SHMP 10-K
NaturalShrimp Inc (SHMP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark One)
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the Fiscal Year Ended
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TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
The information contained in this report should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. Certain statements made in this report, including those in the sections of this report entitled “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results Of Operations,” are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed, estimated, expected, intended, or planned.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements after the date of this report to conform these statements to actual results.
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PART I
ITEM 1. BUSINESS
As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “NaturalShrimp,” “Company,” “we,” “us,” and “our” refer to NaturalShrimp Incorporated and its wholly-owned subsidiaries: NaturalShrimp USA Corporation (“NSC”), NaturalShrimp Global, Inc. (“NS Global”) and Natural Aquatic Systems, Inc. (“NAS”). The Company owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company. Unless otherwise specified, all dollar amounts are expressed in United States Dollars.
Corporate History
The Company was incorporated in the State of Nevada on July 3, 2008 under the name “Multiplayer Online Dragon, Inc.” On January 30, 2015, we acquired substantially all of the assets of NaturalShrimp Holdings, Inc. (“NSH”), which had developed the proprietary technology to grow and sell shrimp potentially anywhere in the world that is now the basis of our business. Such assets consisted primarily of all of the issued and outstanding shares of capital stock of its subsidiaries NaturalShrimp Corporation, now called NaturalShrimp USA Corporation (“NSC”), and NaturalShrimp Global (“NS Global”), and certain real property located outside of San Antonio, Texas, in exchange for our issuance of 75,520,240 shares of NaturalShrimp common stock to NSH. As a result of the transaction, NSH acquired 88.62% of the issued and outstanding shares of NaturalShrimp common stock, NSC and NS Global became our wholly-owned subsidiaries, and we changed our principal business to a global shrimp farming company. We changed our name to “NaturalShrimp Incorporated” in 2015.
Receivership
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 alleges, among other things, that NaturalShrimp has 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. Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets.
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 seeks 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. As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and license agreements in exchange for the extinguishment of its outstanding debt to both Streeterville and Buckstown Capital. As of the date of the ownership transfer, the Company ceased its current business operations.
Going Concern and Liquidation Basis of Accounting
Due to the Company’s significant amount of debt that was in default as of September 30, 2024, Ampleo Turnaround and Restructuring, LLC (“the receiver”) was placed as the receiver over the Company’s assets. Further, the receiver filed a motion to sell substantially all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $100,000 in cash. The motion to sell the assets was approved by the court on March 30, 2025 and title to the assets was transferred to Streeterville on May 14, 2025. The Company believes that it continued to function as a going concern until the date that the motion to sell its assets was approved by the court on March 30, 2025 at which point its liquidation became imminent. As such, the Company has presented going concern financial statements as of March 30, 2025 and for the period from April 1, 2024 through March 30, 2025. Furthermore, in accordance with ASC 205-30, Liquidation Basis of Accounting, the Company has presented its financial statements (using a convenience date) as of March 31, 2025 under the liquidation basis of accounting. As such, the financial statements included in the filing also include a Statement of Net Liabilities in liquidation as of March 31, 2025. As there was only a one-day period between the time liquidation became imminent and the end of the reporting period, a Statement of Changes in Net Assets (liabilities) in liquidation has not been presented.
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Business Overview
We are an aquaculture technology company that has developed proprietary, patented platform technologies to allow for the production of aquatic species in an ecologically-controlled, high-density, low-cost environment, and in fully contained and independent production facilities without the use of antibiotics or toxic chemicals. NaturalShrimp owns and operates indoor recirculating Pacific White shrimp production facilities in Texas and Iowa using these technologies.
On October 5, 2015, together with F&T Water Solutions, LLC (“F&T”), we formed NAS, with NaturalShrimp holding a majority interest. The purpose of NAS was for NaturalShrimp and F&T to jointly develop certain water technologies including, without limitation, the electrocoagulation equipment dealing with enclosed aquatic production systems worldwide.
On December 17, 2020, we acquired for $10,000,000 certain assets from VeroBlue Farms USA, Inc. (“VBF”) and its subsidiaries VBF Transport, Inc. and Iowa’s First, Inc., which included facilities located in Webster City, Iowa, Blairsburg, Iowa, and Radcliffe, Iowa. These facilities were designed for the growth of barramundi fish. We have converted 40% of the Webster City facility and 20% of the Blairsburg facility for producing shrimp using the Company’s propriety technology.
On May 25, 2021, the Company purchased from F&T its ownership interest in the water treatment technology that the Company and F&T had previously jointly developed and patented (the “Patent”) through NAS, which is used or useful in growing aquatic species in re-circulating and enclosed environments, as well as F&T’s 100% interest in a second patent associated with the Patent that was issued to F&T in March 2018 and all other intellectual property rights owned by F&T. In addition, the Company acquired all of the outstanding shares of common stock of NAS owned by F&T (the “Common Shares”), thereby making NAS a wholly-owned subsidiary of the Company. The purchase price for both the Patent and the Common Shares totaled $3,000,000 in cash and 13,861,386 shares of NaturalShrimp common stock valued at $7,000,000 for a total consideration of $10,000,000.
On August 25, 2021, the Company, through its now wholly-owned subsidiary NAS, entered into an Equipment Rights Agreement with Hydrenesis Delta Systems, LLC, and a Technology Rights Agreement with Hydrenesis Aquaculture, LLC, in a sub-license agreement with Hydrenesis Aquaculture LLC. The Equipment Rights Agreements relates to specialized and proprietary equipment used to produce and control, dose, and infuse Hydrogas® and RLS® into both water and other chemical species, while the Technology Rights Agreement provides us with a sublicense to the rights to Hydrogas® and RLS®. These technologies enhance the health of the aquatic species and minimize stress in high ammonia conditions. Each such agreement is for a 10-year term and automatically renew for successive 10-year terms unless terminated in accordance therewith. The agreements give NAS the exclusive rights to purchase or distribute the technology, or buy or rent the equipment, in the Industry Sector, which is the primary business and revenue stream generated from indoor aquaculture farming of any species in the Territory, defined as anywhere in the world except for the countries in the Gulf Corporation Council. The Company paid Hydrenesis Delta Systems, LLC the sum of $2,500,000 (staged over a period of time, with $1,250,000 still due), plus a 12.5% royalty for the Equipment Rights Agreement and for the Technology Rights Agreement. The Company paid Hydrenesis Aquaculture, LLC a total of $10,000,000, comprised of $2,500,000 at closing, $1,000,000 within 60 days and 6,500,000 shares of common stock of the Company. The Technology Rights Agreement also carried the same royalty provision.
Development of our Technology
General Background and Overview
Historically, efforts to raise shrimp in a high-density, closed system at the commercial level have been met with either modest success or outright failure through “BioFloc Technology.” An aquaculture system using “BioFloc Technology” recycles waste nutrients to culture microorganisms to form microbial protein from the toxic waste and other organic matter in the water. Infectious agents such as parasites, bacteria, and viruses potentially present in BioFloc systems are the most damaging and most difficult to control. While bacterial infection can in some cases be combated using antibiotics (although not always), the use of antibiotics is generally considered undesirable and counter to “green” cultivation practices. Viruses can be worse in that they are immune to antibiotics. Once introduced to a shrimp population, viruses can wipe out entire farms and shrimp populations, even with intense probiotic applications.
Our primary solution against infectious agents is our “Vibrio Suppression Technology.” This technology utilizes electrocoagulation (a procedure that uses heat from an electric current to destroy abnormal tissue) to kill potential pathogens and harmful bacteria such aa vibrio. While bacteria and other pathogens can still survive using this technology, Vibrio Suppression Technology helps to significantly reduce and suppress harmful organisms that usually cause “BioFloc” and other enclosed technologies to fail. Based on several peer-reviewed studies as well as management’s experience with this technology, we believe that this system creates higher sustainable densities, consistent production, improved growth and survival rates, and improved food conversion without the use of antibiotics, probiotics, or unhealthy anti-microbial chemicals.
Our technology platforms combine electrocoagulation and Hydrogas. Our patented electrocoagulation system replaces the need for biofilters and instead applies non-biological, electrical processes and uses electronics to remove ammonia and to control the level of pathogens in an aquaculture system. These technologies generate water chemistry with antioxidant properties, as demonstrated by third-party studies and our own trial conducted on North Atlantic Salmon at the RASLab research facility in Norway in 2021. The findings showed an increase in the well-being of aquatic species, including enhanced growth rates.
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Hydrogas technology is based on a reducing gas that is produced on demand and infused into an aquaculture water column. The gas lowers the Oxidation Reduction Potential (“ORP”) of water to a negative reading on an ORP meter. Negative ORP refers to the water’s ability to either gain or lose electrons, acting as a measure of its reduction or oxidation capacity. When water has a negative ORP, it is more prone to gaining electrons, indicating a higher reduction potential. The more negative the ORP value of the water column, the stronger the reduction capacity, effects of which have been shown to have benefit within the aquaculture industry. The use of negative ORP water in recirculating aquaculture systems can have several beneficial effects on the animals and their environment such as lowering of the oxidation stress on the animals leading to better food conversion rates.
We have conducted several internal tests over a period of two years with finfish and shrimp, where we observed decreased mortality rates in the test groups utilizing the Hydrogas system.
The use of electrocoagulation in Recirculating Aquaculture Systems (RAS) plays a pivotal role in achieving higher sustainable densities. This technology utilizes an electrical current to coagulate particulates, bacteria, and other pollutants, leading to their precipitation out of the water column. By removing these harmful elements, the water quality is significantly improved, which in turn can support higher densities of animals without compromising their health and well-being. Furthermore, by reducing the bacterial load in the water, such as harmful Vibrio species, the overall health and immunity of the aquaculture species can be boosted, resulting in lower disease incidences and higher sustainable densities.
Maintaining a negative ORP water column using Hydrogas not only aids in consistent production but also improves food conversion rates. A negative ORP signifies a reducing environment, which is beneficial for lowering the oxidative stress on the animals, leading to better food conversion rates. Moreover, the constant removal of harmful substances and bacteria from the water ensures a stable, high-quality environment for the cultured species, leading to consistent growth rates and production. Thus, through the combined benefits of improved water quality, enhanced health, and optimized nutrient utilization, electrocoagulation with a negative ORP water column serves as a valuable tool for sustainable and efficient aquaculture systems.
The principal theories behind the Company’s system are characterized as:
| ● | High-density shrimp production | |
| ● | Weekly production | |
| ● | Natural ecology system | |
| ● | Regional production | |
| ● | Regional distribution |
These principles form the foundation for the Company and our potential distributors so that consumers can be provided with continuous volumes of live and fresh shrimp at competitive prices.
Research and Development; Evolution of Our Technology
In 2001, we began research and development of a high density, natural aquaculture system that is not dependent on ocean water to provide quality, fresh shrimp every week, 52 weeks a year. Our initial system was successful, but we determined that it would not be economically feasible due to high operating costs. Over the next several years, using the knowledge we gained from developing the first system, we developed a shrimp production system that eliminated the high costs associated with the previous system. We have continued to refine this technology, eliminating bacteria and other problems that affect recirculating systems, and now have a successful shrimp-growing process. We have produced thousands of pounds of shrimp over the years in order to develop a design that will consistently produce quality shrimp that grow to a large size at a specific rate of growth. This included experimenting with various types of natural live and synthesized feed supplies before selecting the most appropriate nutritious and reliable combination. It also included utilizing monitoring and control automation equipment to minimize labor costs and to provide the necessary oversight for proper regulation of the shrimp environment.
Our system consists of a nursery tank where the shrimp are acclimated and then moved to a larger grow-out tank for the rest of the growth cycle. During 2016, we engaged in additional engineering projects with third parties to further enhance our indoor production capabilities. The Company, working with F&T, contracted with RGA Labs, Inc. to build and update a prototype of our patented electrocoagulation system for the grow-out and harvesting of fully mature, antibiotic-free Pacific White shrimp. The design provided a viable pathway to begin generating revenue and producing shrimp on a commercially-viable scale. During 2019 the Company decided to begin an approximately $2,000,000 facility renovation, demolishing the interior wood-lined tanks (720,000 gallons). The Company began replacing the previous tanks with 40 new fiberglass tanks (600,000 gallons) at a cost of approximately $400,000, allowing complete production flexibility with smaller tanks.
On March 18, 2020, our research and development plant in La Coste, Texas was destroyed by a fire. The Company believed that it was caused by a natural gas leak, but the fire was so extensive that the cause was never determined. No one was injured as a result of the fire. The majority of the damage was to our pilot production plant, which comprised approximately 35,000 square feet of the total size of the production facilities at the La Coste location, but the fire did not impact the separate greenhouse, reservoirs, or utility buildings. The Company used the proceeds from its subsequent insurance claim to rebuild a 40,000 square foot production building at the La Coste facility and to repurchase the equipment needed to replace what was lost in the fire. The Company further refined the electrocoagulation system for installation in the Texas and later in its Iowa shrimp production facilities. The Company began developing a live shrimp delivery system from the Iowa production facility in November 2021 and from the Texas production facility. In 2023, the Company changed the focus of the Texas facility into a research and development center.
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Overview of Industry
Shrimp is a well-known and globally-consumed commodity, constituting one of the most important types of seafood and a staple protein source for much of the world. According to the Food and Agriculture Organization of the United Nations, the 2021 global production of shrimp was 9.9 billion pounds with over 1.9 billion pounds of shrimp consumed in the United States alone. Approximately 65% of the global supply of shrimp is caught by ocean trawlers and the other 35% is produced by open-air shrimp farms, mostly in developing countries.
Shrimp boats catch shrimp through the use of large, boat-towed nets. These nets are quite toxic to the undersea environment as they disturb and destroy ocean-bottom ecosystems; these nets also catch a variety of non-shrimp sea life, which is typically killed and discarded as part of the shrimp harvesting process. Additionally, the world’s oceans can only supply a finite amount of shrimp each year, and in fact, single-boat shrimp yields have fallen by approximately 20% since 2010 and continue to decrease. The shrimping industry’s answer to this problem has been to deploy more (and larger) boats that deploy ever-larger nets, which has in the short-term been successful at maintaining global shrimp yields. This benefit, however, cannot continue forever, as eventually global demand has the potential of outstripping the oceans’ ability to maintain the natural ecosystem’s balance, resulting in a permanent decline in yields. When taken in light of global population growth and the ever-increasing demand for nutrient-rich foods such as shrimp, this method is clearly an unsustainable production paradigm.
Shrimp farming, known in the industry as “aquaculture,” has ostensibly stepped in to fill this demand/supply imbalance. Shrimp farming is typically done in open-air lagoons and man-made shrimp ponds connected to the open ocean. Because these ponds constantly exchange water with the adjacent sea, the farmers are able to maintain the water chemistry that allows the shrimp to prosper. This method of cultivating shrimp, however, also carries severe ecological peril. First of all, most shrimp farming is primarily conducted in developing countries, where poor shrimp farmers have little regard for the global ecosystem. As a result, these farmers use large quantities of antibiotics and other chemicals that maximize each farm’s chance of producing a crop, putting the entire system at risk. For example, a viral infection that crops up in one farm can spread to all nearby farms, quite literally wiping out an entire region’s production. In 1999, the White Spot virus invaded shrimp farms in at least five Latin American countries: Honduras, Nicaragua, Guatemala, Panama, and Ecuador, and in 2013-14 Early Mortality Syndrome wiped out most of the shrimp yields in the Asia Pacific region and Mexico. Secondly, there is also a finite amount of coastline that can be used for shrimp production — eventually shrimp farms that are dependent on the open ocean will have nowhere to expand. Again, this method is also an ecologically damaging and ultimately unsustainable system for producing shrimp.
In both the cases, the current method of shrimp production is unsustainable. As global populations rise and the demand for shrimp continues to grow, the current system is bound to fall short. Shrimp trawling cannot continue to increase production without completely depleting the oceans’ natural shrimp population. Trends in per-boat yield confirm that this industry has already crossed the overfishing threshold, putting the global open-ocean shrimp population in decline. While open-air shrimp aquaculture may seem to address this problem, it is also an unsustainable system that destroys coastal ecological systems and produces shrimp with very high chemical contamination levels. Closed-system shrimp farming is clearly a superior alternative, but its unique challenges have prevented it from becoming a widely-available alternative.
Of the 1.9 billion pounds of shrimp consumed annually in the United States, over 1.5 billion pounds are imported — much of this from developing countries’ shrimp farms. These farms are typically located in developing countries and use high levels of antibiotics and pesticides that are not allowed under USDA regulations. As a result, these shrimp farms produce chemical-laden shrimp in an ecologically unsustainable way.
Unfortunately, most consumers in the United States are not aware of the origin of their store-bought shrimp or the shrimp that they consume in restaurants. This lack of knowledge is due to a USDA rule that states that only bulk-packaged shrimp must state the shrimp’s country of origin; any “prepared” shrimp, which includes arrangements sold in grocery stores and seafood markets, as well as all shrimp served in restaurants, can simply be sold “as is.” Essentially, the foregoing means that most U.S. consumers may be eating shrimp laden with chemicals and antibiotics. Our product is free of pesticide chemicals and antibiotics, a fact that we believe will be highly attractive and beneficial in terms of our eventual marketing success.
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Our Products
Product Description
Most of the shrimp consumed in the world today come from shrimp farms that can only produce crops between one and four times per year. Consequently, the shrimp from these farms requires freezing between crops until consumed. Our system is designed to harvest different tanks each week, which provides for fresh shrimp throughout the year. We strive to create a niche market of “Always Fresh, Always Natural” shrimp. As opposed to many of the foreign shrimp farms, we can also claim that our product is 100% free of antibiotics. The ability to grow shrimp locally and year-round allows us to provide this high-end product to upscale restaurant and grocery stores throughout the world. The Company is currently selling live shrimp to grocery stores outlets in Chicago and to stores and restaurants in Texas. We rotate the stocking and harvesting of our tanks each week, which allows for weekly shrimp harvests. Our product is free of pollutants and is fed only the highest-quality feeds.
International
We own 100% of NS Global, which was formed to create international partnerships and licensing for our platform technologies. Each international partnership is expected to use the Company’s proprietary technology to penetrate shrimp markets throughout the world utilizing existing food service distribution channels.
Competition
There are a number of companies conducting research and development projects in their attempt to develop closed-system technologies in the U.S., some with reported production and sales. Most North American shrimp farms are using a BioFloc System to intensify shrimp growth. Since these are privately-held companies, it is not possible to know, with certainty, their state of technological development, production capacity, need for water exchange, location requirements, financial status, and other matters. To the best of our knowledge, none are producing significant quantities of shrimp relative to their local markets, and such fresh shrimp sales are likely confined to an area near their production facility.
Additionally, any new competitor would face significant barriers for entry into the market and would likely need years of research and development to develop the proprietary technology necessary to produce similar shrimp at a commercially viable level. It is possible that additional competitors will arise in the future, but with the size and growth of the worldwide shrimp market, we are confident that many competitors could co-exist and thrive in the fresh shrimp industry.
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Intellectual Property
The following table provides information regarding our issued patents:
| Patent Document Number (Issued) | Description | Jurisdiction | Type | Date Filed | Date Issued | Expiration Date |
Current Ownership | Currently In Active Use | Must Be In Continued Use | Will Be Maintained Until a Third-Party Challenge | ||||||||||
| US Patent 10,163,199 B2 | Recirculating Aquaculture System and Treatment method of Aquatic Species | United States | Utility* | 11/28/2016 | 12/25/2018 | 11/28/2036 | Natural Shrimp Inc | Yes | Yes | Yes | ||||||||||
| US Patent 11,297,809 B1 | Ammonia Control in a Recirculating Aquaculture System |
United States | Utility* | 7/7/2021 | 4/12/2022 | 7/7/2041 | Natural Shrimp Inc | Yes | Yes | Yes | ||||||||||
| US Patent 9,908,794 B2 | Electrocoagulation Chamber with Atmospheric & Pressurized Flow Regimes | United States | Utility* | 5/25/2015 | 3/6/2018 | 5/25/2035 | Natural Shrimp Inc | Yes | Yes | Yes |
| * | Utility patents are granted to anyone who invents or discovers any new and useful process, machine, article of manufacture, or compositions of matters, or any new useful improvement thereof. |
| Patent Document Number (Applied) | Description | Jurisdiction | Date Filed | |||
| Application No 17/895,906 | Method and Apparatus for removing specific contaminants from water in a recirculating or linear treatment system | United States | 8/25/2022 |
| Trademarks | Jurisdiction | Live | First Used in Commerce | Date Filed | Published for Opposition | Registration Date | Word Mark | Currently In Active Use | Must Be In Continued Use | Will Be Maintained Until a Third Party Challenge | ||||||||||
| 6,122,073 | United States | Yes | 12/31/2004 | 7/2/2019 | 5/26/2020 | 8/11/2022 | NATURALSHRIMP | Yes | Yes | Yes |
There are potential additional technical processes for which the Company may be able to file a patent. There are no assurances, however, that such applications, if filed, would be issued and no right of enforcement is granted to a patent application. Therefore, the Company plans to use a variety of other methods, including copyright registrations as appropriate, trade secret protection, and confidentiality and non-compete agreements to protect its intellectual property portfolio.
Source and Availability of Raw Materials
We receive necessary raw materials from established suppliers, generally in a timely manner. Currently, we buy our feed from Zeigler, a leading producer of aquatic feed. Post larvae shrimp are available from Sea Products Development in Texas and Homegrown Shrimp in Florida.
Notwithstanding our current relationship with our suppliers of Post Larvae (PLs) shrimp, we have previously experienced temporary shortages and delays as a result issues arising at their hatcheries. We have favorable contacts and past business dealings with other major shrimp feed producers from which we can purchase required raw materials if our current suppliers are not available. In addition, we have also experienced supply-chain problems that have restricted our access to needed equipment parts and supplies. However, we have been able to mitigate these issues by modifying off-the-shelf readily available parts and equipment to work within our system.
Government Approvals and Regulations
We are subject to government regulation and require certain licenses. The following list includes regulations to which we are subject and/or the permits and licenses we currently hold:
| ● | Annual permit issued by the Texas Commission on Environmental Quality (“TCEQ”). TCEQ regulates facility wastewater discharge. The La Coste facility is rated Level 1 (Recirculation System with No Discharge). The Company’s technologies provide for zero discharge, which makes it much easier to locate production facilities in various locations having strict environmental requirements. | |
| ● | The Company has applied to register the La Coste facility with the FDA in case the Company decides to process the shrimp in the future at this facility. However, the shrimp are currently delivered heads-on with no processing. | |
| ● | The Company has applied to register the facility in Webster City, Iowa with the FDA in case the Company decides to process the shrimp in the future at this facility. However, the shrimp are currently delivered heads-on with no processing. | |
| ● | Annual aquaculture license issued by Iowa Department of Natural Resources in respect of the Webster City, Iowa facility to produce shrimp in Iowa. |
We are subject to certain regulations regarding the need for field employees to be certified. We strictly adhere to these regulations. The cost of certification is an accepted part of expenses. Regulations may change and become a cost burden, but compliance and safety are our main concern.
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Corporate and Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are available free of charge though our website (http://www.naturalshrimp.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). Except as otherwise stated in these documents, the information contained on our website or available by hyperlink from our website is not incorporated by reference into this report or any other documents we file, with or furnish to, the SEC.
Human Capital Management
Employees
As of the date of the filing we had a very limited number of full-time employees due to the cessation of our current business operations. In addition to our very limited number of full-time employees, we retain the services of outside consultants for various functions including legal and accounting services.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 1C. CYBERSECURITY
During our fiscal year ended March 31, 2023 , the email of one of our executive officers was hacked by an unknown third party. Utilizing the hacked email of our executive officer, the unknown third party requested a $100,000 payment from one of our investors. In response to the email, the investor wired the $100,000 payment to a bank account provided in the email. The investor funds were not recovered, and the Company was required to make certain restitution to the investor (via the issuance of common shares). As a result of the incident, the Company engaged with DATAECON in order to reduce the potential of such cybersecurity risks going forward.
Governance
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ITEM 2. PROPERTIES
Not applicable
ITEM 3. LEGAL PROCEEDINGS
Receivership
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 alleges, among other things, that NaturalShrimp has 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. Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets.
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 seeks 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. As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and license agreements in exchange for the extinguishment of its outstanding debt to both Streeterville and Buckstown Capital. As of the date of the ownership transfer, the Company ceased its current business operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock was historically quoted on the OTC Markets Group quotation system under the symbol “SHMP.” Currently, our common stock is only eligible for unsolicited broker quotations and is now traded on the OTC Markets “Expert Market,” which is accessible solely to broker-dealers and professional investors. As a result, there is no established public trading market for our common stock and a range of high and low bid information is not available.
Transfer Agent
Our transfer agent is TranShare Corporation, 15500 Roosevelt Blvd, Suite 302, Clearwater, FL 33760. Their telephone number is (303) 662-1112.
Holders of Common Stock
As of October 6, 2025, there were approximately 520 shareholders of record of our common stock. As of such date, 1,277,546,746 shares were issued and outstanding.
Dividends
We have never declared or paid any cash dividends on our common stock, nor do we have any intention to do so in the future.
Securities Authorized for Issuance Under Equity Compensation Plans
There were no equity compensation plans formally approved by the shareholders of the Company as of March 31, 2025.
Recent Sales of Unregistered Securities
We have previously disclosed in our quarterly reports on Form 10-Q and current reports on Form 8-K filed since April 1, 2023, all sales of securities without registration under the Securities Act of 1933, as amended, during the fiscal year ended March 31, 2025.
Issuer Purchases of Equity Securities
During the fiscal year ended March 31, 2025, we did not repurchase any of our equity securities.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Notice Regarding Forward Looking Statements
The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this report other than statements of historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
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Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this report. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, risks discussed in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For additional information regarding forward-looking statements, see “Forward-Looking Statements” at the beginning of this report.
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 annual report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise.
This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report.
Overview
We were an aquaculture technology company that developed proprietary, patented platform technologies to allow for the production of aquatic species in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities without the use of antibiotics or toxic chemicals.
We were incorporated in July 2008 and acquired substantially all of the assets of NSH, the company that developed the proprietary technology to grow and sell shrimp potentially anywhere in the world that is now the basis of our business. In 2015 NSH acquired 88.62% of the issued and outstanding shares of NaturalShrimp Common Stock, NSC and NS Global became our wholly-owned subsidiaries, and we changed our principal business to a global shrimp farming company.
On October 5, 2015, we formed NAS with F&T, the purpose of which was to jointly develop with F&T certain water technologies.
On December 17, 2020, we acquired for $10.0 million certain assets from VeroBlue Farms USA, Inc. and its subsidiaries, which assets included our three current facilities located in Iowa.
On May 25, 2021, we purchased certain parent and intellectual property rights from F&T and acquired all of its outstanding shares in NAS, thereby making NAS our wholly-owned subsidiary, for $3.0 million in cash and 13,861,386 shares of NaturalShrimp Common Stock.
On August 25, 2021, through NAS, we entered into an Equipment Rights Agreements with Hydrenesis-Delta Systems, LLC and a Technology Rights Agreement with Hydrenesis Aquaculture LLC. The Equipment Rights Agreement relates to specialized and proprietary equipment used to produce and control, dose, and infuse Hydrogas® and RLS® into both water and other chemical species, while the Technology Rights Agreement provides us with a sublicense to the rights to Hydrogas® and RLS®.
The Company has three wholly-owned subsidiaries: NSC, NS Global, and NAS, and owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company.
During September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s. Further, during February of 2025, the receiver submitted a motion to sell substantially all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $100,000 in cash. The motion to sell was approved by the court on March 30, 2025. The Company believes that it continued to function as a going concern until the date of the approved sale. As such, the Company has presented going concern financial statements as of March 30, 2025 and for the period from April 1, 2024 through March 30, 2025. Furthermore, in accordance with ASC 205-30, Liquidation Basis of Accounting, the Company has presented its financial statements (using a convenience date) as of March 31, 2025 under the liquidation basis of accounting. As such, the financial statements included in the filing also include a Statement of Net Liabilities in liquidation as of March 31, 2025. As there was only a one-day period between the time liquidation became imminent and the end of the reporting period, a Statement of Changes in Net Assets (liabilities) in liquidation has not been provided.
Results of Operations
As discussed above, the Company ceased being a going concern on March 30, 2025 and, subsequent to that date, began applying the liquidation basis of accounting. As such, the Company believes that a discussion of its results of operations, whether that includes i) comparing the liquidation basis period to the going concern period or ii) comparing the going concern period ended March 30, 2025 to the prior year period ended March 31, 2024 would not be informative.
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Liquidity and Capital Resources
At March 31, 2025, we had cash on hand of $101,969. As discussed in the filing, the Company has liquidated its primary operating assets in order to settle its outstanding debt with Streeterville and Buckstown Capital. At the time of this filing, the Company does not have a finalized plan regarding the settlement of its remaining outstanding liabilities or an exact timeline regarding its liquidation process.
Critical Accounting Estimates
Fair Value Measurement
The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in the valuation of an asset or liability. It establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The derivative and warrant liabilities are Level 3 fair value measurements.
Liquidation Basis of Accounting
In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company will prepare 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Item 8 is included following the “Index to Financial Statements” on page F-1 contained in this annual report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure 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. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.
Our 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 of the end of the period covered by this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
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Material Weakness in Internal Control over Financial Reporting
Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025 based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of March 31, 2025 was not effective. Management realized that there were deficiencies in the design or operation of our internal control over financial reporting that adversely affected it and that management considers to be material weaknesses. Such material weaknesses in our internal control over financial reporting have not been remedied.
The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small number of staff:
| ● | 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. |
Management continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
The remediation actions planned include:
| ● | Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; |
| ● | Establish an independent board of directors and an audit committee (which the company intends to implement at the time of the completion of the Business Combination) to provide oversight for remediation efforts and ongoing guidance regarding accounting, financial reporting, overall risks and the internal control environment; |
| ● | Retain additional accounting personnel with public company financial reporting, technical accounting, SEC compliance, and strategic financial advisory experience to achieve adequate segregation of duties; and |
| ● | Continue to develop formal policies and procedures on accounting and internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures. |
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.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the present directors and executive officers of the Company. Except as set forth below, there are no other persons who have been nominated or chosen to become directors, nor are there any other persons who have been chosen to become executive officers. Other than as set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.
| Name | Age | Position | Since | |||
| Gerald Easterling | 77 | Chief Executive Officer, President and Director | 2015 | |||
| William Delgado | 66 | Treasurer, Chief Financial Officer and Director | 2014 | |||
| Tom Untermeyer | 66 | Chief Operating Officer, Chief Technology Officer and Director | 2019 | |||
| William Steven Walker | 74 | General Counsel and Secretary | 2022 |
The Board of Directors is comprised of only one class. All of the directors serve for a term of one year and until their successors are elected at the Company’s annual shareholders meeting and are qualified, subject to removal by the Company’s shareholders. Each executive officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.
Our Board of Directors believes that all members of the Board and all executive officers encompass a range of talent, skill, and experience sufficient to provide sound and prudent guidance with respect to our operations and interests. The information below with respect to our directors and executive officers includes each individual’s experience, qualifications, attributes, and skills that led our Board of Directors to the conclusion that he or she should serve as a director and/or executive officer.
Biographies of Executive Officers and Directors
Set forth below are brief accounts of the business experience during at least the past five years of each director and executive officer of the Company.
Gerald Easterling – Chief Executive Officer, President and Director
Mr. Easterling has served as President and a director of the Company since January 2015 and as its Chief Executive Officer since August 2019. He also co-founded and has served as President and a director of NSH since its inception in 2001. Mr. Easterling has over 40 years’ experience in the food business and related industries. From 1995 to 2001, Mr. Easterling was Chief Executive Officer and Chairman of the Board of Excel Vending Companies, headquartered in Austin, Texas, which utilized the Café Quick patented customer automated fast food vending equipment. He was co-founder and served as President and a Director of Cafe Quick Enterprises, Inc., a Dallas-headquartered company that designed, developed, and patented both packaging and the Café Quick automated fast food vending equipment. Café Quick licensed the patented technology manufacturing rights both domestically and internationally, from 1988 to 2008. Mr. Easterling has also served as a member of the board of directors of NSC and NS Global since 2001.
Our Board of Directors believes that Mr. Easterling is qualified to serve as a director because of his business experience, including his experience as a director of companies in industries similar to those as the Company, as described above.
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William J. Delgado – Treasurer, Chief Financial Officer and Director
Mr. Delgado has served as Chief Financial Officer and Treasurer of the Company since July 2015 and as a Director since May 2014. He also served as President of the Company from May 2014 through January 2015. Mr. Delgado has served as a Director of Global Digital Solutions, Inc. (“GDSI”), a publicly traded company that provides cyber arms technology and complementary security and technology solutions, since 2005 and as its Chief Executive Officer and Chairman of the Board since May 2016. He also previously served as GDSI’s President and Chief Executive Officer and Chief Financial Officer from August 2004 to August 2013 and as its Executive Vice President in charge of business development from August 2013 to May 2016. He has also served as the President, Chief Executive Officer, and Chief Financial Officer of Eco-Growth Strategies, Inc., a nutraceutical company developing a range of CBD-based products, since May 2007.
Mr. Delgado began his career with Pacific Telephone in the Outside Plant Construction. He later transferred to their network engineering group and concluded his career at Pacific Bell as the Chief Budget Analyst for the Northern California region. Prior to that, in 1991 Mr. Delgado founded and served as President of All Star Telecom, specializing in Open Settlement Protocol construction and engineering and systems cabling. All Star Telecom was sold to International FiberCom, which provided a wide variety of services and equipment to the telecommunications, cable television and other related industries, in 1999 and Mr. Delgado served as Executive Vice President of International FiberCom until 2002. Thereafter, Mr. Delgado served as President and Chief Executive Officer of Pacific Comtel in San Diego, California, a provider of structured cabling design, installation, and maintenance for companies, governments, and educational institutions, that was acquired by GDSI in 2004. Mr. Delgado holds a BS with honors in Applied Economics from the University of San Francisco and Graduate studies in Telecommunications Management at Southern Methodist University.
Our Board of Directors believes that Mr. Delgado is qualified to serve on our board because of his business experience, including his experience in management and as a director of public companies including GDSI and International FiberCom, as described above.
Thomas Untermeyer – Chief Operating Officer, Chief Technology Officer and Director
Mr. Untermeyer co-founded NSH and invented the initial technology behind its computer-controlled shrimp-raising system acquired by the Company in 2015 and that forms the core of its business. He has served as a director of the Company since September 2020, as its Chief Operating Officer since September 2019, its Chief Technology Officer since January 2015, and as its Secretary from September 2020 through February 2021. Prior to the Company’s acquisition of NSH in 2015 he had been an engineering consultant to NSH since 2001. From 1981 to 2017 Mr. Untermeyer served as a Senior Program Manager with Southwest Research Institute, an independent and nonprofit applied research and development organization in San Antonio, Texas. His business experience includes systems engineering, program development, and technical management. Mr. Untermeyer has spent his entire career in the process of defining, designing, and developing electronic products and systems for both commercial and government clients. This has included small design programs to large multi-million dollar programs involving large multidisciplinary teams composed of software, electrical, and mechanical engineers. Mr. Untermeyer holds a Bachelor of Science in Electrical Engineering from St. Mary’s University.
Our Board of Directors believes that Mr. Untermeyer is qualified to serve on the board because of his technical expertise and historical knowledge of our business.
William Steven Walker – General Counsel and Secretary
Mr. Walker was licensed in the State of Texas in November 1976 and has been engaged in the private practice of law since March 1983. Since 1983, Mr. Walker has been a solo practitioner specializing in corporate law, oil and gas transactions and litigation. Mr. Walker has served as the Company’s General Counsel since July 2022 and Secretary since February 2021. He served as the original General Counsel of NSH from 2001 to 2015 and on its board of directors from 2001 to 2015. Mr. Walker brings a wide range of experience to the Company and also has historical knowledge of the Company’s history. Mr. Walker is a graduate of the University of Texas and received his law degree from Saint Mary University School of Law.
Family Relationships
There are no family relationships between or among any of our directors and executive officers.
Involvement in Certain Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
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Meetings of the Board; Committees
We do not currently have a standing audit, nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating and compensation committees.
Audit Committee
Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Exchange Act. Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established.
Audit Committee Financial Expert
We currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, as we have not yet created an audit committee of the Board of Directors.
Nominations to the Board of Directors
Our directors play a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.
In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o NaturalShrimp Incorporated, 13601 Preston Road, Suite E1092, Dallas, Texas 75240.
Director Nominations
As of March 31, 2025, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.
Board Leadership Structure and Role on Risk Oversight
Gerald Easterling currently serves as our Principal Executive Officer and President and CEO. We have determined that our leadership structure was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company. It is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in our risk oversight function.
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Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
Code of Ethics
We have adopted a written code of ethics that applies to our chief executive officer and chief financial officer. A copy of such code of ethics is available upon written request to the Company.
ITEM 11. EXECUTIVE COMPENSATION
General Philosophy
Our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.
The following summary compensation table indicates the cash and non-cash compensation earned from the Company during the fiscal years ended March 31, 2025 and March 31, 2024 by our current principal executive officer and each of the other two highest paid executives whose total compensation exceeded $100,000 during those years.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | All Other Compen- sation | Total | ||||||||||||||||
| Gerald Easterling, | 2025 | $ | 180,000 | $ | - | $ | - | $ | 14,385 | $ | 194,385 | |||||||||||
Chairman of the Board, President and CEO (1) | 2024 | $ | 180,000 | - | - | $ | 14,385 | $ | 194,385 | |||||||||||||
| William Delgado, | 2025 | $ | 160,000 | $ | - | $ | - | $ | 9,132 | $ | 169,132 | |||||||||||
| CFO (2) | 2024 | $ | 160,000 | $ | - | $ | - | $ | 9,132 | $ | 169,132 | |||||||||||
| Tom Untermeyer, | 2025 | $ | 160,000 | $ | - | $ | - | $ | 8,910 | $ | 168,910 | |||||||||||
| COO, CTO (3) | 2024 | $ | 160,000 | $ | - | $ | $ | 8,910 | $ | 168,910 | ||||||||||||
| (1) | Mr. Easterling is entitled to receive medical insurance reimbursement, of which $0 was paid during the fiscal years ended March 31, 2025 and March 31, 2024, respectively, and $16,770 was accrued at March 31, 2025. Mr. Easterling is also entitled to an automobile allowance of $500 per month, of which $0 was paid during the fiscal year ended March 31, 2025 and 2024 and $14,000 was accrued for as of March 31, 2025. As of March 31, 2025, Mr. Easterling was owed $412,500 for accrued and unpaid wages. The accrued amount represents his entire salary for fiscal years 2025 and 2024. |
| 20 |
| (2) | As of March 31, 2025, Mr. Delgado was owed $266,667 for accrued and unpaid wages. The accrued amount represents his entire salary for fiscal years 2025 and 2024. Mr. Delagado is also eligible to receive healthcare reimbursement, of which $0 was paid during our fiscal year ended March 31, 2025. |
| (3) | As of March 31, 2025 and March 31, 2024, Mr. Untermeyer was owed $430,667 for accrued and unpaid salary. The accrued amount represents his entire salary for fiscal years 2025 and 2024. Mr. Untermeyer is entitled to receive medical insurance reimbursement, of which $0 was paid during the fiscal years ending March 31, 2025 and 2024. Mr. Untermeyer is also entitled to an automobile allowance of $500 per month, of which $0 was paid during the fiscal years 2025 and 2024 and $14,000 was accrued and unpaid. |
Employment Agreements
Gerald Easterling
As of April 1, 2015, the Company entered into an employment agreement with Gerald Easterling as the Company’s President, as amended pursuant to an amendment thereto dated as of May 21, 2021. The agreement as amended provides for an annual base salary of $180,000 and that Mr. Easterling may also receive one or more bonuses at such times and in such amounts as determined in the sole discretion of the Company’s Board of Directors. Mr. Easterling is also entitled to certain benefits including health insurance, reimbursement of cell phone costs, and a monthly $500 car allowance.
Mr. Easterling’s employment agreement terminates automatically upon his death. In addition, the Company may terminate the agreement because of Mr. Easterling’s Total Disability or for certain events constituting Cause, in each case as defined in the agreement, or without Cause. Mr. Easterling may terminate his employment agreement for certain events constituting Good Reason, as defined in the agreement, or without Good Reason.
The agreement provides that in the event that Mr. Easterling is terminated without Cause or resigns for Good Reason, he will receive, as severance, his base salary for a period of 60 months following the date of termination. In the event of a Change of Control (as defined in the agreement) of the Company, Mr. Easterling may elect to terminate the agreement within 30 days thereafter and upon such termination would be entitled to receive a lump sum payment equal to 500% of his annual base salary.
The agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of one year following termination of the agreement, as well as confidentiality provisions.
Tom Untermeyer
As of November 1, 2017, the Company entered into an employment agreement with Tom Untermeyer as its Chief Technology Officer, as amended pursuant to an amendment thereto dated as of May 21, 2021. The agreement as amended provides for an annual base salary of $160,000 and that Mr. Untermeyer may also receive one or more bonuses at such times and in such amounts as determined in the sole discretion of the Company’s Board of Directors.
Mr. Untermeyer’s employment agreement terminates automatically upon his death. In addition, NaturalShrimp may terminate the agreement because of Mr. Untermeyer’s Total Disability or for certain events constituting Cause, in each case as defined in the agreement, or without Cause. Mr. Untermeyer may terminate his employment agreement for certain events constituting Good Reason, as defined in the agreement, or without Good Reason.
The agreement provides that in the event that Mr. Untermeyer is terminated without Cause he will receive, as severance, his base salary for a period of six months following the date of termination. The agreement also provides, however, that in the event of a Change of Control (as defined in the agreement) of the Company, Mr. Untermeyer may elect to terminate the agreement within 30 days thereafter and upon such termination would be entitled to receive a lump sum payment equal to 50% of his annual base salary.
The agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of two years following termination of the agreement, as well as confidentiality provisions.
| 21 |
William Delgado
As of May 1, 2021, the Company entered into an employment agreement with William Delgado as its Chief Financial Officer. The agreement provides for an annual base salary of $160,000 and that Mr. Delgado may also receive one or more bonuses at such times and in such amounts as determined in the sole discretion of our Board of Directors.
Mr. Delgado’s employment agreement terminates automatically upon his death. In addition, the Company may terminate the agreement because of Mr. Delgado’s Total Disability or for certain events constituting Cause, in each case as defined in the agreement, or without Cause. Mr. Delgado may terminate his employment agreement for certain events constituting Good Reason, as defined in the agreement, or without Good Reason.
The agreement provides that in the event that Mr. Delgado is terminated without Cause or resigns for Good Reason he will receive, as severance, his base salary for a period of 60 months following the date of termination. In the event of a Change of Control (as defined in the agreement) of the Company, Mr. Delgado may elect to terminate the agreement within 30 days thereafter and upon such termination would be entitled to receive a lump sum payment equal to 50% of his annual base salary.
The agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of one year following termination of the agreement, as well as confidentiality provisions.
Potential Payments Upon Termination or Change-in-Control
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the Company. Such payments are set forth above in the section entitled “Employment Agreements.”
Except as described above, none of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
Compensation of Directors
We do not compensate our directors for their service on the Board of Directors. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
Stock Option Plans - Outstanding Equity Awards at Fiscal Year End
None of NaturalShrimp’s executive officers held any unexercised options to purchase stock of NaturalShrimp, unvested shares of NaturalShrimp common or preferred stock, or outstanding equity incentive plan awards at March 31, 2025.
Compensation Committee
The Company does not have a separate Compensation Committee. Instead, the Company’s Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers the Company’s stock option plans and other benefit plans, if any, and considers other matters.
Risk Management Considerations
We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.
| 22 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth certain information regarding our shares of common stock and our voting shares beneficially owned as of November 2, 2025 and is based on (i) 1,277,546,746 shares of common stock issued and outstanding, (ii) 5,000,000 shares of Series A Preferred Stock issued and outstanding all owned by Gerald Easterling (which equals 300 million votes and is convertible into the number of shares of common stock equal to the difference between our authorized and issued shares of common stock (122,453,254 shares), and (iii) 750,000 shares of Series F Preferred Stock issued and outstanding (which equals 750 million votes and is not currently convertible into shares of common stock) for (A) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock and voting shares, (B) each named executive officer and director, and (C) all executive officers and directors as a group. A person is considered to beneficially own any shares (1) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (2) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the tables for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For purposes of these tables, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of October 8, 2025. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of October 8, 2025 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Except as otherwise indicated, the address of each of the shareholders listed below is: P.O. Box 1256, Dallas, Texas 75225.
| Beneficial Owner | Common Stock Shares Beneficially Owned | % of Common Stock Shares Beneficially Owned | Voting Shares Beneficially Owned | % of Voting Shares Beneficially Owned (7) | ||||||||||||
| Gerald Easterling | 125,910,161 | (1) | 8.7 | % (3) | 553,456,907 | (4) | 23.73 | % | ||||||||
| William Delgado | 5,715,719 | (2) | * | 255,715,719 | (5) | 10.96 | % | |||||||||
| Tom Untermeyer | 5,140,666 | (2) | * | 255,140,666 | (6) | 10.94 | % | |||||||||
| Directors and Executive Officers as a Group (three persons) | ||||||||||||||||
| Total | 136,766,546 | 8.7 | % | 1,064,313,292 | 45.63 | % | ||||||||||
* Less than 1%
| (1) | Consists of (a) 3,456,907 shares of common stock and (b) 122,453,254 shares of common stock into which the 5 million shares of Series A Preferred Stock is convertible. |
| (2) | Consists solely of shares of common stock owned. Of the 5,715,719 shares owned, all but 500,000 are held by Dragon Acquisitions LLC, of which Mr. Delgado is the managing member. |
| (3) | Solely with regard to Mr. Easterling, the percentage is based on the 1,277,546,746 shares of common stock outstanding plus the 122,453,254 shares of common stock into which the 5 million shares of Series A Preferred Stock is convertible. |
| (4) | Consists of (a) 3,456,907 shares of common stock, (b) 300 million votes to which the 5 million shares of Series A Preferred Stock held by Mr. Easterling is entitled (60 votes per share), and (c) 250 million votes to which the 250,000 shares of Series F Preferred Stock held by Mr. Easterling is entitled (1,000 votes per share). |
| (5) | Consists of (a) 5,715,719 shares of common stock and (b) 250 million votes to which the 250,000 shares of Series F Preferred Stock held by Mr. Delgado is entitled (1,000 votes per share). |
| (6) | Consists of (a) 5,140,666 shares of common stock and (b) 250 million votes to which the 250,000 shares of Series F Preferred Stock held by Mr. Untermeyer is entitled (1,000 votes per share). |
| (7) | Each percentage in this column is based on (a) 1,277,546,746 shares of common stock outstanding, (b) 300 million votes to which the 5 million shares of Series A Preferred Stock outstanding is entitled (60 votes per share), (c) 5,143,000 votes to which the 1,571 shares of Series E Preferred Stock outstanding is entitled, and (c) 750 million votes to which the 750,000 shares of Series F Preferred Stock outstanding is entitled (1,000 votes per share). |
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Non-Cumulative Voting
The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
During the year ended March 31, 2025, the Company received $40,000 in proceeds from the issuance of a promissory note with a family members of related parties. The notes bear interest at 10% and have maturity dates one year from the issuance date.
During the year ended March 31, 2024, the Company received $140,000 in proceeds from the issuance of three promissory notes with family members of related parties. The notes bear interest at 10% and have maturity dates one year from the issuance date. The promissory notes were in default as of the date of the filing.
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NaturalShrimp Holdings, Inc.
As discussed under “Item 1. Business,” on January 30, 2015, the Company acquired substantially all of the assets of NSH, which consisted primarily of all of the issued and outstanding shares of capital stock of its subsidiaries NSC and NS Global and certain real property located outside of San Antonio, Texas, in exchange for its issuance of 75,520,240 shares of NaturalShrimp Common Stock to NSC. As a result of the transaction, NSH acquired 88.62% of the issued and outstanding shares of the Company’s common stock, NSC and NS Global became wholly-owned subsidiaries of the Company, and the Company changed its principal business to a global shrimp farming company. It changed its name to “NaturalShrimp Incorporated” in 2015.
There were no material relationships between the Company and NSH or between the Company’s or NSH’s respective affiliates, directors, or officers or associates thereof, other than in respect of the asset acquisition and the related asset purchase agreement.
On January 1, 2016 the Company entered into a notes payable agreement with NaturalShrimp Holdings, Inc.(“NSH”), a shareholder. The note payable has no set monthly payment or maturity date with a stated interest rate of 2%. During the year ended March 31, 2022, the Company paid off $655,750 of the note payable. The outstanding balance was approximately $79,000 and $77,000 as of March 31, 2025 and March 31, 2024, respectively. As March 31, 2025 and March 31, 2024, accrued interest payable was approximately $93,000 and $74,000, respectively.
Director Independence
Our board of directors consists of Gerald Easterling, William Delgado and Tom Untermeyer. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by NYSE, Nasdaq, and the SEC.
Subject to some exceptions, these standards generally provide that a director will not be independent if: (i) the director is, or in the past three years has been, an employee of ours; (ii) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (iii) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (iv) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (v) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (vi) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues. Based on these standards, we have determined that Messrs. Easterling, Untermeyer and Delgado are not independent directors.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit and Accounting Fees
The following tables set forth the fees billed to us for professional services rendered by Turner, Stone & Company for the years ended March 30, 2025 and March 31, 2024:
| Services | 2025 | 2024 | ||||||
| Audit fees | $ | 66,000 | $ | 85,600 | ||||
| Audit related fees | - | 12,600 | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | 31,935 | ||||||
| Total fees | $ | 66,000 | $ | 130,135 | ||||
Audit Fees
The audit fees were paid for the audit services of our annual and quarterly reports and issuing consents for our registration statements.
Audit Related Fees
The audit related fees were paid for the services of issuing consents for our registration statements filed during 2024.
Tax Fees
The taxes fees were paid for tax services provided during the years ended March 30, 2025 and March 31, 2024.
All Other Fees
All other fees were for services provided related to the merger with Yotta Acquisition Corp during 2024.
Pre-Approval Policies and Procedures
Our board of directors preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
| 25 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
| Exhibit | Incorporated by Reference | |||||||
| Number | Exhibit Description | Form | Exhibit | Filing Date | ||||
| 3.1 | Articles of Incorporation of NaturalShrimp Incorporated, as amended | 10-K | 3.1 | 6/29/2022 | ||||
| 3.2 | Bylaws of NaturalShrimp Incorporated | S-1 | 3.2 | 6/11/2009 | ||||
| 3.3 | Certificate of Designation of Series A Preferred Stock | 8-K | 3.1 | 8/22/2018 | ||||
| 3.4 | Certificate of Designation of Series B Preferred Stock | 10-Q | 3.1 | 11/14/2019 | ||||
| 3.5 | Certificate of Designation of Series D Preferred Stock | 8-K | 3.1 | 12/22/2020 | ||||
| 3.6 | Certificate of Designation of Series E Preferred Stock | 8-K | 3.1 | 4/15/2021 | ||||
| 3.7 | Certificate of Designation of Series F Preferred Stock | 8-K | 3.1 | 3/1/2022 | ||||
| 3.8 | Certificate of Designation of Series G Preferred Stock | 10-K | 3.8 | 7/17/2024 | ||||
| 4.1 | Specimen Common Stock Certificate | S-1 | 4.1 | 6/11/2009 | ||||
| 4.2 | Description of Securities | 10-K | 4.2 | 6/29/2022 | ||||
| 21.1* | Subsidiaries of the Registrant. | 10-K | 21.1 | 6/27/2023 | ||||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. | |||||||
| 31.2* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. | |||||||
| 32.1** | Section 1350 Certification of Chief Executive Officer. | |||||||
| 32.2** | Section 1350 Certification of Chief Financial 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 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document | |||||||
* Filed herewith.
** Furnished herewith.
+ Management compensatory plan or contract.
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
| 26 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Gerald Easterling | |
| Gerald Easterling | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: | November 5, 2025 | |
| By: | /s/ William Delgado | |
| William Delgado | ||
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
||
| Date: | November 5, 2025 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signatures | Title(s) | Date | ||
| /s/ Gerald Easterling | Chief Executive Officer and Chairman of the Board | Date: November 5, 2025 | ||
| Gerald Easterling | of Directors (Principal Executive Officer) | |||
| /s/ William Delgado | Chief Financial Officer, Treasurer and Director | Date: November 5, 2025 | ||
| William Delgado | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Tom Untermeyer | Chief Operating Officer, Chief Technology Officer and Director | Date: November 5, 2025 | ||
| Tom Untermeyer |
| 27 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NATURALSHRIMP INCORPORATED
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2025, MARCH 30, 2025 AND MARCH 31, 2024
TABLE OF CONTENTS
| Page | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB FIRM ID 76) | F-1 |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Consolidated Statement of Net Liabilities in Liquidation | F-2 |
| Consolidated Balance Sheet | F-3 |
| Consolidated Statement of Operations | F-4 |
| Consolidated Statement of Changes in Stockholders’ Deficit | F-5 |
| Consolidated Statement of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| 28 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors
and Stockholders of NaturalShrimp Incorporated
Opinion on the Consolidated Financial Statements
Going Concern and Liquidation Basis of Accounting
The accompanying consolidated financial statements as of March 30, 2025 have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As such, the Company has presented going concern financial statements as of March 30, 2025 and for the period from April 1, 2024 through March 30, 2025. Furthermore, in accordance with ASC 205-30, Liquidation Basis of Accounting, the Company has presented its financial statements (using a convenience date) as of March 31, 2025 under the liquidation basis of accounting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
| ● | Going Concern – As discussed in Note 3 to the consolidated financial statements, due to the Company’s significant amount of debt that was in default as of September 30, 2024, Ampleo Turnaround and Restructuring, LLC (“the receiver”) was placed as the receiver over the Company’s assets. Further, the receiver filed a motion to sell substantially all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $100,000 in cash. The motion to sell the assets was approved by the court on March 30, 2025 and title to the assets was transferred to Streeterville on May 14, 2025. The Company believes that it continued to function as a going concern until the date that the motion to sell its assets was approved by the court on March 30, 2025 at which point liquidation became imminent. As such, the Company has presented going concern financial statements as of March 30, 2025 and for the period from April 1, 2024 through March 30, 2025. Furthermore, in accordance with ASC 205-30, Liquidation Basis of Accounting, the Company has presented its financial statements (using a convenience date) as of March 31, 2025 under the liquidation basis of accounting. As such, the financial statements included in the filing also include a Statement of Net Liabilities in liquidation as of March 31, 2025. As there was only a one-day period between the time liquidation became imminent and the end of the reporting period, a Statement of Changes in Net Assets (liabilities) in liquidation has not been presented |
/s/
We have served as the Company’s auditor since 2025.
November 4, 2025
| F-1 |
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
| As of | ||||
| March 31, 2025 | ||||
| Cash | ||||
| Current assets | ||||
| Fixed assets and intangibles | ||||
| Other assets | ||||
| Accounts payable and accrued expenses | ( | ) | ||
| Notes payable and lines of credit | ( | ) | ||
| Othe liabilities | ( | ) | ||
| Net liabilities in liquidation | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
| As of | ||||
| March 30, 2025 | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | |||
| Accounts receivable | ||||
| Inventory | ||||
| Prepaid expenses | ||||
| Total current assets | ||||
| Fixed assets, net | ||||
| Other assets | ||||
| Patents, net | ||||
| License Agreement, net | ||||
| Right of Use asset | ||||
| Deposits | ||||
| Total other assets | ||||
| Total assets | $ | |||
| LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT | ||||
| Current liabilities | ||||
| Accounts payable | $ | |||
| Accrued interest | ||||
| Accrued interest - related parties | ||||
| Other accrued expenses | ||||
| Accrued expenses - related parties | ||||
| Short-term Note and Lines of credit | ||||
| Notes payable | ||||
| Restructured Senior note payable | ||||
| Restructured August note payable | ||||
| Notes payable - related parties | ||||
| Dividends payable | ||||
| Warrant liability | ||||
| Lease Liability, current | ||||
| Total current liabilities | ||||
| Lease Liability, non-current | ||||
| Total liabilities | ||||
| Commitments and contingencies (Note 11) | ||||
| Series E Redeemable Convertible Preferred stock, $ par value, shares authorized, and shares issued and outstanding at March 30, 2025 and March 31, 2024, respectively | ||||
| Series F Redeemable Convertible Preferred stock, $ par value, shares authorized, shares issued and outstanding at March 30, 2025 and March 31, 2024, respectively | ||||
| Series G Redeemable Convertible Preferred stock, $ par value, shares authorized, and shares issued and outstanding at March 30, 2025 and March 31, 2024, respectively | ||||
| Stockholders’ deficit | ||||
| Series A Convertible Preferred stock, $ par value, shares authorized, shares issued and outstanding at March 30, 2025 and March 31, 2024, respectively | ||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding at March 30, 2025 and March 31, 2024, respectively | ||||
| Additional paid in capital | ||||
| Stock to be issued | ||||
| Subscription receivable | ( | ) | ||
| Accumulated deficit | ( | ) | ||
| Total stockholders’ deficit | ( | ) | ||
| Total liabilities, mezzanine and stockholders’ deficit | $ | |||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
| Period Ended | ||||
| March 30, 2025 | ||||
| Sales | $ | |||
| Cost of sales | ||||
| Net revenue | ||||
| Operating expenses: | ||||
| General and administrative | ||||
| Facility operations | ||||
| Depreciation | ||||
| Amortization | ||||
| Total operating expenses | ||||
| Net loss from operations | ( | ) | ||
| Other income (expense): | ||||
| Interest expense | ( | ) | ||
| Interest expense - related parties | ( | ) | ||
| Amortization of debt discount | ||||
| Change in fair value of warrant liability | ||||
| Change in fair value of restructured notes payable | ( | ) | ||
| Extension fee | ||||
| Gain on termination of lease | ||||
| Gain on sale of machinery and equipment | ||||
| Total other income (expense), net | ( | ) | ||
| Income (loss) before income taxes | ( | ) | ||
| Provision for income taxes | ||||
| Net loss | ( | ) | ||
| Less net loss attributable to non-controlling interest | ||||
| Net loss attributable to NaturalShrimp Inc. | ( | ) | ||
| 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 consolidated financial statements.
| F-4 |
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
| 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 Shares | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Accretion on Series G Preferred shares | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Dividends payable on Preferred Shares | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance March 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
| Period Ended | ||||
| March 30, 2025 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | ( | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation expense | ||||
| Amortization expense | ||||
| Amortization of debt discount | ||||
| Change in fair value of warrant liability | ( | ) | ||
| Change in fair value of restructured notes payable | ||||
| Extension fee | ||||
| Financing costs | ||||
| Gain on sale of machinery and equipment | ||||
| Shares issued for services | ||||
| Amortization of operating lease right-of-use assets | ||||
| Gain on termination of lease | ||||
| Issuance of Series G Preferred Stock for services | ||||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Deferred offering costs | ||||
| 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 paid for fixed assets | ||||
| Cash received for sale of machinery and equipment | ||||
| Cash used in 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 E Preferred Shares | ||||
| 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: | ||||
| Construction in process transferred to fixed assets | $ | |||
| Shares issued upon conversion of Preferred stock | $ | |||
| Shares issued upon exchange of Partitioned Note | $ | |||
| Dividends on Series E Preferred stock | $ | |||
| Dividends in kind issued | $ | |||
| Shares issued/to be issued, for legal settlement | $ | |||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Nature of the Business
NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a biotechnology company and has developed a proprietary technology that allows it to grow 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. The Company’s system uses technology which allows it to produce a naturally-grown shrimp “crop” weekly and accomplishes this without the use of antibiotics or toxic chemicals. The Company has developed several proprietary technology assets, including a knowledge base that allows it to produce commercial quantities of shrimp in a closed system with a computer monitoring system that automates, monitors and maintains proper levels of oxygen, salinity and temperature for optimal shrimp production.
The
Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation (“NSC”) and NaturalShrimp Global, Inc.
(“NS Global”) and Natural Aquatic Systems, Inc. (“NAS”), and owns
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 alleges, among other things, that NaturalShrimp has 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. Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets.
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
seeks 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 $
| F-7 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). The Company has presented going concern financial statements as of March 30, 2025 and for the period from April 1, 2024 through March 30, 2025. The comparative period has not been presented as the Company does not believe it would be required based on the guidance outlined in ASC 205-30, Liquidation Basis of Accounting. As of March 31, 2025, which is the (convenience) date that the Company’s liquidation became imminent, the Company has presented its financial statements under the liquidation basis of accounting. As such, the Company has presented a consolidated statement of net liabilities in liquidation as of March 31, 2025. As there was only a single day between the time that liquidation became imminent and the end of the reporting period, no consolidated statement of changes in net liabilities in liquidation has been presented.
Consolidation
The consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global and NAS, and the 51% ownership of NaturalShrimp/Hydrenesis LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
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 will prepare 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.
Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance with Accounting Standards Codification (“ASC”) 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Diluted EPS is not presented in periods where the Company recognizes a net loss as it would be considered anti-dilutive. Further, preferred dividends are subtracted from net income (loss) in the period in arriving at net income (loss) available to common stockholders.
Fair Value Measurements
ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under Financial Instruments.
Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.
| F-8 |
The Company did not have any Level 1 or Level 2 assets and liabilities as of March 30, 2025 and March 31, 2024.
The warrant liabilities and Restructured notes are considered Level 3 fair value measurements.
The following is a summary of activity of Level 3 liabilities during the periods ended March 30, 2025 and March 31, 2024:
Warrant liability
| March 30, 2025 | ||||
| Warrant liability balance at beginning of year | $ | |||
| Change in fair value | ( | ) | ||
| Balance at end of year | $ | |||
During
the period ended March 30, 2025, the Company’s shares ceased being quoted on the Over the Counter (“OTC”) market and
technically had a fair value of $
Restructured August and Senior Notes Payable
| March 30, 2025 | ||||
| Restructured notes payable fair value at beginning of year | $ | |||
| Fair value of Promissory Notes upon Restructuring Agreement | ||||
| Reclass of accrued interest | ||||
| Note partition | ( | ) | ||
| Change in fair value | ||||
| Restructured Notes Payable fair value at end of year | $ | |||
| F-9 |
On
November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two
of their outstanding debentures, which were accounted for as debt extinguishment, the Company elected to recognize the new debt under
ASC 825 fair value option.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of the restructured debt, as reflected in the consolidated balance sheets approximates fair value.
Cash and Cash Equivalents
For
the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity
of three months or less to be cash equivalents. There were
Concentration of Credit Risk
The
Company maintains cash balances at two financial institutions. Accounts at this institution are insured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $
Fixed Assets
Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows:
| Buildings | ||||
| Machinery and Equipment | ||||
| Vehicles | ||||
| Furniture and Fixtures |
Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.
Income Taxes
Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes.
| F-10 |
The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “Stock-based Compensation to Employees” is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances. Once the stock is issued the appropriate expense account is charged.
Intangible Assets
The
Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents
represent definite lived intangible assets and will be amortized over the twenty-year duration of the patent, unless at some point the
useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a
straight-line basis over the expected term of the agreements of
On
May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T Water Solutions,
LLC (“F&T”). The Company and F&T had previously jointly developed and patented a water treatment technology used
or useful in growing aquatic species in re-circulating and enclosed environments (the “Patent”) with each party owning a
fifty percent (50%) interest. Upon the closing of the Patents Agreement, the Company purchased F&T’s interest in the Patent,
F&T’s
On
August 25, 2021, the Company, through its
The
terms of the Agreements set forth that NAS will pay Hydrenesis
The Sales Milestones are:
| Year 4 | $ | |||
| Year 5 | $ | |||
| Year 6 | $ | |||
| All subsequent years | $ |
For the period ended March 30, 2025, the amortization of the Rights was $
Impairment of Long-lived Assets
The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose.
Commitments and Contingencies
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors.
| F-11 |
To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products.
| Period ended | ||||
| March 30, 2025 | ||||
| Shrimp sales | $ | |||
| Technology and equipment services | ||||
| Total revenues | $ | |||
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.
| F-12 |
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 sold 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 ($
Our consolidated statement of net liabilities in liquidation as of 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 | |
| ● | The
intangible assets and fixed assets have been recognized based on a settlement amount equal
to the credit bid of approximately $ | |
| ● | No additional costs or income expected to be incurred or earned through the end of our liquidation have been accrued as the Company does not believe the amounts to be material |
NOTE 4 – FIXED ASSETS
A summary of the fixed assets is as follows:
| March 30, 2025 | ||||
| Land | $ | |||
| Buildings | ||||
| Machinery and equipment | ||||
| Autos and trucks | ||||
| Accumulated depreciation | ( | ) | ||
| Fixed assets, net | $ | |||
The
consolidated statements of operations reflect depreciation expense of approximately $
| F-13 |
NOTE 5 – SHORT-TERM NOTE AND LINES OF CREDIT
The
Company has a working capital line of credit with Capital One Bank for $
The
Company also has a working capital line of credit with Chase Bank for $
During
August of 2024, the Company entered into a line of credit with Bucktown Capital, LLC. The line of credit bears interest at
NOTE 6 – PROMISSORY NOTE
January 2023 Note
On
January 20, 2023, the Company entered into a secured promissory note (“January 2023 Note”) with an investor (the “Investor”).
The January 2023 Note is in the aggregate principal amount of $
On
November 8, 2023, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the original note was partitioned into a $
On
January 17, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $
On
February 22, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $
On
April 3, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the
remaining January 2023 Note was partitioned into a $
April 2023 Promissory Note
On
April 21, 2023, the Company entered into a $
May 2023 Promissory Note
On
May 17, 2023, the Company entered into an additional $
Ms. Williams Promissory Note
On
July 15, 2020, the Company issued a promissory note to Ms. Williams in the amount of $
| F-14 |
NOTE 7 – RESTRUCTURED NOTE PAYABLES
August Note Payable
The
Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on August
17, 2022. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount
totaling approximately $
As
soon as reasonably possible, the Company will cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ (in
either event, an “Uplist”). In the event the Company has not effectuated the Uplist by November 15, 2022, the then-current
outstanding balance will be increased by
The
Restructured August Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment
of the note . The changes in terms were considered an extinguishment as the present value of the cash flows under the terms of the
new debt instrument was evaluated to be a substantial change, as over 10% difference from the present value of the remaining cash
flows under the terms of the original instrument. As such, with the removal of the original note and its debt discount and accrued
interest as compared to the restructured note with a fair value of approximately $
| F-15 |
Senior Note Payable
The
Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on December
15, 2021. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount
totaling approximately $
Beginning
on the date that is 6 months from the issuance date of the Note, the Investor had the right to redeem up to $ of the outstanding
balance per month. Payments could have been made by the Company, at the Company’s option, (a) in cash, or (b) by paying the redemption
amount in the form of shares of the Company’s common stock, par value $ per share (the “Common Stock”), per the
following formula: the number of redemption shares equals the portion of the applicable redemption amount divided by the Redemption Repayment
Price.
On
November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “Senior
Note”) with the December 2021 Investor through which the December 2021 Note was amended and restated in its entirety. These amendments
were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 13), The
main modification of the terms of the Senior Note was that the conversion feature was eliminated. Second, a Mandatory Payment was added
whereby within 3 trading days of the closing upon the Merger an amount equal to the lesser of (A) one-third of the amount retained in
the Trust Account at the Effective Time or (B) $
The
Note also contains certain negative covenants and Events of Default, which in addition to common events of default, include the Company
fails to maintain the share reserve, the occurrence of a Fundamental Transaction without the Lenders written consent, the Company effectuates
a reverse split of its common stock without 20 trading days written notice to Lender, fails to observe or perform or breaches any covenant,
and, the Company or any of its subsidiaries, breaches any covenant or other term or condition contained in any Other Agreements in any
material. Upon an Event of a Default, at its option and sole discretion, the Investor may consider the Note immediately due and payable.
| F-16 |
The
Restructured Senior Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment
of the note. The changes in terms were considered an extinguishment as the conversion feature has been eliminated and therefore the modified
Senior Note is determined to be fundamentally different from the original convertible note. As such, with the removal of the original
note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $
As
a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the Company will account
for the Restructured Senior Note at fair value every period end until it is settled. In accordance with ASC 815- 15-25-1(b) a hybrid
instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in
earnings as they occur should not be evaluated for embedded derivatives. Therefore, the Company did not evaluate the provisions in
the Restructured Senior Note as to whether they fell under the guidance of embedded derivatives and were required to be bifurcated.
The Restructured Senior Note was revalued as of March 31, 2025 and March 30, 2025 at approximately $
NOTE 8 – STOCKHOLDERS’ EQUITY
Preferred Stock
As of March 31, 2025, the Company had shares of preferred stock authorized with a par value of $, respectively. Of this amount, shares of Series A Preferred Stock are authorized and outstanding, shares Series B Preferred Stock are authorized and shares outstanding; shares Series D Preferred Stock are authorized with outstanding; shares Series E Preferred Stock are authorized with and outstanding, respectively; shares Series F Redeemable Convertible Preferred stock are authorized with shares outstanding, and shares of Series G preferred stock are authorized with outstanding, respectively.
| F-17 |
Series E Preferred Stock
On
April 14, 2021, the Board authorized the issuance of shares of the Company’s Series E Preferred Stock and has filed a Certificate
of Designation (“COD”) of Preferences of the Series E Convertible Preferred Stock with the State of Nevada. The shares of
Series E Preferred Stock have a stated value of $ per share and are convertible into shares of common stock at the election of the
holder of the Series E Preferred Stock at any time at a price of $
On
November 22, 2021, the Company entered into a securities purchase agreement (“SPA”) for shares of the Company’s
Series E Preferred Stock, at a price of $ per share and (ii) a warrant to purchase up to
On April 14, 2021, the Company, entered into a share exchange agreement (the “Exchange Agreement”) with a holder of the Series D Preferred Stock, whereby, at the closing of the Offering, the Holder agreed to exchange an aggregate of shares of the Company’s Series D Preferred Stock, par value $ per share into shares of the Company’s Series E Convertible Preferred stock, par value $ (the “Series E Preferred Stock”). The exchange was completed on April 15, 2021.
On
June 16, 2022, one of the holders of the Series E Convertible Preferred Stock chose to exercise their right, pursuant to the Certificate
of Designation relating to the Series E Convertible Preferred Stock, to receive the rights extended to the convertible noteholder, of
90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading
days immediately preceding the date of conversion. As the exercise of the conversion price adjustment was similar to a down round, and
the Company has not yet adopted ASU 2020-06, the accounting treatment of ASU 2017-11 was applied, whereby the adjustment was treated
as a contingent beneficial conversion feature recognized as of the triggering date. As of June 16, 2022, this holder held shares
of the Series E preferred stock. The Company analyzed the conversion feature under ASC 470-20, “Debt with conversion and other
options”, and based on the market price of the common stock of the Company as compared to the conversion price, determined there
was a $
| F-18 |
During the year ended March 31, 2023, shares of Series E Preferred Stock were converted into shares of common stock. As of March 30, 2025 there were shares of Series E Preferred Stock remaining outstanding.
On
November 5, 2022, the Company entered a restructuring agreement with the Series E Preferred Stockholders, whereby the Series E Preferred
Stock and the warrants outstanding as of the Closing date shall have their terms adjusted. The outstanding warrants shall be a) cancelled
in exchange for a cash payment equal to the fair value of the warrants based on the Black Scholes model, with the exercise price to be
adjusted to equal % of the average volume weighted average price of the Company common stock during the five trading day period immediately
prior to the Closing Date (the “Adjusted Exercise Price”); or (b) as of the Effective Time, canceled and treated as if exercised
for that number of shares of the Company’s common stock calculated using the Black Scholes model fair value, the number of Warrant
Shares on the Closing Date and the Adjusted Exercise Price, with the shares of the Company’s common stock that would have been
due to Holder as a result of such exercise of the Warrant treated as if issued to Holder and then converted into the right to receive
(i) the Closing Per Share Merger Consideration (as defined in the Merger Agreement) plus (ii) the Additional Per Share Merger Consideration
(as defined in the Merger Agreement), if any, at the time and subject to the contingencies set forth in the Merger Agreement. For the
Series E Preferred Stock that shall be outstanding immediately prior to the Effective Time, they shall be canceled and treated as if
converted into that number of shares of the Company’s common stock equal to
On
July 24, 2023, the Company entered into a Securities Purchase Agreement for the additional sale of shares of Series E Preferred Stock
at a price of $ per share of Preferred Stock, for a total of $
For
the period ended March 30, 2025, the accretion for the Series E Preferred Stock was $
On
May 1, 2023, one of the holders converted Series E Preferred Stock into shares of common stock. The conversion represented
their remaining Series E Preferred Stock outstanding as of that date, including the 10% increase, accrued dividends in kind of $
Series G Preferred Stock
On
December 1, 2023, the Board authorized the issuance of preferred shares to be designated as Series G Preferred Stock (“Series
G Preferred Stock”). The Series G Preferred Stock has a par value of $, a stated value of $
| F-19 |
As the redemption feature is mandatorily redeemable within one year of the issuance date, with a substantive conversion option, the Series G Preferred Stock would not fall under liability classification but is to be classified as mezzanine equity.
Series G Preferred Equity Offering
On
December 14, 2023, the Company entered into a Securities Purchase Agreement for the sale of shares of Series G Preferred Stock at
a price of $ per share of preferred stock, for a total of $
On
January 24, 2024, the Company received a tranche of $
On
February 23, 2024, the Company entered into a consulting agreement in which it was required to issue the consultant a retainer fee to
be either $
On
April 23, 2024, the Company received a tranche of $
On
June 12, 2024, the Company received a tranche of $
On
July 10, 2024, the Company received a tranche of $
During
the years ending March 30, 2025, the accretion for the Series G Preferred Stock was approximately $
Common Stock
On September 28, 2023, the Company increased their authorized common shares to .
GHS 2022 Purchase Agreement
On
November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS Investments LLC (“GHS”),
an accredited investor, pursuant to which, the Company may require GHS to purchase a maximum of up to shares of the Company’s
common stock (“GHS Purchase Shares”) based on a total aggregate purchase price of up to $
| F-20 |
If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.
Further, pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing.
$10,000,000 Common Stock Equity Financing
On
April 28, 2023, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights
Agreement with GHS. Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $
With
the effectiveness of the Registration Statement, the Company now has the discretion to deliver puts to GHS and GHS will be obligated
to purchase shares of the Company’s common stock, par value $ per share (the “Common Stock”) based on the investment
amount specified in each put notice.
During
the year ended March 30, 2025, the Company sold shares of common stock at a gross amount of approximately $
| F-21 |
GHS 2023 Purchase Agreement
On
May 9, 2023, the Company entered into a purchase agreement (the “GHS 2023 Purchase Agreement”) with GHS pursuant which the
Company may require GHS to purchase a maximum of up to shares of the Company’s common stock (“GHS 2023 Purchase
Shares”) based on a total aggregate purchase price of up to $
The
GHS 2023 Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the
Company has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS a purchase notice
(a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS 2023 Purchase
Shares.
If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.
Further, pursuant to the terms of the GHS 2023 Purchase Agreement, from May 9, 2023 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the initial closing pursuant to the Section 2(a) of GHS Purchase Agreement, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing.
In
the three months ended June 30, 2023, the Company sold shares of common stock at a net amount of approximately $
Common Shares Issued to Consultants
On
December 4, 2023, shares of common stock were issued to a consultant under an Independent Consulting Agreement. The shares
are a non-refundable retainer on behalf of their consulting services for one year of services. The shares had a fair value of $
On
June 19, 2023, shares of common stock were issued to a consultant. The shares had a fair value of $
| F-22 |
Common Stock Issued in Relation to Business Agreement
As
of June 22, 2022,
Common Shares Issued to Employees
In
February and March 2024, the Company issued shares of common stock to four employees for a bonus compensation, with a total fair
value of $
On
October 10, 2023, a new employee was issued shares of common stock as a signing bonus with a total fair value of $
NOTE 9 – OPTIONS AND WARRANTS
The Company has not granted any options since inception.
All
of the warrants issued have been recognized as a liability, based on the fact it is not known if there will be sufficient authorized
shares to be issued upon settlement. However, the
NOTE 10 – RELATED PARTY TRANSACTIONS
Promissory Note
On
July 10 through July 17, 2023, the Company received $
| F-23 |
On
August 10, 2022, the Company issued a loan agreement for $
For
the year ended March 30, 2025, the interest expense for the related party promissory notes was approximately $
Bonus Compensation – Related Party
On
May 11, 2021, the Company awarded the Chief Financial Officer (“CFO”) a bonus of $
NaturalShrimp Holdings, Inc.
On
January 1, 2016 the Company entered into a notes payable agreement with NaturalShrimp Holdings, Inc.(“NSH”), a shareholder.
The note payable has no set monthly payment or maturity date with a stated interest rate of
Shareholder Notes
The
Company has entered into several working capital notes payable to multiple shareholders of NSH and Bill Williams, a former officer and
director, and a shareholder of the Company, for a total of $
Shareholders
Beginning
in 2010, the Company started entering into several working capital notes payable with various shareholders of NSH for a total of $
NOTE 11 –INCOME TAXES
The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.
The components of income tax expense for the year ended March 30, 2025 consisted of the following:
| 2025 | ||||
| Federal statutory rate | % | |||
| State taxes, net of federal benefit | ||||
| Permanent differences | ||||
| Valuation allowance | ( | )% | ||
| Effective rate | % | |||
| F-24 |
Significant components of the Company’s deferred tax assets as of March 30, 2025 is summarized below.
| 2025 | ||||
| Deferred tax assets: | ||||
| Net operating loss carryforwards | $ | |||
| Other | ||||
| Total deferred tax asset | ||||
| Valuation allowance | ( | ) | ||
| $ | ||||
As
of March 31, 2025, the Company had approximately $
To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.
The
Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets.
The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income
will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred
tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by
$
The Company reviewed all income tax positions taken or that they expect to be taken for all open years and determined that the income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for tax years after 2017 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.
NOTE 12 – LEASE
On
May 26, 2021, the Company entered into a sublease for a new office space in Texas, on two floors. The lease commenced on August 1, 2021
for a monthly rent of $
At
inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $
| F-25 |
On December 31, 2023, the Company moved to a new office space in Texas, and the sublease in effect was terminated.
On
December 20, 2023, the Company entered into a sublease for a new office space in Texas, with a commencement date of January 1, 2024,
which will terminate on March 31, 2027.
At
inception, as of January 1, 2024, the ROU and lease liability was calculated as approximately $
On
September 8, 2021, the Company entered into an equipment lease agreement for VOIP phone equipment. The lease term is for sixty months,
with a monthly lease payment of approximately $
All of the lease agreements were terminated subsequent to the balance sheet date.
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Gary Shover
A
shareholder of NaturalShrimp Holdings, Inc. (“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the
Northern District of Texas, Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of
the Company for shares Mr. Shover owns in NSH. On November 15, 2021, a hearing was held before the US District Court for the Northern
District of Texas, Dallas Division at which time Mr. Shover and the Company presented arguments as to why the Court should approve a
joint motion for settlement. After considering the argument of counsel and taking questions from those NSH Shareholders who were present
through video conferencing link, the Court approved the motion of the parties to allow Mr. Shover and all like and similarly situated
NSH Shareholders to exchange each share of NSH held by a NSH Shareholder for a share of the Company. A final Order was signed on December
6, 2021 and the case was closed by an Order of the Court of the same date. The Company is to issue approximately million shares in
settlement, which as of December 6, 2021 was recognized as stock payable on the Company’s balance sheet, and its fair value of
$, based on the market value of the Company’s common shares of $ on the date the case was closed, has been recognized
in the Company’s statement of operations as legal settlement. As of March 31, 2022,
Merger Agreement
On October 24, 2022, the Company entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors of each of the Company, Yotta, and Merger Sub.
The Merger Agreement provided, among other things, that Merger Sub will merge with and into the Company, with the Company as the surviving company (the “Surviving Company”) in the merger and, after giving effect to such merger, the Company shall be a wholly-owned subsidiary of Yotta (the “Merger”). In addition, Yotta would be renamed “NaturalShrimp, Incorporated” or such other name as shall be designated by the Company. Other capitalized terms used, but not defined, herein have the respective meanings given to such terms in the Merger Agreement.
On
July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement pursuant to Section 10.2(b) thereof
based on breaches by Yotta of certain representations in the Merger Agreement that would render impossible the satisfaction of certain
conditions to the Company’s obligations to consummate the transactions contemplated by the Merger Agreement. In particular, Yotta
will not be able to comply with the provision of its Amended and Restated Certificate of Incorporation that prohibits Yotta from consummating
an initial business combination unless it has net tangible assets of at least $
| F-26 |
As
a result of the termination of the Merger Agreement the related Deferred offering costs in current assets of $
The
Merger Agreement had provided for aggregate consideration to be issued to securityholders of the Company of shares (the “Closing
Merger Consideration Shares”) of Yotta’s common stock, par value $ per share (“Yotta Shares”), to be issued
at the effective time of the Merger (the “Effective Time”), plus an additional
In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding or deemed outstanding pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares (to the extent the required revenue thresholds are met).
Pursuant to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company would have entered into with holders of such convertible securities, such convertible securities would have been canceled prior to the closing of the Merger in exchange (except for the Series A Convertible Preferred Stock of the Company, par value $ per share (the “Series A Preferred”) for a cash payment or Yotta Shares as follows: (i) at the option of the holder thereof, each outstanding warrant to purchase shares of Common Stock would have been e canceled in exchange for a cash payment based on the value thereof or treated as exercised for shares of Common Stock, in each case based on an adjusted exercise price and as otherwise set forth in the Merger Agreement and/or the individual agreements, and if treated as exercised, converted into the right to receive such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares; (ii) each outstanding share of Series F Convertible Preferred Stock of the Company, par value $per share, would have been canceled and treated as if converted into shares of Common Stock at an adjusted conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right to receive such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares; and (iii) each outstanding share of Series E Convertible Preferred Stock of the Company, par value $ per share (the “Series E Preferred”), would have been canceled and treated as if converted into shares of Common Stock at an adjusted conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right to receive such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares. In addition, each holder of Series E Preferred would have been entitled to receive at the Effective Time an additional number of Closing Merger Consideration Shares as are necessary to ensure that the per-share value of the Yotta Shares that such stockholder is entitled to receive is not less than the per-share value (based on the effective purchase price) of the aggregate Yotta Shares then held by any Yotta stockholder after taking into account any newly-issued Yotta Shares that such Yotta stockholder acquires directly from Yotta prior to the closing of the Merger (the “Closing”) (which will reduce the number of Closing Merger Consideration Shares that will be issued to the Company’s other securities holders). The Series A Preferred would have been e cancelled and retired without any conversion thereof and for no consideration.
NOTE 14 – SUBSEQUENT EVENTS
Liquidation Activities
During
September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets. Further, 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 $
| F-27 |