SHMP 10-Q
NaturalShrimp Inc (SHMP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the Transition Period from _________ to _________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or 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 exchange on which registered | ||
| None | N/A | N/A |
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. Yes ☐
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). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small 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
As of June 17, 2026, there were shares of the registrant’s common stock outstanding.
NATURALSHRIMP INCORPORATED
FORM 10-Q
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(Liquidation Basis)
| As of | ||||||||
| December 31, 2025 | March 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Cash | $ | $ | ||||||
| Current assets | ||||||||
| Fixed assets and intangibles | ||||||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Notes payable and lines of credit | ( | ) | ( | ) | ||||
| Other liabilities | ( | ) | ( | ) | ||||
| Net liabilities in liquidation | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
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NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(Liquidation Basis)
(Unaudited)
| For the Nine Months Ended December 31, 2025 | ||||
| Net liabilities in liquidation, March 31, 2025 | $ | ( | ) | |
| Changes in assets and liabilities in liquidation: | ||||
| Cash | ( | ) | ||
| Write-off of assets | ( | ) | ||
| Transfer of fixed assets and intangibles to creditor | ( | ) | ||
| Settlement of accounts payable and accrued expenses | ( | ) | ||
| Extinguishment of notes payable and lines of credit | ||||
| Extinguishment of other liabilities | ||||
| Net changes in liabilities in liquidation | ( | ) | ||
| Net liabilities in liquidation, December 31, 2025 | $ | ( | ) | |
The accompanying notes are an integral part of these Condensed Consolidated financial statements.
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NATURALSHRIMP INCORPORATED
CONDENSED Consolidated STATEMENTS OF OPERATIONS
(Going Concern Basis)
(Unaudited )
| For the Nine Months Ended | ||||
| December 31, 2024 | ||||
| Sales | $ | |||
| Cost of sales | ||||
| Net revenue | ||||
| Operating expenses: | ||||
| General and administrative | ||||
| Depreciation and amortization | ||||
| Total operating expenses | ||||
| Net loss from operations | ( | ) | ||
| Other income (expense): | ||||
| Interest expense | ( | ) | ||
| Interest expense - related parties | ( | ) | ||
| Change in fair value of warrant liability | ||||
| Change in fair value of restructured notes | ( | ) | ||
| Gain on sale of machinery and equipment | ||||
| Total other income (expense), net | ( | ) | ||
| Income (loss) before income taxes | ( | ) | ||
| Provision for income taxes | ||||
| Net loss | ( | ) | ||
| Accretion on Preferred shares | ( | ) | ||
| Dividends | ( | ) | ||
| Net loss available for common stockholders | ( | ) | ||
| Loss per share (basic and diluted) | ) | |||
| WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted) | ||||
The accompanying notes are an integral part of these Condensed Consolidated financial statements.
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NATURALSHRIMP INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the nine months ended December 31, 2024
(Going Concern Basis)
(Unaudited )
| Series A Preferred stock | Common stock | Additional paid in | Stock to be | Subscription | Accumulated | Total stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | issued | receivable | deficit | deficit | ||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common shares under financing agreement | - | |||||||||||||||||||||||||||||||||||
| Shares issued upon exchange of Partitioned Note | - | |||||||||||||||||||||||||||||||||||
| Accretion of Series E Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Accretion on Series G Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends payable on Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common shares under financing agreement | - | |||||||||||||||||||||||||||||||||||
| Shares issued upon exchange of Partitioned Note | - | |||||||||||||||||||||||||||||||||||
| Accretion of Series E Preferred stock | - | - | ||||||||||||||||||||||||||||||||||
| Accretion on Series G Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends payable on Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common shares under financing agreement | - | |||||||||||||||||||||||||||||||||||
| Accretion on Series G Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends payable on Preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated financial statements.
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NATURALSHRIMP INCORPORATED
CONDENSED Consolidated STATEMENTS OF CASH FLOWS
(Going Concern Basis)
(Unaudited)
| For Years Ended | ||||
| December 31, 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | ( | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation expense | ||||
| Amortization expense | ||||
| Change in fair value of warrant liability | ( | ) | ||
| Change in fair value of restructured notes payable | ||||
| Financing costs | ||||
| Gain on sale of machinery and equipment | ||||
| Amortization of operating lease right-of-use assets | ||||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | ( | ) | ||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Accounts payable | ||||
| Other accrued expenses | ||||
| Accrued expenses - related parties | ||||
| Accrued interest | ||||
| Accrued interest - related parties | ||||
| Operating lease liabilities | ( | ) | ||
| Cash used in operating activities | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Cash received for sale of machinery and equipment | ||||
| Cash provided by investing activities | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from short-term promissory note and lines of credit | ||||
| Proceeds from sale of stock | ||||
| Proceeds from promissory note, related parties | ||||
| Proceeds from sale of Series G Preferred Shares | ||||
| Cash provided by financing activities | ||||
| NET CHANGE IN CASH | ( | ) | ||
| CASH AT BEGINNING OF PERIOD | ||||
| CASH AT END OF PERIOD | $ | |||
| INTEREST PAID | $ | |||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
| Shares issues upon exchange of Partitioned Note | ||||
| Dividends in kind issued | $ | |||
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
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NATURALSHRIMP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025
(Unaudited)
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities.
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
| ● | The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and | |
| ● | Certain governance and control rights have been transferred pursuant to the Agreement, although the Agreement had not been fully consummated as of the date of this filing | |
| ● | Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement | |
| ● | The Company’s outstanding obligation to Hydrenesis in the amount of approximately $ will be converted into equity at Closing; | |
| ● | The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State; | |
| ● | Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock; |
The agreement with Hydrenesis was not yet consummated as of the date of this filing.
Receivership and Liquidation
On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).
The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets.
An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion.
On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.
On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.
On
February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to
Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and
Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion
sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free
and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities,
NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”),
an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser,
the “Purchasers”), a Texas limited liability company, for a roughly $
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of both December 31, 2025 and March 31, 2025. To comply with ASC 205-30, Liquidation Basis of Accounting, the Company has presented a condensed consolidated statement of net liabilities in liquidation as of December 31, 2025 and March 31, 2025 and a condensed consolidated statement of changes of net liabilities in liquidation for the nine months ended December 31, 2025. In addition, to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has also presented a condensed consolidated statement of operations, a condensed consolidated statement of changes in shareholders equity and a condensed consolidated statement of cash flows for the nine months ended December 31, 2024 under the going concern basis of accounting. The going concern financial statements have been presented separately from the liquidation basis financial statements as the results should not be considered comparable under the two presentation methods. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 5, 2025.
Use of Estimates
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Liquidation Basis of Accounting
In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.
When using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, payables and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments in the condensed consolidated balance sheets approximates fair value.
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Cash and Cash Equivalents
The
Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were
Recently Issued Accounting Standards
As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.
NOTE 3 – LIQUIDATION BASIS OF ACCOUNTING
During
September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its significant
outstanding debt. Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville
and Bucktown Capital for an approximate credit bid of $
As part of the liquidation, the Company transferred ownership of its revenue generating fixed assets and intangible assets on May 14, 2025 to two of its creditors (Streeterville and Buckstown) in exchange for the extinguishment of i) the restructured August and Senior notes and Buckstown line of credit. As of the date of this filing, the Company had limited assets available and was therefore uncertain as to the manner by which it expects to settle its remaining outstanding liabilities. Furthermore, we are also uncertain about the date by which we expect to complete the liquidation.
Our condensed consolidated statement of net liabilities in liquidation as of December 31, 2025 and March 31, 2025 reflects the following:
| ● | No additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities | |
| ● | Liabilities
have been recognized in accordance with the recognition provisions of other topics that otherwise would apply to those liabilities.
As of December 31, 2025, our remaining liabilities were primarily comprised of i) accounts payable and accrued expenses to finance
and legal service providers and ii) remaining outstanding debt. Of the approximately $ | |
| ● | As
of March 31, 2025, the intangible assets and fixed assets were recognized based on a settlement amount equal to the credit bid of
approximately $ | |
| ● | No additional costs expected to be incurred through the end of our liquidation were accrued as of December 31, 2025 as there has been limited activity subsequent to the balance sheet date. We do not expect to earn any additional income through the end of the liquidation period. |
NOTE 4 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company evaluated all events or transactions that occurred after the balance sheet date but before the financial statements were issued. To that extent, the Company noted the following:
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
| ● | The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and | |
| ● | Certain governance and control rights have been transferred pursuant to the Agreement, although the Agreement had not been fully consummated as of the date of this filing | |
| ● | Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement | |
| ● | The Company’s outstanding obligation to Hydrenesis in the amount of approximately $ will be converted into equity at Closing; | |
| ● | The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State; | |
| ● | Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock; |
The agreement with Hydrenesis was not yet consummated as of the date of this filing.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to NaturalShrimp Incorporated and its wholly-owned subsidiaries.
Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures
We use United States GAAP financial measures, unless otherwise noted. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this quarterly report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise.
Overview
NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities.
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
| ● | The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and | |
| ● | Certain governance and control rights have been transferred pursuant to the Agreement, although the Agreement had not been fully consummated as of the date of this filing. | |
| ● | Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement | |
| ● | The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing; | |
| ● | The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State; | |
| ● | Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock; |
The agreement with Hydrenesis was not yet consummated as of the date of this filing.
Receivership and Liquidation
On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).
The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.
An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion.
On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.
On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.
On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”), a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and Purchasers. The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on May 14, 2025.
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Liquidity and Capital Resources
The Company had limited liquidity as of December 31, 2025 and is currently working on a plan with its existing creditors on how to settle its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers and ii) loans and the corresponding accrued interest.
Results of Operations
During the nine months ended December 31, 2025, the Company settled its outstanding liabilities to both Streeterville and Buckstown (approximately $36 million as of March 31, 2025) through the transfer of ownership rights to its fixed assets and intangible assets. As of the date of the transfer, i) the outstanding debt to those entities was considered extinguished and ii) the fixed assets and intangible assets were derecognized. The Company had limited other activity during the period, as reflected in the Statement of Change in Net Assets.
Critical Accounting Estimates
Liquidation Basis of Accounting
In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.
When using the liquidation basis of accounting, the Company will i) recognize other items that is previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.
Recently Issued Accounting Standards
As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
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In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report.
Based upon that evaluation , our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of December 31, 2025.
Management’s evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2025, and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:
| ● | Inadequate segregation of duties consistent with control objectives; |
| ● | Lack of independent board of directors (as of the balance sheet date) and absence of an audit committee to exercise oversight responsibility related to financial reporting and internal control; |
| ● | Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and |
| ● | Lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives. |
Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
While the company is currently in the process of trying to settle its remaining outstanding debts it was not involved in any legal proceedings as of the date of the filing. Further, the outstanding legal proceeding with Streeterville and Buckstown was considered settled upon the transfer of its assets to those entities in settlement of its outstanding debt.
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Item 1A. Risk Factors
As a smaller reporting Company (“SRC”) we are not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
EXHIBIT INDEX
| Incorporated by Reference | ||||||
| Exhibit Number | Exhibit Description | Form | Exhibit | |||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. | |||||
| 32.1** | Section 1350 Certification of Chief Executive Officer. | |||||
| 101.INS* | Inline XBRL Instance Document | |||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
* Filed herewith.
** Furnished herewith.
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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.
NATURALSHRIMP INCORPORATED
| By: | /s/ David Antelo | |
| David Antelo | ||
| Chief Executive Officer and Interim Chief Financial Officer | ||
| Date: | June 26, 2026 |
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