NOTES PAYABLE

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

NOTES PAYABLE

2. NOTES PAYABLE

Notes payable at September 30, 2016 consisted of the following:

Notes Issued under the Surrender and Amendment Agreement	$	1,428,650
Cape One Master Notes		344,000
Notes Issued Subsequent to Surrender and Amendment Agreement		49,630
Bridge loans		136,743
Total	$	1,959,023

Notes Issued under the Surrender and Amendment Agreement

On the Effecttive date, the Company entered into the Surrender and Amendment Agreement. Pursuant to this agreement, the Company entered into certain modificiations of outstanding indebtedness to four bondholders.

In total, the Company retired $150, 436 and $79,411 of accrued interest. See Surrender and Amendment Agreement in Note 1. above,

Each Amending Holder waives any reset, repricing or ratchet right such Amending Holder may have related to the Retained Notes for any issuances of the Company's common stock or common stock equivalents that have occurred prior to the date of this Agreement.

b. The issuance of the Series E Preferred Shares pursuant to the Share Exchange Agreement shall be an Exempt Issuance (as define in the Retained Notes) and shall not trigger any reset, repricing or ratchet right such Amending Holder may have related to the Retained Notes.

c. The Conversion Price of the Retained Notes is amended to be the lower of: (i) the conversion price as would be in effect pursuant to the terms of the Retained Notes as currently in effect; or (ii) 50% of the lowest closing bid price of the Company's common stock on its principal trading market as reported by Bloomberg LP, for the twenty trading days prior to the date of conversion.

d. The Maturity Date of the Retained Notes is hereby extended to one year from the date of this Agreement.

e. Except for the notes held by Oscaleta Partners LLC All interest that has accrued through the date hereof is waived and all interest that will accrue on the Retained Notes will be payable on the Maturity Date.

The following lists the creditors and the amounts owed to each

Alpha Anstalt Capital	$	900,000
Marlin Capital Investments LLC		210,000
Bull Hunter LLC		140,000
Oscaleta Partners LLC*		178,600
Total  Convertible debt	$	1,428,650

* - Net of $1,355 of Notes Payable converted

Cape One Master Notes

On December 15, 2015, NaturalNano Corp. exchanged 6,666,667 shares for Notes totaling $344,000. These notes are due on September 30, 2017 and are convertible at $.02 per share.

Notes Issued Subsequent to Surrender and Amendment Agreement

Notes Issued subsequent to Surrender and Amendment comprised $49,630 as follows:

Notes reclassified from Bridge notes	$	27,785
Newly issued debt		21,845
Total debt	$	49,630

Notes reclassified from Bridge Notes

During the prior quarter , Notes which were originally issued as promissory notes were renegotiated to be convertible into shares of common stock at a 50% discount to the closing bid price for the twenty days prior to conversion. Such notes totalled $27,785.

Newly Issued Debt

During the quarter ended September 30, 2016, the following notes were issued:

On August 10, 2016, the Company issued a note for $15,000 for proceeds received. The convertible promissory bears interest at a rate of ten percent and matures on August 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a debt discount of $4,596 based on the fair value of the common stock into which the note is convertible into and allocated $10,404 of the proceeds to the note $658 of interest expense was amortized into interest expense for the quarter ended September 30, 2016. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding

On August 31, 2016, the Company issued a note for $15,000 for proceeds received. The convertible promissory bears interest at a rate of ten percent and matures on September 1, 2017. The third party has the option to convert all or a portion of the note plus accrued interest into common stock at a conversion price equal to 50% of the lowest closing bid price for the twenty days prior to the conversion. The Company recorded a debt discount of $4,596 based on the fair value of the common stock into which the note is convertible into and allocated $10,404 of the proceeds to the note $378 of interest expense was amortized into interest expense for the quarter ended September 30, 2016. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding 

A reconciliation of the Notes follows;

	August 10, 2016			August 31, 2016			Total
Cash proceeds received	$	15,000		$	15,000		$	30,000
Discount Applied		(4,596	)		(4,596	)		(9,192	)
Discount amortized into
Interest expense		658			378			1,036
Book value of notes	$	11,062		$	10,782		$	21,845

Bridge Loans

Bridge loans are short term notes taken on demand. They totaled $136,743 at September 30, 2016 as follows:

The $136,743 at Omni Shrimp, Inc. was as follows:

Date Issued Originally	Amount		Interest Rate			Holder
February 12, 2016	$	111,000		5.25	%	Madeira Beach Seafood, Inc.
April 7, 2016		25,743		5.25	%	Madeira Beach Seafood, Inc.
Total	$	136,743