UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March ~~January 1~~21, 2017

~~NATURALNANO~~OMNI SHRIMP, INC. (Exact name of Registrant as specified in its charter)

Nevada		000-49901		87-0646435
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Registrant's telephone number, including ~~area~~ area code: (727) ~~393~~398-~~3382~~2692

13613 Gulf Boulevard

Madeira Beach, Florida 33738

(Address of principal executive offices)

NATURALNANO, INC.

(Former Name )

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Item of1.01 ~~Contents~~Entry into a Material Definitive Agreement.

8-K - FORM 8-K
ITEM 4.01.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	3
ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS	4
ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS	4
SIGNATURES		5

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.

2Copies 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~~Item 45.~~01.~~03 ~~CHANGES~~Amendments INto ~~AND~~Articles ~~DISAGREEMENTS~~of ~~WITH~~Incorporation ~~ACCOUNTANTS~~or ~~ON ACCOUNTING AND FINANCIAL DISCLOSURE~~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) ~~Previous~~change ~~Independent~~of ~~Registered~~name; ~~Public~~no ~~Accounting~~other ~~Firm~~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 .

OnCopies ~~February~~of ~~16 , 2017 Scrudato & Co., PA notified~~ the ~~Board~~Articles of ~~Directors~~Merger ~~(the~~as ~~"Board")~~filed ofwith ~~NaturalNano, Inc. (~~the ~~"Company")~~Nevada ~~(“Scrudato”)~~Secretary ~~that~~of itState ~~had~~, ~~determined to resign as~~ the ~~Company's~~Florida ~~independent~~Secretary ~~registered~~of ~~public~~State ~~accounting~~and ~~firm, effective immediately . On February 17, 2017 ,~~ the ~~Board~~Plan ~~determined~~of toMerger ~~engage~~are ~~DLL~~annexed ~~CPAS LLC~~ as ~~its~~Exhibits ~~new~~to ~~independent~~this ~~registered~~Current ~~public~~Report ~~accounting~~on ~~firm~~Form ~~to replace Scrudato~~8-K.

~~Scrudato’s~~The ~~reports~~statements onmade ~~the~~herein ~~Company's financial~~referencing ~~statements for~~ the ~~year~~Securities ~~ended December 31~~Purchase Agreement, ~~2015~~the ,12% ~~did~~Convertible ~~not~~Note ~~contain~~the anArticles ~~adverse~~of ~~opinion~~Merger orand ~~disclaimer~~Plan of ~~opinion,~~Merger ~~and~~are ~~were not~~ qualified orin ~~modified~~their asentirety toby ~~uncertainty,~~reference ~~audit~~to ~~scope, or accounting principles, except that Scraduto reports contained an explanatory~~the ~~paragraph~~text ~~regarding~~of ~~substantial~~said ~~doubt~~documents ~~about~~attached ~~the~~as ~~Company's~~Exhibits ~~ability~~ to this ~~continue~~Current asReport aon ~~going~~Form ~~concern~~8-K..

~~The~~Item ~~decision~~9.01. toFinancial ~~engage~~Statements ~~DLL~~and ~~CPAS LLC as the Company's new auditor (as discussed below) was approved by the Board~~Exhibits.

~~During the year ended December 31, 2016,~~ (~~the date of resignation of Scrudato~~ c), 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.Exhibits

The Company provided Scrudato with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission ("SEC"), and requested Scrudato furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company above, and if not, stating the respects in which it does not agree. A copy of Scrudato letter, dated February17, 2017 is attached hereto as Exhibit 16.2.

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 21, 2017

~~(b) New Independent Registered Public Accounting Firm~~2

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. During the Company's years ended December 31, 2016, and in the subsequent interim period through February 17, 2017, neither the Company, nor anyone on its behalf, consulted with DLL CPAS LLC with respect to either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company by DLL CPAS LLC that was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.SIGNATURE

3Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

	NATURALNANO INC.

Dated: April 13, 2017	By:	/s/ Colm Wrynn
	Name:	Colm Wrynn
	Title:	President and Chief Executive Officer

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 each is a controlling person of the Corporation. The Agreements, provide for annual base compensation of $120,000.00 per year and related fringe benefits. Copies of the Agreements are annexed hereto as Exhibits 10.198 , 10.199 and 10.200.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
10.198		Employment Agreement with Colm Wrynn dated as of January 1, 2017
10.199		Employment Agreement with Daniel Stelcer dated as of January 1, 2017
10.200		Employment Agreement with Linda Giampietro dated as of January 1, 2017
16.2		Letter from Scrudato & Co. , P.A. to the Securities and Exchange Commission

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATURALNANO INC.
Dated: February 17, 2017	By:	/s/ Colm Wrynn
	Name:	Colm Wrynn
	Title:	Chief Executive Officer

Filing Compare · Omni Shrimp, Inc.