Item 1.01 Entry into a Material Definitive Agreement.
On March 21, 2017, Auctus Fund LC, an accredited investor, purchased $57,000 of
the Company's 12% Convertible Note due March 2018. The Notes are convertible
into common stock at a "Variable Conversion Price". The Variable Conversion
Price means 50% multiplied by the Market Price (as defined herein) but not less
than $0.001 per share. "Market Price" means the lowest Trading Price (as defined
below) for the Common Stock during the twenty-five (25) Trading Day period
ending on the latest complete Trading Day prior to the Conversion Date.
Copies of the Securities Purchase Agreement between the Company and Auctus Fund
LLC and the related Promissory Note are annexed as Exhibits to this Current
Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Effective April 6, 2017, the Company's wholly owned subsidiary, Omni Shrimp,
Inc., merged into the Company, and changed its name to Omni Shrimp, Inc. The
merger and change of name to Omni Shrimp are reflective of the growth of the
Company's primary business line - the sale of shrimp. Existing shareholders need
take no action with respect to their shareholdings . Other than a change of
name; no other changes to the Company's Organizational Documents resulted from
the merger. The Company has applied to FINRA for a new trading symbol,
reflecting its new name .
Copies of the Articles of Merger as filed with the Nevada Secretary of State ,
the Florida Secretary of State and the Plan of Merger are annexed as Exhibits to
this Current Report on Form 8-K.
The statements made herein referencing the Securities Purchase Agreement, the
12% Convertible Note the Articles of Merger and Plan of Merger are qualified in
their entirety by reference to the text of said documents attached as Exhibits
to this Current Report on Form 8-K..
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.15 Articles of Merger of Omni Shrimp, Inc. into the Company as filed
with the Nevada Secretary of State on April 5, 2017
3.16 Articles of Merger of Omni Shrimp, Inc. into the Company (and Plan of
Merger) as filed with the Florida Secretary of State on April 6, 2017
10.201 Securities Purchase Agreement between the Company and Auctus Fund LLC
dated March 21, 2017
10.202 12% Promissory Note from the Company to Auctus Fund LLC dated March
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