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Subsequent Events
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events

Note 16. Subsequent Events

 

Issuance of Debt

 

On January 1, 2017, the Company issued a note for $20,000 for consulting services.    The convertible promissory note bears no interest and matures on July 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.  As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

 

On February 1, 2017, the Company issued a note for $20,000 for consulting services.    The convertible promissory note bears no interest 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.  As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

 

On March 1, 2017, the Company issued a note for $20,000 for consulting services.    The convertible promissory note bears no interest 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.  As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

 

On March 21, 2017 the Company issued a convertible promissory note in the principal amount of $57,000 to an unrelated party. The convertible note matures on April 30, 2016 with the stated interest rate at 10%. The note is convertible into the Company’s common stock at a 30% discount of the lowest closing bid price during the 30 trading days prior to conversion. The conversion price is subject to anti-dilution protection and down round provisions in the event that the Company issues additional equity securities at a price less than the conversion price. The Company may prepay the note at 150% of the entire outstanding principal amount of the note plus any accrued but unpaid interest.

 

On April 1, 2017, the Company issued a note for $5,000 for consulting services. The convertible promissory note bears no interest and matures on October 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 priceequal to 50% of the lowest closing bid price for the twenty days prior to the conversion. As of the date of this filing, there have been no conversions of this Note and the entire amount is outstanding.

 

Conversion of Debt and Issuance of Shares

Subsequent to the Balance sheet date, the Company made the following issuances of shares for conversion of debt:

 
Date   Shares issued     Principal and accrued interest converted  
             
1/4/17     383,296     $ 2,146  
1/9/17     362,207       2,028  
1/26/17     293,011       2,637  
2/17/17     455,272       5,690  
3/9/17     455,191       6,145  
Total     1,948,977     $ 18,646  
 

Consulting Agreement

 

Commencing with April 1, 2017, the rate for consulting services under the Consulting Agreement was $5,000 per month.

 

Change in Independent Registered Public Accounting Firm

 

On February 16 , 2017 Scrudato & Co., PA (“Scrudato”) notified the Board of Directors (the "Board") of the Company that it had determined to resign as the Company's independent registered public accounting firm, effective immediately . On February 17, 2017 , the Board determined to engage DLL CPAS LLC as its new independent registered public accounting firm to replace Scrudato

 

Scrudato’s reports on the Company's financial statements for the year ended December 31, 2015 , did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Scrudato’s reports contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

 

The decision to engage DLL CPAS LLC as the Company's new auditor (as discussed below) was approved by the Board.

 

During the year ended December 31, 2016, there were no disagreements between the Company and Scrudato on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Scrudato , would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such years.

 

On February 17 , 2017 , the Board determined to engage DLL CPAS LLC as its new independent registered public accounting firm responsible for auditing its financial statements.

 

Executive Compensation Contracts

 

In February 2017 , the Corporation entered into Employment Agreements with (i) Mr. Colm Wrynn - the President and Chief Executive Officer, (2) Mr. Daniel Stelcer - the Secretary and Chief Operating Officer, and (3) Ms. Linda Giampietro –Vice President effective as of January 1,2017, Messrs. Wrynn and Stelcer and Ms. Giampietro have provided services to the Corporation with minimal compensation since June 2016. Messrs. Wrynn and Stelcer and Ms. Giampietro are each a controlling person of the Corporation. The Agreements, provide for annual base compensation of $120,000 per year and related fringe benefits. Copies of the Agreements are annexed by reference as Exhibits 10.198 , 10.199 and 10.200 in this Form 10K.

 

Change in Legal Entity

 

As of April 6, 2017, Omni Shrimp, Inc. is the new name of the Company.