Nevada
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74-3262176
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State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization
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Identification No.)
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Title of Each Class
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Name of each exchange on which registered
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None
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N/A
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated file [ ]
(Do not check if a smaller reporting company)
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Smaller reporting company
[X]
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Page
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|
PART I
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3
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ITEM 1. BUSINESS
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3
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ITEM 1A. RISK FACTORS
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11
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ITEM 1B. UNRESOLVED STAFF COMMENTS
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20
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ITEM 2. PROPERTIES
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20
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ITEM 3. LEGAL PROCEEDINGS
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20
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ITEM 4. MINE SAFETY DISCLOSURES
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20
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PART II
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20
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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20
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ITEM 6. SELECTED FINANCIAL DATA
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21
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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21
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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28
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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F-1
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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29
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ITEM 9A. CONTROLS AND PROCEDURES
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29
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ITEM 9B. OTHER INFORMATION
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30
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PART III
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30
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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30
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ITEM 11. EXECUTIVE COMPENSATION
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34
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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36
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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37
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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38
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PART IV
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39
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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39
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SIGNATURES
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40
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●
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our ability to successfully commercialize our shrimp farming operations to produce a market-ready product in a timely manner and in enough quantity;
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●
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absence of contracts with customers or suppliers;
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●
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our ability to maintain and develop relationships with customers and suppliers;
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●
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our ability to successfully integrate acquired businesses or new brands;
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●
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the impact of competitive products and pricing;
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●
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supply constraints or difficulties; and
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●
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the retention and availability of key personnel.
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●
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general economic and business conditions;
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●
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substantial doubt about our ability to continue as a going concern;
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●
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our need to raise additional funds in the future;
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●
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our ability to successfully recruit and retain qualified personnel in order to continue our operations;
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●
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our ability to successfully implement our business plan;
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●
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our ability to successfully acquire, develop or commercialize new products and equipment;
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●
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the commercial success of our products;
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●
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intellectual property claims brought by third parties;
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●
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the impact of any industry regulation; and
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●
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other factors discussed under the section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the year ended March 31, 2015.
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●
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High-density shrimp production
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●
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Weekly production
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●
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Natural ecology system
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●
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Regional production
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●
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Regional distribution
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● |
Texas Parks and Wildlife Department (TPWD) - “Exotic species permit” to raise exotic shrimp (non-native to Texas). The La Coste facility is north of the coastal shrimp exclusion zone (east and south of H-35, where it intersects Hwy 21 down to Laredo) and therefore outside of TPWD’s major area of concern for exotic shrimp. Currently Active - Expires 12/31/15.
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● |
Texas Department of Agriculture (TDA) - “Aquaculture License” for aquaculture production facilities. License to “operate a fish farm or cultured fish processing plant.” Currently Active – Expires 4/30/17
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● |
Texas Commission on Environmental Quality (TCEQ) - Regulates facility wastewater discharge. According to the TCEQ permit classification system, we are rated Level 1 – Recirculation system with no discharge. Currently Active – No expiration.
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● |
San Antonio River Authority - No permit required, but has some authority over any effluent water that could impact surface and ground waters.
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● |
OSHA - No permit required but has right to inspect facility.
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● |
HACCP (Hazard Analysis and Critical Control Point) - Not needed unless we process shrimp on site. Training and preparation of HACCP plans remain to be completed. There are multiple HACCP plans listed at http://seafood.ucdavis.edu/haccp/Plans.htm and other web sites that can be used as examples.
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● |
Texas Department of State Health Services - Food manufacturer license # 1011080
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● |
Aquaculture Certification Council (ACC) and Best Aquaculture Practices (BAP) - Provide shrimp production certification for shrimp marketing purposes to mainly well-established vendors. ACC and BAP certifications require extensive record keeping. No license is required at this time.
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● |
Early-mover Advantage: Commercialized technology in a large growing market with no significant competition yet identified. Most are early stage start-ups or early stage companies with limited production and distribution.
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● |
Locally Produced: This has significant advantages including reduced transportation costs and a product that is more attractive to local consumers.
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●
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Bio-secured Building: Our process is a re-circulating, highly-filtered technology in an indoor-regulated environment. External pathogens are excluded.
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● |
Eco-friendly “Green” Technology: Our closed-loop, re-circulating system has no ocean water exchange requirements, does not use chemical or antibiotics and therefore is sustainable, eco-friendly, environmentally sound and produces a superior quality shrimp that is totally natural.
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● |
Availability of Weekly Fresh Shrimp: Assures consumers of optimal freshness, taste, and texture of product which will command premium prices.
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● |
Sustainability: Our naturally grown product does not deplete wild supplies, has no by-catch kill of marine life, does not damage sensitive ecological environments and avoids potential risks of imported seafood.
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● |
price;
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● |
product quality;
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● |
brand identification; and
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● |
customer service.
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● |
availability and cost of capital;
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● |
current and future shrimp prices;
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● |
costs and availability of post-larvae shrimp, equipment, supplies and personnel necessary to conduct these operations;
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● |
success or failure of system design and activities in similar areas;
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● |
changes in the estimates of the costs to complete production facilities; and
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● |
decisions of operators and future joint venture partners.
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● |
cancellation or renegotiation of contracts due to uncertain enforcement and recognition procedures of judicial decisions;
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● |
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act;
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● |
changes in foreign laws or regulations that adversely impact our business;
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● |
changes in tax laws that adversely impact our business, including, but not limited to, increases in the tax rates and retroactive tax claims;
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● |
royalty and license fee increases;
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● |
expropriation or nationalization of property;
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● |
currency fluctuations;
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● |
foreign exchange controls;
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● |
import and export regulations;
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● |
changes in environmental controls;
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● |
risks of loss due to civil strife, acts of war and insurrection; and
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● |
other risks arising out of foreign governmental sovereignty over the areas in which our operations are conducted.
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● |
limited
“
public float
”
in the hands of a small number of persons whose sales (or lack of sales) could result in positive or negative pricing pressure on the market price for our common stock;
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● |
actual or anticipated variations in our quarterly operating results;
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● |
changes in our earnings estimates;
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● |
our ability to obtain adequate working capital financing;
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● |
changes in market valuations of similar companies;
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● |
publication (or lack of publication) of research reports about us;
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● |
changes in applicable laws or regulations, court rulings, enforcement and legal actions;
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● |
loss of any strategic relationships;
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● |
additions or departures of key management personnel;
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● |
actions by our stockholders (including transactions in our shares);
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● |
speculation in the press or investment community;
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● |
increases in market interest rates, which may increase our cost of capital;
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● |
changes in our industry;
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● |
competitive pricing pressures;
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● |
our ability to execute our business plan; and
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● |
economic and other external factors.
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Quarter Ended
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Bid High
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Bid Low
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||||||
March 31, 2015
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$ | 1.90 | $ | 1.90 | ||||
December 31, 2014
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$ | 1.00 | $ | 1.00 | ||||
September 30, 2014
(1)
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$ | 0.10 | $ | 0.10 | ||||
June 30, 2014
(1)
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$ | 0.10 | $ | 0.10 | ||||
March 31, 2014
(1)
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$ | 0.10 | $ | 0.10 | ||||
December 31, 2013
(1)
|
$ | 0.10 | $ | 0.10 | ||||
September 30, 2013
(1)
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$ | 0.10 | $ | 0.10 | ||||
June 30, 2013
(1)
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$ | 0.10 | $ | 0.10 |
● |
Secure capital and upgrade the existing R&D facility;
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● |
Begin the retrofit of existing system to a commercial shrimp production pilot plant;
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● |
Following the completion of a successful capital raise and new production system build-out in La Coste, identify and build-out up to six shrimp production systems in major market areas; and
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● |
Begin build-out of one full scale production system per month.
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● |
Begin proprietary genetics and hatchery programs;
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● |
Build hatchery at Medina del Campo facility;
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● |
Work with NaturalShrimp AS, to secure additional capital to build additional production systems at the Gamba Natural operations located outside of Madrid, Spain in Medina del Campo; and
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●
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Locate additional target markets and initiate five-year system rollout for Europe and other world markets as cash flow and capital allow.
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Year Ended March 31,
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||||||||
2015
|
2014
|
|||||||
Salaries and related expenses
|
$ | 584,026 | $ | 503,759 | ||||
Stock-based compensation
|
304,018 | 1,295,415 | ||||||
Rent
|
14,570 | 22,392 | ||||||
Professional fees
|
75,000 | - | ||||||
Other general and administrative expenses
|
275,976 | 52,003 | ||||||
Depreciation
|
82,936 | 84,295 | ||||||
Total
|
$ | 1,329,026 | $ | 1,957,864 |
March 31,
|
March 31,
|
|||||||
2015
|
2014
|
|||||||
Current assets
|
$ | 224,077 | $ | 14,880 | ||||
Current liabilities
|
4,237,731 | 4,061,215 | ||||||
Working capital deficiency
|
$ | 4,013,654 | $ | 4,046,335 |
Year Ended March 31,
|
||||||||
2015 | 2014 | |||||||
Net cash used in operating activities
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$ | (1,200,607 | ) | $ | (914,381 | ) | ||
Net cash used in investing activities
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(27,105 | ) | (88,684 | ) | ||||
Net cash provided by financing activities
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1,436,837 | 944,280 | ||||||
Increase (decrease) in cash and cash equivalents
|
$ | 209,125 | $ | (58,785 | ) |
Page
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|
CONSOLIDATED FINANCIAL STATEMENTS:
|
F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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F-2 |
Consolidated Balance Sheets
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F-3
|
Consolidated Statements of Operations
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F-4
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Consolidated Statements of Changes in Stockholders’ Deficit
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F-5
|
Consolidated Statements of Cash Flows
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F-6
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Notes to Consolidated Financial Statements
|
F-7 to
F-17
|
March 31, 2015
|
March 31, 2014
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 220,874 | $ | 11,749 | ||||
Accounts receivable
|
3,203 | 3,131 | ||||||
Total current assets
|
224,077 | 14,880 | ||||||
Fixed assets
|
||||||||
Land
|
202,293 | 202,293 | ||||||
Buildings
|
1,328,161 | 1,328,161 | ||||||
Machinery and equipment
|
893,234 | 866,129 | ||||||
Autos and trucks
|
14,063 | 14,063 | ||||||
Furniture and fixtures
|
22,060 | 22,060 | ||||||
Accumulated depreciation
|
(1,086,464 | ) | (1,003,528 | ) | ||||
Fixed assets, net
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1,373,347 | 1,429,178 | ||||||
Other assets
|
||||||||
Deposits
|
11,500 | 500 | ||||||
Total other assets
|
11,500 | 500 | ||||||
Total assets
|
$ | 1,608,924 | $ | 1,444,558 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payble
|
$ | 181,759 | $ | 196,091 | ||||
Accrued interest - related parties
|
238,010 | 197,184 | ||||||
Other accrued expenses
|
149,421 | 31,806 | ||||||
Lines of credit
|
774,625 | 764,017 | ||||||
Notes payable - related parties
|
560,954 | 557,404 | ||||||
Notes payable in default - related party
|
2,305,953 | 2,279,283 | ||||||
Current portion of long-term debt
|
27,009 | 35,430 | ||||||
Total current liabilities
|
4,237,731 | 4,061,215 | ||||||
Total liabilities
|
4,237,731 | 4,061,215 | ||||||
Commitments and contingencies (Note 10)
|
||||||||
Stockholders deficit
|
||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized 86,777,382 and 9,700,000 shares issued and outstanding at March 31, 2015 and 2014, respectively
|
8,678 | 970 | ||||||
Additional paid in capital
|
24,078,062 | 22,442,094 | ||||||
Subscription stock receivable
|
(25,001 | ) | - | |||||
Accumulated deficit
|
(26,690,546 | ) | (25,059,721 | ) | ||||
Total stockholders' deficit
|
(2,628,807 | ) | (2,616,657 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 1,608,924 | $ | 1,444,558 |
For the years ended
|
|||||||||
March 31, 2015
|
March 31, 2014
|
||||||||
Sales
|
$ | 924 | $ | 12,862 | |||||
Cost of sales
|
158,825 | 225,414 | |||||||
Gross loss
|
(157,901 | ) | (212,552 | ) | |||||
Operating expenses
|
|||||||||
General and administrative
|
1,246,090 | 1,873,569 | |||||||
Depreciation
|
82,936 | 84,295 | |||||||
Total operating expenses
|
1,329,026 | 1,957,864 | |||||||
Net operating (loss) before other income (expense)
|
(1,486,927 | ) | (2,170,416 | ) | |||||
Other income (expense)
|
|||||||||
Interest expense
|
(143,898 | ) | (216,549 | ) | |||||
Total other income (expense)
|
(143,898 | ) | (216,549 | ) | |||||
Loss before income taxes
|
(1,630,825 | ) | (2,386,965 | ) | |||||
Income taxes
|
- | - | |||||||
Net loss
|
$ | (1,630,825 | ) | $ | (2,386,965 | ) | |||
EARNINGS PER SHARE (Basic)
|
$ | (0.07 | ) | $ | (0.25 | ) | |||
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic)
|
22,321,191 | 9,700,000 |
Common stock
|
Additional paid
in
Capital
|
Stock
Receivable
|
Accumulated
deficit
|
Total stockholders'
deficit
|
||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||||||
Balance March 31, 2013
|
97,000,000 | $ | 9,700 | $ | 19,726,270 | $ | (22,672,756 | ) | $ | (2,936,786 | ) | |||||||||||||
Effect of 1-for10 reverse split on
October 29, 2014
|
(87,300,000 | ) | (8,730 | ) | 8,730 | - | ||||||||||||||||||
As restated, March 31, 2013
|
9,700,000 | 970 | 19,735,000 | - | (22,672,756 | ) | (2,936,786 | ) | ||||||||||||||||
Effect of the capital transactions in
NaturalShrimp Holdings, Inc.:
|
||||||||||||||||||||||||
Issuance of shares for cash
|
1,220,393 | 1,220,393 | ||||||||||||||||||||||
Issuance of shares for compensation
|
1,432,944 | 1,432,944 | ||||||||||||||||||||||
Dividends
|
53,757 | 53,757 | ||||||||||||||||||||||
Net loss
|
(2,386,965 | ) | (2,386,965 | ) | ||||||||||||||||||||
Balance March 31, 2014
|
9,700,000 | 970 | 22,442,094 | - | (25,059,721 | ) | (2,616,657 | ) | ||||||||||||||||
Effect of the capital transactions in
NaturalShrimp Holdings, Inc.:
|
||||||||||||||||||||||||
Issuance of shares for cash prior to
reverse acquisition
|
911,101 | 911,101 | ||||||||||||||||||||||
Issuance of shares for compensation
|
304,018 | 304,018 | ||||||||||||||||||||||
Dividends
|
8,550 | 8,550 | ||||||||||||||||||||||
Effect of reverse acquisition on
January 29, 2015:
|
||||||||||||||||||||||||
Shares issued to Natural Shrimp Holding Inc.
|
75,520,240 | 7,552 | (7,552 | ) | - | |||||||||||||||||||
Effect of reverse acquisition MYDR
accrued expenses
|
(124,994 | ) | (124,994 | ) | ||||||||||||||||||||
Issuance of shares for cash
|
1,485,712 | 149 | 519,851 | 520,000 | ||||||||||||||||||||
Shares issued but proceeds receivable at March 31, 2015
|
71,430 | 7 | 24,994 | (25,001 | ) | - | ||||||||||||||||||
Net loss
|
(1,630,825 | ) | (1,630,825 | ) | ||||||||||||||||||||
Balance March 31, 2015
|
86,777,382 | $ | 8,678 | $ | 24,078,062 | $ | (25,001 | ) | $ | (26,690,546 | ) | $ | (2,628,807 | ) |
Autos and Trucks
|
5 years
|
Buildings
|
27.5 – 39 years
|
Other Depreciable Property
|
5 – 10 years
|
Furniture and Fixtures
|
3 – 10 years
|
Number of Shares
|
||||
Issuance of common stock for cash at $0.35 per share
|
1,418,178 | |||
Issuance of common stock for services performed
|
199,103 |
i)
|
Lack of Formal Policies and Procedures.
The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
|
|
ii)
|
Audit Committee and Financial Expert
. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
|
|
(iii)
|
Insufficient Resources.
The Company has insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.
|
|
(iv)
|
Entity Level Risk Assessment
. The Company did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non- routine transactions, if any, on internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.
|
|
(v)
|
Lack of Personnel with GAAP Experience.
We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
Age
|
Position
|
Since
|
||||||
Bill G. Williams
|
80 |
Chairman of the Board, Chief Executive Officer
|
2015 | ||||||
Gerald Easterling
|
67 |
President, Secretary, Director
|
2015 | ||||||
Scott Stubblefield
|
44 |
Director of Sales and Marketing
|
2015 | ||||||
William Delgado
|
56 |
Treasurer, Chief Financial Officer, Director
|
2014 |
● |
Late filing of Form 4 for Bill G. Williams in connection with acquisition of 75,520,240 shares of common stock on January 29, 2015.
|
● |
Late filing of Form 4 for Gerald Easterling in connection with acquisition of 75,520,240 shares of common stock on January 29, 2015.
|
● |
Late filing of Form 4 for William Delgado in connection with acquisition of 8,540,000 shares of common stock on January 29, 2015.
|
● |
Late filing of Form 3 for Alexander Baez.
|
● |
Late filing of Form 3 for Tom Untermeyer.
|
● |
Late filing of Form 4 for Dragon Acquisitions LLC and William Delgado in connection with disposition of 1,400,000 shares of common stock on December 11, 2014 and February 13, 2015.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
Non-Equity
|
|||||||||||||||||||
Name and Principal
|
Stock
|
Option
|
Incentive Plan
|
All Other
|
|||||||||||||||
Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Compensation
|
Total
|
|||||||||||
Bill G. Williams
|
2015
|
$ | 68,000 | $ | 68,000 | ||||||||||||||
Chairman of the Board, CEO
|
2014
|
$ | 76,000 | $ | 76,000 | ||||||||||||||
Gerald Easterling
|
2015
|
$ | 68,000 | $ | 68,000 | ||||||||||||||
President
|
2014
|
$ | 84,000 | $ | 84,000 |
Shares Beneficially
|
Percentage
|
|||||||
Name and Address of Beneficial Owner(1)
|
Owned
|
Owned(2)
|
||||||
Directors and Executive Officers
|
||||||||
Bill G. Williams
2086 N. Valley Mills Rd.
Waco, TX 76710
|
75,520,240 (3)
|
85.66%
|
||||||
Gerald Easterling
2086 N. Valley Mills Rd.
Waco, TX 76710
|
75,520,240 (4)
|
85.66%
|
||||||
Tom Untermeyer
2086 N. Valley Mills Rd.
Waco, TX 76710
|
0
|
0%
|
||||||
Scott Stubblefield
2086 N. Valley Mills Rd.
Waco, TX 76710
|
0
|
0%
|
||||||
William Delgado
2086 N. Valley Mills Rd.
Waco, TX 76710
|
7,625,000 (5)
|
8.65%
|
||||||
Total:
|
83,145,240
|
94.31%
|
||||||
5% Stockholders
|
||||||||
NaturalShrimp Holdings, Inc.
2086 N. Valley Mills Rd.
Waco, TX 76710
|
75,520,240
|
85.66%
|
||||||
Dragon Acquisitions LLC
1621 Central Avenue
Cheyenne, WY 82001
|
7,625,000
|
8.65%
|
(1) |
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
|
|
(2)
|
Based on 87,908,834 shares of our common stock issued and outstanding as of July 8, 2015.
|
|
(3)
|
Bill G. Williams is the indirect owner of 75,520,240 shares of common stock, which are directly held by NaturalShrimp Holdings, Inc. Mr. Williams is the Chairman of the Board and the Chief Executive Office of NaturalShrimp Holdings, Inc. and has shared voting and dispositive power over the shares held by NaturalShrimp Holdings, Inc.
|
|
(4)
|
Gerald Easterling is the indirect owner of 75,520,240 shares of common stock, which are directly held by NaturalShrimp Holdings, Inc. Mr. Easterling is the President of NaturalShrimp Holdings, Inc. and has shared voting and dispositive power over the shares held by NaturalShrimp Holdings, Inc.
|
|
(5)
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William Delgado is the indirect owner of 7,625,000 shares of common stock, which are directly held by Dragon Acquisitions LLC. Mr. Delgado is the managing member of Dragon Acquisitions LLC and has shared voting and dispositive power over the shares held by Dragon Acquisitions LLC.
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any director or executive officer of our company;
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any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
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any promoters and control persons; and
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any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.
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Services
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2015
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2014
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||||||
Audit fees
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$ | 7,027 | $ | 10,205 | ||||
Audit related fees
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- | - | ||||||
Tax fees
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- | 1,000 | ||||||
All other fees
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- | - | ||||||
Total fees
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$ | 7,027 | $ | 11,205 |
By:
/s/ Bill G. Williams
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Bill G. Williams
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Chief Executive Officer and Chairperson of the Board (Principal Executive Officer)
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Date: July 28, 2015
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By:
/s/ William Delgado
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William Delgado
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Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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Date: July 28, 2015
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Signatures
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Title(s)
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Date
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/s/ Bill G. Williams
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Bill G. Williams
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Chief Executive Officer, Chairman of the Board
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Date: July 28, 2015
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(Principal Executive Officer)
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/s/ Gerald Easterling
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President, Director
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Date: July 28, 2015
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Gerald Easterling
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/s/ William Delgado
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Chief Financial Officer, Treasurer, Director
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Date: July 28, 2015
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William Delgado
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DATE:
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MAKER:
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NaturalShrimp Corporation
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MAKER’S MAILING ADDRESS:
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2068 N Valley Mills Dr.
Waco, Texas 76710
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LENDER:
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ADDRESS:
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PRINCIPAL AMOUNT:
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($_______)
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MATURITY DATE:
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Twelve months from the date hereof
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INTEREST RATE ON
UNPAID PRINCIPAL FROM DATE:
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Fifteen percent (15%) payable at Maturity Date
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SECURITY:
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Shrimp crop attributable to Loan of even date herewith
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MAKER | |||
NATURALSHRIMP CORPORATION | |||
BY:
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TITLE: |
NATURALSHRIMP HOLDINGS, INC. | LENDER | |||
/s/
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BY: Gerald Easterling
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ITS: President
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a.
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Borrower is a producer of shrimp in enclosed re-circulating saltwater production facilities located in La Coste, Texas and must purchase from third parties post larvae shrimp (“PLs”) with which to stock its tanks and feed for growing out the shrimp; and
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b.
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In this respect, Borrower desires to Borrower from Lender and Lender is willing to loan to Borrower under the terms hereof funds necessary to acquire PLs and grow them to maturity in Borrower’s tanks.
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BORROWER | |||
NATURALSHRIMP CORPORATION | |||
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BY:
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TITLE: | |||
LENDER | |||
Principal
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Loan Date
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Maturity
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Loan No
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Call / Coll
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Account
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Officer
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Initials
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References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
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Borrower:
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NaturalShrimp Holdings, Inc., a Delaware Corporation
(TIN: 20-3350821)
2068 N Valley Mills Dr
Waco, TX 76710
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Lender:
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Extraco Banks, N.A.
Commercial - Waco Region
1700 N. Valley Mills Drive
Waco, TX 76710
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Principal Amount:
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Date of Agreement:
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CHANGE IN TERMS AGREEMENT
(Continued)
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Page 2
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CHANGE IN TERMS AGREEMENT
(Continued)
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Page 3
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CHANGE IN TERMS AGREEMENT
(Continued)
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Page 4
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CHANGE IN TERMS AGREEMENT
(Continued)
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Page 5
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CHANGE IN TERMS AGREEMENT
(Continued)
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Page 6
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BORROWER:
NATURALSHRIMP HOLDINGS, INC., A DELAWARE CORPORATION
By:
Bill G. Williams, Chairman and CEO of NaturalShrimp
Holdings, Inc., a Delaware Corporation
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LENDER:
EXTRACO BANKS, N.A.
X
Authorized Signer
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1.
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I have reviewed this Annual Report on Form 10-K of NaturalShrimp Incorporated for the period ended March 31, 2015;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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Date:
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Date: July 28, 2015
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By:
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/s/ Bill G. Williams
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Name: Bill G. Williams
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Title: Chief Executive Officer (Principal Executive Officer)
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I, William Delgado, certify that:
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1.
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I have reviewed this Annual Report on Form 10-K of NaturalShrimp Incorporated for the period ended March 31, 2015.
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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Date:
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Date: July 28, 2015
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By:
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/s/ William Delgado
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Name: William Delgado
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Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal
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Accounting Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date:
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July 28, 2015
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By:
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/s/ Bill G. Williams
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Name: Bill G. Williams
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Title: Chief Executive Officer (Principal Executive Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date:
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July 28, 2015
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By:
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/s/ William Delgado
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Name: William Delgado
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Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal
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Accounting Officer)
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