NaturalShrimp Inc 10-Q, filed Oct 1, 2026
NaturalShrimp Inc (SHMP)
About this 10-Q
NaturalShrimp Inc filed this 10-Q on October 1, 2026, covering the quarter ended June 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the Transition Period from _________ to _________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||
| None | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 9, 2026, there were shares of the registrant’s common stock outstanding.
NATURALSHRIMP INCORPORATED
FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 2026
TABLE OF CONTENTS
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NATURALSHRIMP INCORPORATED
BALANCE SHEET
AS OF JUNE 30, 2026
(Going Concern Basis)
| As of | ||||
| June 30, 2026 | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | |||
| Prepaid expenses | ||||
| Total current assets | ||||
| Total assets | $ | |||
| LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT | ||||
| Current liabilities | ||||
| Accounts payable | $ | |||
| Accounts payable-related party | ||||
| Accounts payable | ||||
| Accrued expenses | ||||
| Notes payable | ||||
| Dividends payable | ||||
| Mandatorily redeemable preferred shares | ||||
| Total current liabilities | ||||
| Total liabilities | ||||
| Commitments and contingencies | ||||
| Series F Redeemable Convertible Preferred stock, $ par value, shares authorized, shares issued and outstanding at June 30, 2026 | ||||
| Series M Convertible Preferred stock, $ par value, shares authorized, issued and outstanding as of June 30, 2026 | ||||
| Redeemable convertible preferred stock | ||||
| Stockholders’ deficit | ||||
| Series A Convertible Preferred stock, $ par value, shares authorized, shares issued and outstanding at June 30, 2026 | ||||
| Common stock, $ par value, shares authorized, shares issued and outstanding at June 30, 2026 | ||||
| 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.
| 3 |
NATURALSHRIMP INCORPORATED
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 26, 2026 THROUGH JUNE 30, 2026
| Period from June 26, 2026 to June 30, 2026 | ||||
| Operating expenses: | ||||
| General and administrative | ||||
| Total operating expenses | ||||
| Net loss from operations | ( | ) | ||
| Income (loss) before income taxes | ( | ) | ||
| Provision for income taxes | ||||
| Net loss | ( | ) | ||
| Loss per share (Basic and Diluted) | $ | ) | ||
| WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted) | ||||
| 4 |
NATURALSHRIMP INCORPORATED
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 26, 2026 THROUGH JUNE 30, 2026
| For the Period from | ||||
| June 26, 2026 to June 30, 2026 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | ( | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses and other current assets | ( | ) | ||
| Accounts payable | ||||
| Cash used in operating activities | ( | ) | ||
| NET CHANGE IN CASH | ( | ) | ||
| CASH AT BEGINNING OF PERIOD | ||||
| CASH AT END OF PERIOD | $ | |||
| Noncash Investing and Financing Activities | ||||
| Exchange of Series G P/S for Common Stock | $ | |||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
NATURALSHRIMP INCORPORATED
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE PERIOD FROM JUNE 26, 2026 THROUGH JUNE 30, 2026
| Series A Preferred stock | Common stock | Additional paid | Stock to be | Subscription | Accumulated | Total stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | issued | receivable | deficit | deficit | ||||||||||||||||||||||||||||
| Balance June 26, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Series M P/S dividend accrual | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Series G P/S exchange |
| |||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| 6 |
NATURALSHRIMP INCORPORATED
STATEMENT OF NET LIABILITES IN LIQUIDATION
AS OF JUNE 25, 2026 AND MARCH 31, 2026
(Liquidation Basis)
| As of | ||||||||
| June 25, 2026 | March 31, 2026 | |||||||
| Cash | $ | $ | ||||||
| Current assets | ||||||||
| Accounts payable and accrued expenses | $ | ( | ) | $ | ( | ) | ||
| Notes payable and lines of credit | ( | ) | ( | ) | ||||
| Other liabilities | ( | ) | ( | ) | ||||
| Net liabilities in liquidation | $ | ( | ) | $ | ( | ) | ||
| 7 |
NATURALSHRIMP INCORPORATED
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
FOR THE PERIOD FROM APRIL 1, 2026 THROUGH JUNE 25, 2026 AND THREE MONTHS ENDED JUNE 30, 2025
(Liquidation Basis)
For the Period from April 1, 2026 through June 25, 2026 | For the three month period Ended June 30, 2025 | |||||||
| Net liabilities in liquidation, Beginning of Period | $ | ( | ) | $ | ( | ) | ||
| Changes in assets and liabilities in liquidation: | ||||||||
| Cash | ||||||||
| Write-off of assets | ( | ) | ||||||
| Transfer of fixed assets and intangibles to creditor | ( | ) | ||||||
| Settlement of accounts payable and accrued expenses | ||||||||
| Extinguishment of notes payable and lines of credit | ||||||||
| Extinguishment of other liabilities | ||||||||
| Net changes in liabilities in liquidation | ||||||||
| Changes in net assets in liquidation resulting from settlement of assets and liabilities: | ||||||||
| Net liabilities in liquidation, End of Period | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these Condensed Consolidated financial statements.
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NATURALSHRIMP INCORPORATED
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Historical Business Operations
NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, was a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities.
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 alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.
An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion.
On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.
On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp. 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
sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free
and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities,
NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”),
an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser,
the “Purchasers”), a Texas limited liability company, for a roughly $
Intellectual Property Agreement with Hydrenesis, Inc.
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
| ● | The Company agreed to transition its operations toward the commercialization of aquaculture and water treatment technologies | |
| ● | Certain governance and control rights were transferred | |
| ● | Hydrenesis agreed to grant the Company a license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement | |
| ● | The
Company’s outstanding obligation to Hydrenesis in the amount of approximately $ | |
| ● | The Company approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State; | |
| ● | Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock; |
On June 25, 2026, NaturalShrimp Inc, Hydrenesis, Inc., and David Antelo entered into a First Amendment to the Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms (the “Amendment”). The amendment confirmed that the intellectual property transfer contemplated by the original agreement did not occur. Instead, effective June 25, 2026, Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license to use and commercialize the licensed technology in aquaculture and related fields. However, as of June 30, 2026, i) the Company’s outstanding obligation to Hydrenesis had not been extinguished ii) No Series P or Series L preferred shares were issued and iii) no other existing liabilities or obligations (including preferred shares) were restructured, amended, cancelled or exchanged.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). As the Company’s liquidation was considered imminent on March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of June 25, 2026 and March 31, 2025 and for the periods ended June 25, 2026 and June 30, 2025. Further, as a result of the intellectual property agreement with Hydrenesis and Mr. Antelo, the Company believes that it transitioned from liquidation basis to a going concern as of June 25, 2026 ( i.e. the date that the perpetual license was transferred). Thus, the Company has also presented a going concern balance sheet as of June 30, 2026 and a going concern statement of operations, cash flow statement and statement of changes in shareholders equity for the period of June 26, 2026 through June 30, 2026.
Extinguishment of Liabilities
The Company determines whether a liability has been extinguished in accordance ASC 405-20, Extinguishment of liabilities. Specifically, a liability has been extinguished if either i) the debtor pays the creditor and is relieved of its obligation for the liability or ii) the debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.
Liquidation Basis of Accounting
In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.
When using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.
Transactions under Common Control
The Company recognizes transactions under common control in accordance with ASC 805-50. Specifically, when accounting for a transfer of assets or exchange of shares between entities under common control, the Company will initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.
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Going Concern
Due to its limited operations, limited cash and significant net liabilities as of June 30, 2026 the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after its financial statements were issued. The Company hopes to raise funds in the private markets to fund its business operations. However, no plans were finalized as of the time of this filing.
Preferred Share Issuances
Upon the issuance of preferred shares, the Company will determine if the shares should be classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. If the Company determines that the preferred shares should not be classified as a liability, it will then assess whether the shares should be classified as permanent or temporary equity. If classified as temporary equity, the Company will re-measure the shares at the end of each reporting period (if required) in accordance with 480-10-S99. If classified as permanent equity, the shares will not be re-measured at the end of each reporting period.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.
NOTE 3 – TRANSITION FROM LIQUIDATION BASIS TO GOING CONCERN
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 $
Based on the above, the Company has presented the following in its interim financial statements for the period ended June 30, 2026:
| ● | A going concern balance sheet as of June 30, 2026 | |
| ● | A going concern statement of operations, cash flow statement and statement of changes in shareholders equity for the period from June 26, 2026 through June 30, 2026 | |
| ● | A condensed consolidated statement of net liabilities in liquidation as of June 25, 2026 and March 31, 2025 | |
| ● | A condensed consolidated statement of changes in net liabilities in liquidation for the period ended June 25, 2026 and three months ended June 30, 2025 |
NOTE 4 – INTELLECTUAL PROPERTY TRANSFER
On June 25, 2026, Hydrenesis, a related party under common control, granted the Company a perpetual, worldwide, exclusive and sublicensable license to use and commercialize licensed technology in aquaculture and related fields (“IP”). In exchange for the transferred IP, the Company agreed to issue Series P preferred stock and series P-2 preferred stock to Mr. Antelo and Hydrenesis, respectively. Additional preferred stock may be earned by both Mr. Antelo and Hydrenesis upon achievement of certain milestones outlined in the agreement. No preferred shares were issued as of June 30, 2026.
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In
accordance with ASC 805-50, the Company recognized the perpetual license at its carrying amount in the accounts of the transferring entity
at the date of transfer. As the transferor had recognized all costs related to developing the IP as research and development expense,
the Company did not recognize as asset related to the transferred IP. Further, as the preferred shares were not yet authorized or issued,
the Company has not presented them on the face of their balance sheet. Once the preferred shares are issued, the Company plans to recognize
the shares at a $
NOTE 5 –CURRENT LIABILITIES
Accounts Payable
Accounts payable was comprised of various payables to a significant number of vendors. The Company is currently in active talks with the vendors to settle the outstanding payables through the issuance of preferred shares.
Accounts Payable-Related Party
The
Company had an outstanding liability to Hydrenesis of approximately $
Accrued Expenses
Accrued
expenses was primarily comprised of $
Notes Payable
The
Company had approximately $
Dividends Payable
Dividends payable relates to accrued dividends on the former Series E, F and G preferred shares. The Company is in active negotiations with the preferred shareholders in attempt to settle the outstanding payables through the issuance of preferred shares.
Mandatorily Redeemable Preferred Shares
The Company’s Series E and G have been recognized as a liability (in accordance with ASC 480) as they were considered mandatorily redeemable as of June 30, 2026.
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
Series E
On April 14, 2021,
the Board authorized the issuance of shares
of the Company’s Series E Preferred Stock and 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 $
| 12 |
Series F
On
February 22, 2021, the Board authorized the issuance of shares of the Company’s Series F Preferred Stock and filed
a Certificate of Designation (“COD”) of Preferences of the Series F Preferred Stock with the State of Nevada. The Series
F preferred shares does not include any dividends and does not have liquidation preference. However,
Series G
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 $
On June 30, 2026, the Company exchanged shares of Series G preferred stock for the issuance of common shares.
Series M
On May 6, 2026, the Company
signed a Securities Purchase Agreement (SPA) with GHS Investments LLC (“GHS”), for the private placement of a new class of
Series M Convertible Preferred Stock. At the Initial Closing, the Company sold shares of Series M Preferred at $ per share for
gross proceeds of $
The preferred shares include the following key terms:
| ● | A | |
| ● | A conversion option into common shares per the Certificate of Designation | |
| ● | An issuer call/redemption right exercisable per the Certificate of Designation and | |
| ● | A redemption trigger on upon an event of default |
In accordance with ASC 480, Distinguishing Liabilities and Equity and ASC 815, Derivatives and Hedging, the Company concluded that the preferred shares did not contain an embedded derivative and should be classified in temporary equity (as a result of mandatory redemption upon on event of default). Further, as the dividends can be paid in either cash or additional preferred shares the accrued dividends are recognized as an increase in temporary equity.
Series A
The Company’s Series A Convertible
Preferred Stock were authorized on August
15, 2018 ( shares, $ par). The series A does not include any dividends, and only a nominal $
Common Stock
As of June 30, 2026, the Company had shares of common stock authorized with a par value of $. Of this amount, shares were outstanding.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company evaluated all events or transactions that occurred after the balance sheet date but before the financial statements were issued. To that extent, the Company noted the following:
Loan Forgiveness
Subsequent
to the balance sheet date two loans (that were issued to former employees) were forgiven in the amount of $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities.
Receivership and Liquidation
On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).
The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.
An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion.
On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.
On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.
On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”), a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and Purchasers. The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on May 14, 2025.
Intellectual Property Agreement with Hydrenesis, Inc.
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
| ● | The Company agreed to transition its operations toward the commercialization of aquaculture and water treatment technologies | |
| ● | Certain governance and control rights were transferred | |
| ● | Hydrenesis agreed to grant the Company a license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement | |
| ● | The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1.3 million will be converted into equity at Closing; | |
| ● | The Company approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State; | |
| ● | Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock; |
On June 25, 2026, NaturalShrimp Inc, Hydrenesis, Inc., and David Antelo entered into a First Amendment to the Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms (the “Amendment”). The amendment confirmed that the intellectual property transfer contemplated by the original agreement did not occur. Instead, effective June 25, 2026, Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license to use and commercialize the licensed technology in aquaculture and related fields. However, as of June 30, 2026, i) the Company’s outstanding obligation to Hydrenesis had not been extinguished ii) No Series P or Series L preferred shares were issued and iii) no other existing liabilities or obligations (including preferred shares) were restructured, amended, cancelled or exchanged.
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Liquidity and Capital Resources
The Company had limited liquidity as of June 30, 2026 and is currently working on a plan with its existing creditors in hopes to settle its outstanding obligations through the issuance of preferred shares. In addition, the Company has entered into an equity line of credit agreement whereby it could receive up to $5,000,000 in exchange for the issuance of common shares. The agreement requires the Company to achieve certain milestones prior to drawing on the equity line of credit. No funds were received from the agreement as of June 30, 2026.
Results of Operations
During the three months ended June 30, 2026, the Company had very limited activity other than the closing of the perpetual license agreement with Hydrenesis. Further, as a result of moving to the going concern basis of accounting during June of 2026 the Company has not presented going concern financial statements for the comparative period.
Critical Accounting Estimates
Liquidation Basis of Accounting
In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.
When using the liquidation basis of accounting, the Company will i) recognize other items that is previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
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In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of June 30, 2026.
Management’s evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2026, and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:
| ● | Inadequate segregation of duties consistent with control objectives; |
| ● | Lack of independent board of directors (as of the balance sheet date) and absence of an audit committee to exercise oversight responsibility related to financial reporting and internal control; |
| ● | Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and |
| ● | Lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives. |
Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2026 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 1A. Risk Factors
As a smaller reporting Company (“SRC”) we are not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
During May of 2026, the Company issued 142 Series M preferred shares to an investor in exchange for $120,000. The preferred shares were issued upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933.
Item 3. Defaults upon Senior Securities
As of June 30, 2026, the Company had defaulted on $1,179,832 of notes payable. The Company is in active negotiations with the creditors, which are primarily former employees, to settle the outstanding loans. Further, the Company has also defaulted on its payment of $933,993 of accrued dividends stemming from its Series E, F and G preferred shares. Similar to the notes payable, the Company is in active negotiations with the preferred shareholders to settle the outstanding dividends payable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
EXHIBIT INDEX
| Incorporated by Reference | ||||||
| Exhibit Number | Exhibit Description | Form | Exhibit | |||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. | |||||
| 32.1** | Section 1350 Certification of Chief Executive Officer. | |||||
| 101.INS* | Inline XBRL Instance Document | |||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NATURALSHRIMP INCORPORATED
| By: | /s/ David Antelo | |
| David Antelo | ||
| Chief Executive Officer and Chief Financial Officer | ||
| Date: | October 01, 2026 |
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Exhibit 31.1
NATURALSHRIMP INCORPORATED
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Antelo, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of NaturalShrimp Incorporated; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | As the sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | As the registrant’s sole certifying officer, I have disclosed based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ David Antelo | |
| David Antelo | ||
| Chief Executive Officer and Chief Financial Officer | ||
| Date: | October 01, 2026 |
Exhibit 32.1
NATURALSHRIMP INCORPORATED
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of NaturalShrimp Incorporated (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| By: | /s/ David Antelo | |
| David Antelo | ||
| Chief Executive Officer and Chief Financial Officer | ||
| Date: | October 01, 2026 |