UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Fiscal Year Ended
or
For the transition period from __________________________ to __________________________
Commission
file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | 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 | None | None |
Securities registered pursuant to section 12(g) of the Act:
Shares of common stock with a par value of $0.0001
(Title of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The
aggregate market value of the common equity held by non-affiliates was $
The number of shares outstanding of the registrant’s common stock as of July 5, 2026 was .
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” 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
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 proprietary technology to grow and sell shrimp. As a result of the transaction, we changed our principal business to a global shrimp farming company and changed our name to “NaturalShrimp Incorporated” in 2015.
Receivership
On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Buckstown 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 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 business operations.
Perpetual License Agreement
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property 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; and |
| ● | Governance and control of the Company transferred in accordance with the Agreement. |
| ● | Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement |
| ● | The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity; |
| ● | 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 and |
| ● | 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; |
While governance and control of the Company transferred as of the date of the initial agreement, the grant of the perpetual license rights and the related preferred share consideration was not consummated until June 25, 2026. Refer to our Form 8-K/A filed on July XX, 2026 for additional information.
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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 former executive officers was hacked by an unknown third party. Utilizing
the hacked email of the former executive officer, the unknown
Governance
ITEM 2. PROPERTIES
Not applicable
ITEM 3. LEGAL PROCEEDINGS
Not applicable
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 July 5, 2026, 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, 2026.
Recent Sales of Unregistered Securities
In conjunction with the Intellectual Property agreement entered into by the Company on March 17, 2026 (and consummated on June 25, 2026), we issued 2,450,000 warrants to former employees in consideration for advisory services to be provided by those individuals over a three year period. The warrants have a term of three years, an exercise price of $0.00125, and are not currently exercisable.
Issuer Purchases of Equity Securities
During the fiscal year ended March 31, 2026, 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.
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 proprietary technology to grow and sell shrimp. As a result of the transaction, we changed our principal business to a global shrimp farming company and changed our name to “NaturalShrimp Incorporated” in 2015.
Receivership
On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Buckstown 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 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 all of its business operations.
Perpetual License Agreement
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
| ● | The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and |
| ● | Governance and control of the Company transferred (as of the agreement date) in accordance with the Agreement. |
| ● | Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement |
| ● | The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity; |
| ● | 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; |
While governance and control of the Company transferred as of the date of the initial agreement, the grant of the perpetual license rights and the related preferred share consideration was not consummated until June 25, 2026. Refer to our Form 8-K/A filed on July XX, 2026 for additional information.
Liquidity and Capital Resources
The Company is currently working on a plan with its existing creditors on how to settle its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers ii) accrued compensation to former employees and ii) related party and third party loans (including the corresponding accrued interest). As discussed in our Form 8-K filed with the Securities and Exchange Commission on March 30, 2026, the Company intends to seek the exchange of certain existing liabilities and obligations into newly authorized preferred shares.
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Results of Operations
During the year ended March 31, 2026, the Company settled its outstanding liabilities to both Streeterville and Buckstown (approximately $36 million as of March 31, 2025) through the transfer of ownership rights to its fixed assets and intangible assets. As of the date of the transfer, i) the outstanding debt to those entities was considered extinguished and ii) the fixed assets and intangible assets were derecognized. The Company had limited other activity during the period, as reflected in the Statement of Change in Net Assets.
Critical Accounting Estimates
Liquidation Basis of Accounting
In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.
When using the liquidation basis of accounting, the Company will i) recognize other items that is previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.
Recently Issued Accounting Standards
As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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, 2026 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, 2026 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 evaluate as the transition plan, financing needs, and operating activities develop) 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 were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026 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
As of March 31, 2026, David Antelo was the Company’s i) chief executive officer ii) chief financial officer and iii) sole Director.
Biographies
David Antelo – Chief Executive Officer, Chief Financial Officer and Sole Director
David Antelo has served as a founder, executive, and operator in the water technology and aquaculture sectors for over a decade. From 2018 through the present, he has been actively leading and developing Hydrenesis, a company focused on advancing proprietary technologies for water treatment, aquaculture systems, and environmental remediation.
During the past five years, Mr. Antelo has been responsible for structuring and executing the commercialization strategy for Hydrenesis technologies, including electrocoagulation-based treatment systems and hydrogen-based water treatment applications. His role has included negotiating and structuring licensing agreements, overseeing intellectual property positioning, and identifying market applications across aquaculture, agriculture, and industrial wastewater sectors.
Mr. Antelo is also the founder of HydrEvolve Inc., a U.S.-based company focused on the development of decentralized water purification systems for disaster relief, off-grid communities, and industrial applications. His responsibilities include product strategy, commercialization planning, and coordination of engineering and prototype development. HydrEvolve Inc. is not a parent or subsidiary of the registrant but is an affiliated entity under common control.
Mr. Antelo has also led capital formation efforts, strategic partnerships, and product development initiatives tied to these technologies. His work has included coordinating engineering development, guiding prototype deployment, and aligning technical capabilities with commercial opportunities.
In addition, Mr. Antelo spent approximately 17 years as an investment advisor, where he was responsible for advising clients on capital allocation, financial planning, and investment strategies. This experience provides a foundation in capital markets, investor relations, and financial structuring, which is directly applicable to the management and oversight of a publicly traded company.
Family Relationships
Not applicable
Involvement in Certain Legal Proceedings
Not applicable
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 sole director 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, our sole director 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
The Company currently only has a single director and may evaluate the addition of qualified directors as its transition plan, financing needs, and operating activities develop.
Director Nominations
As of March 31, 2026, 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
David Antelo currently serves as our Chief Executive Officer, Chief Financial Officer and sole director. We have determined that our leadership structure was appropriate for the Company due to our small size and limited operations and resources. Mr. Antelo 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, 2026 and March 31, 2025 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 Compensation | Total | ||||||||||||||||
| Gerald Easterling, | 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Chairman of the Board, President and CEO (1) | 2025 | $ | 180,000 | - | - | $ | 14,385 | $ | 194,385 | |||||||||||||
| William Delgado, | 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| CFO (2) | 2025 | $ | 160,000 | $ | - | $ | - | $ | 9,132 | $ | 169,132 | |||||||||||
| Tom Untermeyer, | 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| COO, CTO (3) | 2025 | $ | 160,000 | $ | - | $ | $ | 8,910 | $ | 168,910 | ||||||||||||
| David Antelo, | 2026 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| CEO, CFO and Director(4) | ||||||||||||||||||||||
| (1) | Mr. Easterling resigned from his roles as Chief Executive Officer and Director effective March 17, 2026. The Company still owes Mr. Easterling accrued compensation the amount of which is currently under discussion with the former employee. |
| (2) | Mr. Delgado resigned from his role as Chief Financial Officer effective March 17, 2026. The Company still owed Mr. Delgado accrued compensation the amount of which is currently under discussion with the former employee. |
| (3) | Mr. Untermeyer resigned from his roles as Chief Operating Officer and Chief Technology Officer effective March 17, 2026. The Company still owed Mr. Delgado accrued compensation the amount of which is currently under discussion with the former employee. |
| (4) | Mr. Antelo joined the Company on March 17 2026 and did not receive any compensation for his services provided during the fiscal year ended March 31, 2026. |
| 11 |
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. As noted in the table above, Mr. Easterling resigned from the Company effective March 17, 2026.
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. As noted in the table above, Mr. Untermyer resigned from the Company effective March 17, 2026.
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. As noted in the table above, Mr. Delgado resigned from the Company effective March 17, 2026.
David Antelo
As of May 20, 2026, the Company entered into a consulting agreement with Mr. Antelo to provide services as its Chief Executive Officer, Chief Financial Officer and sole director. The agreement provides for a bi-weekly consulting fee of $5,000 and does not currently include any additional employee benefits.
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.
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, 2026.
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.
| 12 |
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 July 5, 2026 and is based on 1,277,546,746 shares of common stock issued and outstanding for each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock and voting shares and each named executive officer and director. 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 July 5, 2026. 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 July 5, 2026 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: 1200 N Federal Highway, Suite 200, Boca Raton, FL, 33432.
Security Ownership of Certain Beneficial Owners
There were no beneficial owners who owned more than 5% of our outstanding shares of common stock and voting shares.
Securities Ownership of Management
As of the most recent practicable date, Mr. David Antelo was the sole executive officer and director of the Company. Mr. Antelo did not beneficially own any shares as of the date of this report, before giving effect to the proposed preferred share issuances described elsewhere herein.
Change in Control
On March 17, 2026, a change in control of the Company occurred as a result of the execution of the agreement outlined in our Form 8-K filed with the Securities and Exchange Commission on March 30, 2026. The change in control was as a result of i) the execution of the agreement ii) the governance provisions contained therein granting contractual control over board composition and executive authority, and (iii) the appointment of David Antelo as Chief Executive Officer, Chief Financial Officer and sole director of the Company; however, the related preferred share issuances and legacy security restructurings was not consummated until June 25, 2026.
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 related party. The notes bear interest at 10% and is currently in default.
In March 2026, the Company entered into the Intellectual Property and Management Transition Agreement with Hydrenesis, Inc. and David Antelo, a related party, which includes a proposed perpetual license and the proposed conversion of approximately $1,034,112 owed to Hydrenesis into equity.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit and Accounting Fees
The following tables set forth the fees billed to us for professional services for the years ended March 31, 2026 and March 31, 2025:
| Services | 2026 | 2025 | ||||||
| Audit fees | $ | 51,000 | $ | 66,600 | ||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total fees | $ | 51,000 | $ | 66,000 | ||||
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
n/a
Tax Fees
n/a
All Other Fees
n/a
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.
| 13 |
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 | ||||
| 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 | ||||
| 10.1* | Amended Intellectual Property Transfer and Management Transition Agreement | |||||||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer | |||||||
| 32.1** | Section 1350 Certification of Chief Executive Officer and 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.
| 14 |
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/ David Antelo | |
| David Antelo | ||
| Chief Executive Officer and Chief Financial Officer | ||
| Date: | July 22, 2026 | |
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/ David Antelo | Chief Executive Officer and Interim Chief Financial Officer | Date: July 22, 2026 | ||
| David Antelo |
| 15 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NATURALSHRIMP INCORPORATED
FINANCIAL STATEMENTS AS OF MARCH 31, 2026 AND MARCH 31, 2025
TABLE OF CONTENTS
| 16 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors
and Stockholders of NaturalShrimp Incorporated
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of net liabilities in liquidation of NaturalShrimp Incorporated and subsidiary (collectively, the “Company”) as of March 31, 2026 and 2025, the related consolidated statement of changes in net liabilities in liquidation for the year ended March 31, 2026, and the related notes (collectively referred to as the “liquidation basis financial statements”). We have also audited the accompanying consolidated statement of operations, consolidated statement of changes in stockholders’ equity (deficit), and consolidated statement of cash flows of the Company for the year ended March 30, 2025, prepared on the going concern basis of accounting, and the related notes (collectively referred to as the “going concern basis financial statements”, and together with the liquidation basis financial statements, the “financial statements”).
In our opinion, (i) the liquidation basis financial statements present fairly, in all material respects, the net liabilities in liquidation of the Company as of March 31, 2026 and 2025, and the changes in its net liabilities in liquidation for the year ended March 31, 2026, on the basis of accounting described in Note 3 to the financial statements; and (ii) the going concern basis financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended March 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis of Presentation – Liquidation Basis of Accounting
As discussed in Note 3 to the financial statements, the Company believes it continued to function as a going concern until March 30, 2025, the date on which the court approved the receiver’s motion to sell substantially all of the Company’s assets, at which point liquidation became imminent. Accordingly, in accordance with ASC 205-30, Liquidation Basis of Accounting, the Company has presented its financial statements as of March 31, 2026 and 2025, and for the year ended March 31, 2026, under the liquidation basis of accounting. Because the going concern basis results of operations for the year ended March 31, 2025 are not comparable to amounts presented under the liquidation basis of accounting, and to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has separately presented its consolidated statement of operations, consolidated statement of changes in stockholders’ equity (deficit), and consolidated statement of cash flows for the year ended March 31, 2025 on the going concern basis of accounting. These going concern basis financial statements should not be read together with, or considered comparable to, the liquidation basis financial statements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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 audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide 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 financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
As discussed in Notes to the financial statements, in March 2026 the Company entered into an Intellectual Property and Management Transition Agreement with Hydrenesis, Inc. and a related party, which includes a proposed perpetual license and the proposed conversion of approximately $1,034,112 owed to Hydrenesis into equity. As of the date of this report, the related license rights, preferred share issuances, creditor restructuring, and other closing matters contemplated by this agreement had not yet been fully consummated. As a result, significant uncertainty exists regarding the manner and amount by which the Company will ultimately settle its approximately $8.9 million of remaining net liabilities in liquidation as of March 31, 2026, of which approximately $3.0 million is owed to related parties.
/s/
We have served as the Company’s auditor since 2025.
July 20, 2026
| F-1 |
NATURALSHRIMP INCORPORATED
STATEMENT OF NET LIABILITIES IN LIQUIDATION
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash | $ | $ | ||||||
| Current assets | ||||||||
| Fixed assets and intangibles | ||||||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Notes payable and lines of credit | ( | ) | ( | ) | ||||
| Other liabilities | ( | ) | ( | ) | ||||
| Net liabilities in liquidation | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
NATURALSHRIMP INCORPORATED
STATEMENT OF CHANGES OF NET LIABILITIES IN LIQUIDATION
| For the Year Ended | ||||
| Ended March 31, 2026 | ||||
| Net liabilities in liquidation, March 31, 2025 | $ | ( | ) | |
| Changes in assets and liabilities in liquidation: | ||||
| Cash | ( | ) | ||
| Write-off of assets | ( | ) | ||
| Transfer of fixed assets and intangibles to creditor | ( | ) | ||
| Increase to 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, March 31, 2026 | $ | ( | ) | |
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
NATURALSHRIMP INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
(GOING CONCERN BASIS)
| 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
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
(GOING CONCERN BASIS)
| 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
CONSOLIDATED STATEMENT OF CASH FLOWS
(GOING CONCERN BASIS)
| 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
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Nature of the Historical Business
NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, was a biotechnology company that developed a proprietary technology that allowed 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.
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. 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 $
Pending Intellectual Property Agreement
During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:
● The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
● Certain governance and control rights were transferred pursuant to the Agreement
● Hydrenesis will grant the Company a perpetual license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement
● The Company’s outstanding obligation to Hydrenesis in the amount of approximately $ will be converted into equity at Closing;
● The Company approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
● Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;
The Hydrenesis transaction was consummated on June 25, 2026; however, the related preferred share issuances, creditor restructuring, and accounting recognition of the license rights remained subject to completion as of the date of this filing.
| 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”). As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of both March 31, 2026 and March 31, 2025. To comply with ASC 205-30, Liquidation Basis of Accounting, the Company has presented a consolidated statement of net liabilities in liquidation as of March 31, 2026 and March 31, 2025 and a consolidated statement of changes of net liabilities in liquidation for the year ended March 31, 2026. In addition, to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has also presented a consolidated statement of operations, a consolidated statement of changes in shareholders equity and a consolidated statement of cash flows for the year ended March 31, 2025 under the going concern basis of accounting. The going concern financial statements have been presented separately from the liquidation basis financial statements as the results should not be considered comparable under the two presentation methods.
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.
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.
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
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.
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NOTE 3 – LIQUIDATION BASIS OF ACCOUNTING
During
September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its
significant outstanding debt. Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s
assets to Streeterville and Bucktown Capital for an approximate credit bid of $
As part of the liquidation, the Company transferred ownership of its revenue generating fixed assets and intangible assets on May 14, 2025 to two of its creditors (Streeterville and Buckstown) in exchange for the extinguishment of i) the restructured August and Senior notes and Buckstown line of credit. As of the date of this filing, the Company had limited assets available and was therefore uncertain as to the manner by which it expects to settle its remaining outstanding liabilities. However, in accordance with the intellectual property agreement, the Company hopes to settle its remaining outstanding liabilities in exchange for the issuance of newly authorized preferred shares.
Our consolidated statement of net liabilities in liquidation as of March 31, 2026 and March 31, 2025 reflects the following:
| ● | No additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities | |
| ● | Liabilities
have been recognized in accordance with the recognition provisions of other topics that otherwise would apply to those liabilities.
As of March 31, 2026, our remaining liabilities were primarily comprised of i) accounts payable and accrued expenses to finance and
legal service providers and former employees and ii) outstanding debt. Of the approximately $ | |
| ● | As
of March 31, 2025, the intangible assets and fixed assets were recognized based on a settlement amount equal to the credit bid of
approximately $ | |
| ● | No additional costs expected to be incurred through the end of our liquidation were accrued as of March 31, 2026 as there has been limited activity subsequent to the balance sheet date. We do not expect to earn any additional income through the end of the liquidation period. |
On
March 17, 2026 the Company entered into advisory agreements with four former employees to provide consulting services to the Company
over a three-year period. In consideration for the consulting services, the Company issued warrants to purchase
NOTE 5 SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these financial statements were issued. As disclosed elsewhere in this report, the Hydrenesis transaction was consummated on June 25, 2026; however, the related preferred share issuances, creditor restructuring, and accounting recognition of the license rights remained subject to completion. Other than the foregoing, there were no additional material subsequent events requiring recognition or disclosure.
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