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10-K true 2026-03-31 --03-31 2026 false 000-54030 NATURALSHRIMP INCORPORATED NV 74-3262176 1200 N Federal Highway Suite 200 Boca Raton FL 33432 (561) 716-0684 No No Yes Yes Non-accelerated Filer true false false false true 6648639 1277546746 Risk management and strategy <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90B_ecyd--CybersecurityRiskThirdPartyOversightAndIdentificationProcessesFlag_dbT_c20250401__20260331_zqxRA9nO9cM2">Management of material risks from cybersecurity threats is <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90D_ecyd--CybersecurityRiskManagementProcessesIntegratedFlag_dbT_c20250401__20260331_zewMY2XvVUYa">integrated into the Company’s overall risk management processes and is monitored as an enterprise risk. Due to our limited operations, the Company does not currently engage with any assessors, consultants, auditors or other third parties as part of this process. 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 <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90C_ecyd--CybersecurityRiskManagementThirdPartyEngagedFlag_dbT_c20250401__20260331_zPJTS1ALfseg">third party requested a $100,000 payment from one of our investors. In response to the email, the investor wired the $100,000 payment to a bank account provided in the email. The investor funds were not recovered, and the Company was required to make certain restitution to the investor via the issuance of common shares. true true true While the board of directors does not have any formal oversight of risks from cybersecurity threats, it is important to note that Mr. Antelo is currently our sole director, chief executive officer and chief financial officer. As such, Mr. Antelo is responsible for monitoring and addressing cybersecurity risks as they become known to the Company. true BCRG Group 7158 Irvine, CA 9851 101969 193865 35800000 86330 6888615 6809772 1179832 37200851 933993 962553 8992589 8791012 8791012 92118 280195 35800000 78843 36021019 28560 -201577 8992589

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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 $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. 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 $1,034,112 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.

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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. <p id="xdx_84D_ecustom--LiquidationBasisOfAccountingAdoptionPolicyTextBlock_zFZaiFJidypf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 no cash equivalents as of March 31, 2026. <p id="xdx_841_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zZhqLf0IhOI6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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.

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.

<p id="xdx_84D_ecustom--LiquidationBasisOfAccountingAdoptionPolicyTextBlock_zFZaiFJidypf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 no cash equivalents as of March 31, 2026.

<p id="xdx_841_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zZhqLf0IhOI6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">Recently Issued Accounting Standards As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.

NOTE 3 – LIQUIDATION BASIS OF ACCOUNTING During September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its significant outstanding debt. Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $0.1 million in cash. The motion was approved by the court (overseeing the motion) on March 30, 2025 with title to the assets being transferred to the creditor on May 14, 2025. The Company believes that it continued to function as a going concern until the date the motion to sell its assets was approved by the court at which time its liquidation became imminent. Further, while the Company entered into an intellectual property and management agreement during March of 2026, the related license rights, preferred share issuances, creditor restructuring, and other closing matters had not yet been consummated as of the balance sheet date. As such, in accordance with ASC 205-30, the Company has presented i) a consolidated statement of net liabilities in liquidation as of both March 31, 2026 and March 31, 2025 and ii) a consolidated statement of changes in net liabilities in liquidation for the year ended March 31, 2026. The consolidated statements of net liabilities in liquidation and statement of changes of net liabilities in liquidation have been prepared using the liquidation basis of accounting. 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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.75in; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt">●</td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt">No additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt">●</td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt">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 $8.9 million in outstanding liabilities as of March 31, 2026 approximately $3.0 million was to related parties and was comprised of i) accrued salaries and ii) outstanding loans (including accrued interest). </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt">●</td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt">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 $35,800,000. As of March 31, 2026, intangible assets and fixed assets were fully de-recognized due to ownership of the assets being transferred to our creditors as of May 14, 2025.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt">●</td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt">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. </td></tr> </table>

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<p id="xdx_807_eus-gaap--CompensationAndEmployeeBenefitPlansOtherThanShareBasedCompensationTextBlock_zJ43mo0vsb89" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">NOTE 4 STOCK BASED COMPENSATION 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 2,450,000 with a three-year exercise term and $<span id="xdx_900_eus-gaap--DebtInstrumentMeasurementInput_iI_pid_uPure_c20260317__us-gaap--MeasurementInputTypeAxis__us-gaap--MeasurementInputSharePriceMember_ztqRNva3CWE6" title="Debt instrument, measurement input">0.00125 strike price. Due to certain restrictions, the warrants were not currently exercisable. Further, as the Company currently has approximately 1.3 billion common shares outstanding the fair value of the warrants was not material.

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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.