GRPS 10-Q
Trans American Aquaculture, Inc (GRPS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended |
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from ________________ to ________________ |
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the registrant’s common stock, $0.000001 par value per share, outstanding as of July 14, 2024, was .
TABLE OF CONTENTS
| 2 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
| Trans American Aquaculture, Inc. |
| (Formerly Gold River Productions, Inc.) |
| Consolidated Balance Sheets |
| Unaudited | Unaudited | |||||||
| March 31, | March 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Receivable from factor | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| NET PROPERTY AND EQUIPMENT | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Overdraft | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued interest expense | ||||||||
| Other accrued expenses | ||||||||
| Income tax payable | ||||||||
| Due to related parties | ||||||||
| Current portion of notes payable | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Notes payable, net of current portion | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding | ||||||||
| Preferred Stock, Series A, par value and shares authorized, issued and outstanding | ||||||||
| Preferred Stock, Series B, par value and shares authorized, issued and outstanding | ||||||||
| Preferred Stock, Series C, $ par value, and shares and outstanding | ||||||||
| Preferred Stock, Series D, par value, shares authorized, and issued and outstanding | ||||||||
| Additional paid in capital - common stock | ||||||||
| Additional paid in capital - preferred stock (Series C) | ||||||||
| Additional paid in capital - preferred stock (Series D) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
Trans American Aquaculture, Inc.
(Formerly Gold River Productions, Inc.)
Consolidated Statements of Operations
| Unaudited | Unaudited | |||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| REVENUES | ||||||||
| Sales and service | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| Cost of revenues | ||||||||
| GROSS PROFIT | ||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||
| Other income | ||||||||
| Other expense | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ) | ( | ) | ||||
| NET INCOME (LOSS) BEFORE TAXES | ( | ) | ( | ) | ||||
| INCOME TAX (EXPENSE) BENEFIT | ( | ) | ||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted Net loss per common share | ) | ) | ||||||
| Weighted average common shares outstanding - basic | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
Trans American Aquaculture, Inc.
(Formerly Gold River Productions, Inc.)
Consolidated Statements of Stockholders' Equity
For the three months ended March 31, 2024 and 2023
| Common Stock | Preferred Stock, Series A | Preferred Stock, Series B | Preferred Stock, Series C | Preferred Stock, Series D | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Deficit | Total | ||||||||||||||||||||||||||||||||
| Balance January 1, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common shares | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| Net loss | 0 | 0 | 0 | 0 | 0 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2023 (Unaudited) | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Balance January 1, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of common shares | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| Stock dividends | 0 | 0 | 0 | 0 | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss | 0 | 0 | 0 | 0 | 0 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2023 (Unaudited) | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
| Trans American Aquaculture, Inc. |
| (Formerly Gold River Productions, Inc.) |
| Consolidated Statements of Cash Flows |
| Unaudited | Unaudited | |||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Noncash items included in net loss: | ||||||||
| Depreciation expense | ||||||||
| Common stock issued | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Deferred taxes | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Increase (decrease) in: | ||||||||
| Accounts payable | ( | ) | ||||||
| Other accrued expenses | ||||||||
| Income tax payable | ||||||||
| Accrued interest expense | ||||||||
| CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash paid for the purchase of fixed assets | ( | ) | ( | ) | ||||
| CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payment of bank overdraft | ( | ) | ||||||
| Bank overdraft | ||||||||
| Proceeds from shareholder notes payable | ||||||||
| Payments on due to related parties | ( | ) | ||||||
| Payments on notes payable | ( | ) | ( | ) | ||||
| Proceeds from notes payable | ||||||||
| Payments on due to related parties | ( | ) | ||||||
| Issuance of preferred Shares | ||||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET INCREASE (DECREASE) | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH | ||||||||
| Preferred series D stock dividends | $ | $ | ||||||
| Common stock issued for services rendered | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
Trans American Aquaculture, Inc.
(Formerly Gold River Productions, Inc.)
Notes to the Consolidated Financial Statements
NOTE 1 – BUSINESS ORGANIZATION
Business Organization
Trans American Aquaculture, Inc. formerly Gold River Productions, Inc. (GRP), (“the Company”) was incorporated in the State of Delaware on September 18, 2006, as Polythene Metro Corp before being acquired by Gold River Productions, Inc. on January 25, 2007. The Company was re-incorporated in the State of Colorado in July 2018. In February 2023, pursuant to shareholder and Board approval, the Company changed its name to Trans American Aquaculture, Inc., reflective of its new management and operations, and applied to the Financial Industry Regulatory Authority (“FINRA”) to change its ticker symbol from GRPS to TAAQ.
On August 28, 2022, Richard Goulding, executive and selling party of Gold River Productions, Inc. and Adam Thomas, purchaser, executed a Stock Purchase Agreement (“SPA”). Under the terms of the SPA, Mr. Goulding, agreed to sell to Adam Thomas, CEO of TAA, 9,078,000 shares of the Company’s Series A Preferred Stock, and to retain 640,000 shares for later conversion to the Company’s common stock. Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. In addition, Mr. Thomas agreed to purchase all the Company’s outstanding shares of Series B Preferred Stock from Mr. Goulding for a cash payment of $5,000.
In further consideration for the sale of the shares of Series A and Series B Preferred Stock, Mr. Goulding agreed to:
| 1. | Increase the authorized shares of the Company’s common stock to three billion () shares; |
| 2. | Convert his retained shares of Series A Preferred Stock, to shares of common stock; |
| 3. | Issue to various former employees and consultants of the Company an aggregate amount of shares of the Company’s common stock; and | |
| 4. | Complete the assignment of assets and assumption of liabilities as they existed immediately prior to the closing of the stock purchase agreement on August 29, 2022. |
Following the purchase of the shares of Class A and Class B Preferred Stock, Mr. Thomas and TAA agreed to:
| 1. | To have the Company issue shares of a Class C Preferred Stock to the former members of TAA, such shares to be convertible into 85% of the Company’s common stock, but limited as to this conversion for a minimum of 12 months from the date of issuance; and | |
| 2. | To cancel and withdraw the shares of Series A Preferred Stock. |
As of March 31, 2024, the parties are contemplating an amendment to the SPA; however, no terms have been agreed.
| 7 |
NOTE 1 – BUSINESS ORGANIZATION (CONTINUED)
On August 29, 2022, Gold River Productions, Inc. and Goulding executed an Assignment of Rights and Assumption of Liabilities Agreement whereby Gold River Productions, Inc. assigned all of its assets and liabilities to Mr. Richard Goulding (Mr. Goulding), Chairman of the Board and CEO of GRP, resulting in GRP becoming a public shell company without any assets or liabilities and became the accounting acquiree.
On September 13, 2022, Gold River Productions, Inc. and Trans American Aquaculture, LLC (“TAA”) executed a Definitive Equity Exchange Agreement in a transaction accounted for as a reverse acquisition, whereby TAA became the accounting acquiror. TAA operates a large land-based shrimp farming and technology company located in South Texas. The Company produces premium quality, farm-raised white shrimp, 100% free of antibiotics and hormones, and cultivated using safe and sustainable practices. Its principal markets consist of seafood distributors, restaurants, and grocery store chains in the United States. Using decades of experience in the shrimp aquaculture industry, products are grown with our superior technology and our proprietary genetics which results in a superior fresh product always grown in the United States.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying consolidated financial statements include the accounts of Trans American Aquaculture, Inc and its wholly owned subsidiary Trans American Aquaculture, LLC, a Texas Limited Liability Company. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared on the accrual basis of accounting.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.
Inventory
Inventory is valued at lower of cost or the net realizable value on a first-in, first-out basis. Depending on the development and growth stage of shrimp, the Company’s inventory is comprised of 1) broodstock held for restocking the next harvest cycle, 2) broodstock held for sale, and shrimp held for sale. The Company evaluates realization of shrimp based on market prices at the end of each period.
Property and Equipment
Property and equipment are stated at cost. Maintenance and repairs are expensed while expenditures for renewals which prolong the lives of the assets are capitalized. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts and any net gain or loss is included in the consolidated statement of income.
| 8 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
For financial reporting purposes, depreciation of property and equipment is provided for by using the straight-line method based on the estimated service lives of the property as follows:
| Land improvements | |
| Buildings and structures | |
| Farm equipment | |
| Autos and trucks |
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset has been impaired, the amount of the impairment is charged to operations. No impairments were recognized for the periods ended March 31, 2024 and 2023.
Income Taxes
The Company uses an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined annually.
Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax assets and liabilities.
The Company's income tax returns are subject to examination
by the appropriate tax jurisdictions. As of June 30, 2024, the Company needs to file federal and state income tax returns for 2020, 2021,
2022 and 2023. During 2020, the Company had taxable income primarily as a result of a short-term capital gain of $
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
| 9 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenues according to the Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC 606”) and Accounting Standard Update ASU 2014-09 “Revenues from Contracts with Customers.” Under the ASC 606, revenues is recognized when the customer obtains control of promised goods or services in amounts that reflect the consideration which the entity expected to receive in exchange of goods and service. The Company does not collect sales, value-add and other taxes collected on behalf of third parties. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract with customer; (2) identify the performance obligations in contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenues when (or as) the entity satisfies a performance obligation.
The Company recognizes revenue as a single performance obligation when it transfers its products to customers, being when the goods are shipped and transfers to a buyer and when performance obligation under contracted sales are completed.
Advertising and Promotion
All costs associated with advertising and promoting the Company's goods and services are expensed in the year incurred.
Concentrations of Credit Risk
The Company's financial instruments that are exposed to credit risk consist primarily of temporary cash investments and accounts receivable.
The Company maintains its cash
balances at a large financial institution. At times such balances may exceed federally insured limits. The Company has not experienced
any losses in an account. The Company believes it is not exposed to any significant credit risk on cash and had no balances in excess
of the $
For the quarters ended March 31, 2024 and 2023,
one customer accounted for
The Company’s sole source of expected future revenue consists of the sale of a single live product which requires substantial care. Production risks such as weather, disease and other factors could affect the Company’s ability to realize revenue from its inventory stock.
Subsequent Events
In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through July 15, 2024, the date the consolidated financial statements were issued.
Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by using the weighted-average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of the Company is reflected in diluted net loss per share by application of the treasury stock method. The dilutive securities are excluded from the computation of diluted net loss per share when net loss is recorded for the period as their effect would be anti-dilutive.
| 10 |
NOTE 3 – ACCOUNTS RECEIVABLE
On
December 11, 2023, the Company entered into an accounts receivable factoring agreement in the amount of $
NOTE 4 – INVENTORY
The inventory at March 31, 2024, consists of shrimp in the larvae stage of development held for sale, broodstock held for sale, and broodstock held for restocking. Included in this amount is the broodstock cost basis reclassified to shrimp held for sale as those costs are applicable expenditures and charges directly and indirectly incurred in bringing shrimp inventory to its existing condition and location as noted in FASB ASC 330-10-30. Although, these animals will eventually come to end of life, their costs are considered part of the necessary costs to birthing and raising shrimp held for sale.
Just prior to harvest, the Company segregates
and retains selected premium shrimp to become broodstock for the following shrimp harvest cycle. Upon identification and segregation,
the selected animals are transferred from outdoor ponds to specialized indoor tanks. These tanks are highly regulated with respect to
temperature, lighting and salinity levels. Costs allocated to broodstock animals at March 31, 2024 and 2023 totaled $
Total inventory is as follows at March 31,
| 2024 | 2023 | |||||||
| Held for Sale | ||||||||
| Shrimp | $ | $ | ||||||
| Broodstock | ||||||||
| Total Held for Sale | ||||||||
| Broodstock - Restocking | ||||||||
| Total inventory | $ | $ | ||||||
NOTE 5 – PROPERTY AND EQUIPMENT
As of March 31, 2024 and 2023, the Company had the following property and equipment:
| March 31, | March | |||||||
| 2024 | 2023 | |||||||
| Autos and trucks | $ | $ | ||||||
| Building and improvements | ||||||||
| Farm equipment | ||||||||
| Other equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Land | ||||||||
| Net property and equipment | $ | $ | ||||||
| 11 |
NOTE 5 – PROPERTY AND EQUIPMENT (CONTINUED)
Depreciation expense for the quarters ended March
31, 2024 and 2023, totaled approximately $
NOTE 6 –NOTES PAYABLE
Notes payable as of March 31, 2024 and 2023, consisted of the following:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Note to an entity by the former owner of farm property, interest at | $ | $ | ||||||
| Unsecured Promissory Note to 1800 Diagonal Lending LLC, a commercial lender, with one-time interest of | ||||||||
| Note to a bank, interest at | ||||||||
| Less Current Portion | ( | ) | ( | ) | ||||
| Net Long-Term Debt | $ | $ | ||||||
The estimated notes payable maturities as of March 31, 2024 are as follows:
| 31-Dec-24 | $ | |||
| 31-Dec-25 | ||||
| 31-Dec-26 | ||||
| 30-Dec-27 | ||||
| 31-Dec-28 | ||||
| Thereafter | ||||
| Total notes payable | $ |
| 12 |
NOTE 6 –NOTES PAYABLE (CONTINUED)
In February
2024, the Company signed an unsecured promissory note with a lender for $
At March 31, 2024, the
Company was in default on the farm property note for $
NOTE 7 – RELATED PARTY NOTES PAYABLE
As of March 31, 2023, shareholders have loaned the Company approximately $ in notes which accrue interest ranging from % and % per annual period. Maturities between April 1, 2024 and July 1, 2024, have been extended to December 31, 2024. Accrued interest related to these notes totaled $ and $ as of March 31, 2024 and 2023, respectively.
NOTE 8 – INCOME TAX
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be covered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An allowance has been recorded as of March 31, 2024 due to uncertainty of the realization of deferred tax asset in future periods.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years.
In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, included in ASC Topic 740, Income Taxes, the Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions that required recognition by the Company. As of the date of these consolidated financial statements, the Company’s federal and various state tax returns will generally remain open for the last three years.
| 13 |
NOTE 8 – INCOME TAX (CONTINUED)
The Company’s provision for income taxes attributable to income before income taxes for the periods ended December 31, 2023 and 2022, consisted of the following:
| March 31, | March 31, | |||||||
| 2024 | 2023 | |||||||
| Deferred tax assets related to: | ||||||||
| NOL Carryover | $ | $ | ||||||
| Deferred tax liability related to: | ||||||||
| Property and equipment | ( | ) | ( | ) | ||||
| Deferred Tax Assets, Gross | ( | ) | ||||||
| Less: allowance | ( | ) | ||||||
| Net deferred tax asset (liability) | $ | $ | ( | ) | ||||
| Current expense | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| $ | $ | |||||||
| Deferred income tax expense (benefit) | $ | ( | ) | $ | ||||
NOTE 9 – EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT
Equity Financing Agreement
On January 20, 2023, the Company entered into an Equity Financing Agreement (“the EFA”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments, LLC, pursuant to which GHS agreed to purchase up to $10,000,000 in shares of the Company common stock, from time to time over the course of 24 months after effectiveness of a registration statement on Form S-1 of the underlying shares of the Company’s common stock.
The EFA grants the Company the right, to direct GHS to purchase shares of the Company’s common stock on any business day (a “Put”), provided that at least ten trading days (as defined in the EFA) have passed since the closing of the most recent Put. The purchase price of the shares of common stock contained in a Put shall be 80% of the lowest traded price of the Company common stock during the ten consecutive
Trading Days preceding the date of the Put notice. In the event The Company up lists to Nasdaq or an equivalent national exchange, the purchase price will be 90%. No Put will be made in an amount less than $10,000 or greater than $500,000 and any single drawdown may not exceed 200% of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Put. In no event is the Company entitled to make a Put or is GHS entitled to purchase and own cumulative shares greater than 4.99% of the Company’s shares of common stock outstanding on such date.
| 14 |
NOTE 9 – EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT (CONTINUED)
The EFA will terminate upon any of the following events: when GHS has purchased an aggregate of $10,000,000 in the common stock of the Company pursuant to the EFA; or on the date that is 24 months from the date of the EFA.
Actual sales of shares of common stock to GHS under the EFA will depend on a variety of factors, including, the number of public shares the Company has available for trading on the open market (excluding closely held and restricted stock), market conditions, the trading price of the common stock, the number of shares outstanding, and the Company’s determinations as to the appropriate sources of funding for the Company and its operations. The net proceeds under the EFA to the Company will depend on the frequency and prices at which the Company sells shares of stock to GHS.
The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the SEC the Registration Statement within 60 calendar days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 60 calendar days after the date the Registration Statement is filed with the SEC, but in no event more than calendar 120 days after the Registration Statement is filed.
The Company will use the proceeds from the Puts for general corporate and working capital purposes and acquisitions or assets, businesses, or operations or for purposes the Board of Directors deems to be in the best interests of the Company.
On February 27, 2024,
the Company put shares of common stock to GHS at a purchase price of $ under the EFA for net proceeds of $
Securities Purchase Agreement
On January 20,
2023, The Company entered into a Securities Purchase Agreement with GHS (the “GHS SPA”) pursuant to which shares of
Series D Preferred Stock for $
On April 18, 2023, the Company entered into
an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS
shares of Series D Preferred Stock for $
On May 22, 2023, the
Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold
to GHS shares of Series D Preferred Stock for $
On July 6, 2023, the
Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold
to GHS shares of Series D Preferred Stock for $
| 15 |
NOTE 9 – EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT (CONTINUED)
On September 26, 2023,
the Company entered into a Securities Purchase Agreement with GHS (the “September 2023 SPA”) pursuant to which the Company
agreed to sell GHS shares of Series D Preferred Stock for $
NOTE 10 – LITIGATION
From time to time the Company is involved in lawsuits against the Company involving general liability or various contractual matters. In the opinion of the Company’s management, the potential claims against the Company not covered by insurance resulting from such litigation will not materially affect the financial position of the Company.
NOTE 11 – GOING CONCERN
The Company follows FASB ASU 2014-10 – Development Stage Entities because its principal operations have commenced, but there has been no significant revenue therefrom. To date, the Company's activities since inception have consisted principally of acquiring property, equipment, and other operating assets, raising capital, starting up production, recruiting and training personnel and raising capital.
The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan as well as continuing to develop its brood stock in order to fulfill recently signed contracts. The financial statements do not include any adjustments that might be necessary if the business plan cannot be implemented or if additional capital cannot be raised, either of which could result in the Company not being able to continue as a going concern.
The Company is in the process of raising additional capital to support the completion of the developmental stage activities and ramp up ongoing full shrimp harvest cycles and establish its customer base. Therefore, the Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's current technology.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on July 2, 2024. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
Critical Accounting Policies
The following discussions are based upon our financial statements and accompanying notes, which have been prepared in accordance with GAAP Financial Measures of the United States.
The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.
Accounting for Our Shrimp Inventory
Our inventory of shrimp is divided into shrimp held for sale and broodstock shrimp. Broodstock are shrimp that are used for breeding purposes; selected for their genetic, disease-free and size attributes they can be more valuable than shrimp held for sale. We collect broodstock from the biomass just before the harvest and segregate them from the shrimp that will be harvested and sold. Broodstock, because of their higher value, may be sold to other shrimp farmers in the United States and overseas. We also keep a number of broodstock for our own restocking purposes. So, during the year, our inventory can consist of shrimp held for sale, broodstock held for sale and broodstock used for restocking purposes.
Shrimp farming is a seasonal business. On a calendar year basis, we typically use the broodstock to breed our larvae shrimp during the first quarter so that by spring the shrimp are held in large post-larvae tanks for development. Later, in early summer, the shrimp are transferred to ponds where they complete the grow out process over the next five to six months. This can vary if we have more than one cycle of shrimp. Grow out may begin in the second in the second quarter, with a second cycle grow out beginning in early summer. The first harvest cycle can occur in early fall with the second harvest cycle occurring in November or December. During 2023, we had one cycle and harvest occurred in early November 2023. During 2024, we have not stocked, nor have we had a harvest; however, we are in process of larval development with a planned stocking in August 2024.
Our shrimp inventory is valued at lower of cost or the net realizable value on a first-in, first-out basis.
The inventory at March 31, 2024 consists of live broodstock animals. Included in this amount are costs and charges directly and indirectly incurred in bringing shrimp inventory to its existing condition and location as noted in FASB ASC 330-10-30.
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At March 31, 2024, the broodstock shrimp for the 2024 harvest had been identified and segregated from consumable shrimp in outdoor ponds to indoor tanks. The table below summarizes inventory at March 31, 2024 and 2023.
| As of March 31 | ||||||||
| 2024 | 2023 | |||||||
| Held for Sale | ||||||||
| Shrimp | $ | 103,964 | $ | 136,334 | ||||
| Broodstock | – | – | ||||||
| Total Held for Sale | 103,964 | 136,334 | ||||||
| Broodstock - Restocking | 94,938 | 161,560 | ||||||
| Total inventory | $ | 198,902 | $ | 297,894 | ||||
Shown separately in the above schedule is approximately 17,000 broodstock shrimp selected for their enhanced genetics and segregated from the larger biomass at the time of harvest before December 31, 2023. Approximately 1,000 animals of this broodstock will be sold to foreign markets for between $75 and $80 per animal, while the balance is being used to populate our next harvest in 2024. The initial cost of the 17,000 broodstock was reclassified to broodstock held for restocking on a pro rata basis of cost per pound of the total biomass of shrimp held for sale. Subsequent costs will be allocated in accordance with ASC 330-10-30.
Business Overview
Founded in 2017, we are a leading aquaculture company that provides premium quality, farm-raised pacific white shrimp, 100% free of antibiotics and hormones, to the U.S. domestic seafood market. We believe we are a leading aquaculture company due to Best Aquaculture Practices (“BAP”) guidelines,1 considering the rarity of the standards in the U.S. Although we are not currently in full compliance with BAP guidelines, we are working towards full compliance. At the moment, we adhere to BAP guidelines as part of our operating and production model. Grown at our 1,880-acre farm located in Rio Hondo, Texas, on the largest scale aquaculture farm in the U.S., our shrimp are meticulously raised to exceed in line with industry best practices according to BAP guidelines2 using only authentic, sustainable practices. Within our controlled facility, each harvest is responsibly raised and cultivated onsite with minimal ecological footprint, promising our customers a superior product developed from the highest standard of care.
We have and will continue to utilize superior genetic linage broodstock for cultivation of own post larvae in our onsite genetics, maturation and hatchery facilities. These facilities allow us to continually develop animals with increasing growth rates, lower mortality, and stronger disease resistance. We began formal production runs in 2018 and to date have produced almost one million lbs. of shrimp for consumption.
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1 https://www.bapcertification.org/Downloadables/pdf/BAP%20-%20BAP%20Farm%20Standard%20-%20Issue%203.1%20-%2007-February-2023.pdf
2 https://www.bapcertification.org/Downloadables/pdf/BAP%20-%20BAP%20Farm%20Standard%20-%20Issue%203.1%20-%2007-February-2023.pdf
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Recent trends in the shrimp industry, including that, according to preliminary 2023 data from the National Marine Fisheries Service, shrimp prices have dropped as much as 44% since 2022.3 Our business, prospects, revenues, profitability, and future growth are highly dependent upon the prices of and demand for shrimp. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon shrimp prices. These prices have been and are likely to continue to be extremely volatile for seasonal, cyclical, and other reasons. Any substantial or extended decline in the price of shrimp will have a material adverse effect on our financing capacity and our prospects for commencing and sustaining any economic commercial production. In addition, increased availability of imported shrimp can affect our business by lowering commodity prices. This could reduce the value of inventories, held both by us and by our customers, and cause many of our customers to reduce their orders for new products until they can dispose of their higher-cost inventories.
Going Concern Uncertainty
As shown in the accompanying financial statements, during the three-months ended March 31, 2024, we reported a net loss of $261,873. As of March 31, 2024, our current liabilities exceeded its current assets by $3,750,007. As of March 31, 2024, we had $-0- cash. During the year ended December 31, 2023, we reported a net loss of $1,894,993. As of December 31, 2023, our current liabilities exceeded its current assets by $3,478,423. As of December 31, 2023, we had $6,600 cash.
We will require additional funding to finance the growth of our operations and achieve our strategic objectives. These factors, as relative to capital raising activities, create doubt as to our ability to continue as a going concern. We are seeking to raise additional capital and are targeting strategic partners to accelerate the sales and marketing of our products and begin generating revenues. Our ability to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements, expansion of our operations and generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations; however, management cannot make any assurances that such financing will be secured.
Results of Operations for the Three-Months Ended March 31, 2024 and 2023
Revenues
For the three-months ended March 31, 2024, total revenues were $310,126 compared to $-0- for the same period in 2023, an increase of $310,126 or 100%. This increase consisted entirely of our production of shrimp for consumption sales. In 2023, the Company focused efforts primarily on the development of genetic lines and did not produce a meaningful harvest.
Cost of Goods Sold and Gross Profit
For the three-months ended March 31, 2024, cost of goods sold was $272,079 compared to $-0- for the same period in 2023, an increase of $272,079 or 100%. This was the result of producing and harvesting shrimp during the current three months ended March 31, 2024.
The gross profit for the three-months ended March 31, 2024 was $38,047 for an operating profit of 12% compared to no gross margin for the same period in 2023.
Operating Expenses
General and administrative expenses for three-months ended March 31, 2024 increased by $2,456, or1%, to $172,558 from $170,102 for the three-months ended March 31, 2023. These nearly equivalent expenses resulted from legal and professional fees and payroll wages, the primary components, being approximately the same.
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3https://civileats.com/2023/06/20/cheap-imports-leave-us-shrimpers-struggling-to-compete/#:~:text=The%20U.S.%20Food%20and%20Drug,before%20entering%20the%20U.S.%20market
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Other Income (Expense)
For the three-months ended March 31, 2024, we had interest expenses of $127,416 compared to interest expenses of $116,079 for the same period in 2023, an increase in interest expense of $11,337. This increase in interest expense was due primarily to higher interest charges on the farm note.
Net Income (Loss)
As a result of the above, we reported a net loss of $261,873 for the three-months ended March 31, 2024 compared to a net loss of $258,194 for the three-months ended March 31, 2023.
Liquidity and Capital Resources
As of March 31, 2024, we had a cash balance of $-0-, compared to a balance of $31,480 at March 31, 2023. We currently do not have sufficient cash to fund our operations for the next 12 months and we will require working capital to complete development and production, testing and marketing of our products and to pay for ongoing operating expenses. We anticipate adding management positions for corporate development and the corresponding operations of the Company, but this will not occur prior to obtaining additional capital. Currently, competitively priced loans from banks or other lending sources for lines of credit or similar short-term borrowings are not available to us. We have been able to raise working capital to fund operations through the issuances of convertible preferred stock to GHS, factoring our receivables, and borrowing funds from employees of the Company. As of March 31, 2024, our current liabilities exceeded our current assets by $3,750,007 as compared to March 31, 2023, when current liabilities exceeded current assets by $2,533,499, an increase of $1,216,508.
Our liquidity is significantly impacted by the farm note to King’s Aqua Farm LLC, dated June 15, 2017, in the original amount of $5,600,000 bearing interest at 6.0% per annum, due in 2039, yielding a monthly payment of $38,687. Secured by the farm property, the outstanding principal balance at both March 31, 2024 and December 31, 2923, was $4,707,902. On May 31, 2024, the Company entered into a Forbearance and Modification Agreement with the lender. Under the agreement, the lender agreed that it would not exercise or enforce its rights or remedies against the Company to which it would be entitled under the terms of the Real Estate Lien Note dated June 15, 2017 in the original principal amount of $5,600,000, and the Deed of Trust executed by the Company as grantor in favor of Jizhong Wang, as trustee, for the benefit of the lender by occurrence of the failure by the Company to pay principal and interest installments from May 1, 2023 through May 31, 2024 before August 6, 2024. The forbearance was conditioned on the obligation of the Company to pay the lender $77,375, which was paid.
The Company is also a party to an SBA Loan through a bank in the original amount of $150,000 bearing interest at 3.75% per annum, due in 2050, yielding a monthly payment amount of $731.
Liquidity is also affected by notes to our shareholders. At March 31, 2024, shareholders have loaned the Company approximately $1,629,138 which notes accrue interest at ranging from 12.0% to 18% per annum and were due March 31, 2024. The Company extended this due date to July 1, 2024, and plans to extend it again to January 1, 2025. Current discussion with noteholders are underway and we expect the noteholders to agree to this extension.
In February 2024, the Company signed an unsecured promissory note with a lender for $111,600, bearing one-time interest at the rate of 13%, and maturing on four dates beginning on August 30, 2024 and ending on November 30, 2024. The proceeds of this note were issued with an original issue discount of $18,600, yielding net proceeds of $88,000. Upon full maturity, the Company will have paid a total of $126,108 of principal and interest on this note.
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Cash Flows from Operating Activities
During the three-months ended March 31, 2024, net cash used in operating activities was $49,003, due mainly to a net loss of $261,873, an increase in accounts receivable of $55,199 due sales of consumable shrimp, offset by a decrease of $39,017 in inventory levels, combined increases in accounts payable and accrued expense of $64,394 due increased operations, and a $126,138 increase in accrued interest expense due mainly to falling into arrears on the note payable covering our farm property and increased interest expense on notes payable to shareholders.
By comparison, during the three-months ended March 31, 2023, net cash used in operating activities was $217,555 resulting mainly from a net operating loss of $258,194 and increased inventory levels of $136,334, offset by increases in accrued interest of $87,562.
Cash Flows from Investing Activities
During the three-months ended March 31, 2024, we had $12,216 net cash used in investing activities. During the three-months ended March 31, 2023, we had $15,132 of net cash used in investing activities. These increases in expenditures are part of a build-out of our hatchery facilities.
Cash Flows from Financing Activities
During the three-months ended March 31, 2024, net cash provided by financing activities was $54,619 which was mainly comprised of proceeds from notes payable of $93,000, offset by payments due related parties of $38,847. During the three-months ended March 31, 2023, net cash provided by financing activities was $264,166, which was mainly comprised of proceeds from shareholder notes of $75,000 and $250,000 of issued Series D Preferred Stock to GHS, offset by $35,609 in payments on related party notes and $24,937 in notes payable.
Factors That May Affect Future Results
Management’s Discussion and Analysis contains information based on management’s beliefs and forward-looking statements that involve several risks, uncertainties, and assumptions. There can be no assurance that actual results will not differ materially from the forward-looking statements as a result of various factors, including but not limited to, our ability to obtain the equity/debt funding or borrowings necessary to produce, market and launch our products, our ability to successfully serially produce and market our products; our success establishing and maintaining production lines; the acceptance of our products by customers; our continued ability to pay operating costs; our ability to meet demand for our products; the amount and nature of competition from our competitors; the effects of technological changes on products and product demand; and our ability to successfully adapt to market forces and technological demands of our customers.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.
Recent Accounting Pronouncements
We have provided a discussion of recent accounting pronouncements in NOTE 2 to the Quarterly Consolidated Financial Statements for March 31, 2024 and 2023.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and, as such, is accumulated and communicated to our Chief Executive Officer and Fractional Chief Financial Officer, Adam Thomas and Malcolm McNeill, respectively, who serve as our principal executive officer and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Messrs. Thomas and McNeill, have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2024. Based on their evaluation, Messrs. Thomas and McNeill concluded that, due to a material weakness in our internal control over financial reporting, our disclosure controls and procedures were not effective as of March 31, 2024. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Form 10-Q.
These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 4, 2024, the Company issued 3,000,000 shares of Common Stock to Robert Steele for services.
On February 27, 2024, the Company issued 4,615,277 shares of Common Stock to GHS at a purchase price of $0.00224 under the EFA for net proceeds of $2,106.
The shares above were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investor. There were $206 in sales commissions paid to Icon Capital Group LLC.
Item 5. Other Information
During
the quarter ended March 31, 2024, no director or officer of the Company
Item 6. Exhibits
| SEC Ref. No. | Title of Document |
| 31.1* | Rule 13a-14(a) Certification by Principal Executive Officer |
| 31.2* | Rule 13a-14(a) Certification by Principal Financial and Accounting Officer |
| 32.1** | Section 1350 Certification of Principal Executive Officer |
| 32.2** | Section 1350 Certification of Principal Financial and Accounting Officer |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101). |
*Filed with this Report.
**Furnished with this Report.
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SIGNATURES
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 thereunto duly authorized.
| TRANS AMERICAN AQUACULTURE, INC. | ||
| By: | /s/ Adam Thomas | |
| Adam Thomas | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: | July 15, 2024 | |
| By: | /s/ Malcolm McNeill | |
| Malcolm McNeill | ||
|
Fractional Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Date: | July 15, 2024 | |
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