Nevada
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74-3262176
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(State
or other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification No.)
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15150 Preston Rd, Suite 300
Dallas, TX
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75248
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☑
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(Do not
check if a smaller reporting company)
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Page
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PART I.
FINANCIAL INFORMATION
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ITEM
1
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Financial
Statements
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3
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Condensed
consolidated balance sheets as December 31, 2016 (unaudited) and
March 31, 2016
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3
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Condensed
consolidated statements of operations for the three and nine months
ended December 31, 2016 and 2015 (unaudited)
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4
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Condensed
consolidated statements of cash flows for the nine months ended
December 31, 2016 and 2015 (unaudited)
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5
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Notes
to consolidated financial statements (unaudited)
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6
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ITEM
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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12
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ITEM
3.
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Quantitative
and Qualitative Disclosures about Market Risk
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16
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ITEM
4.
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Controls
and Procedures
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17
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PART II.
OTHER INFORMATION
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ITEM
1.
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Legal
Proceedings
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18
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ITEM
1A.
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Risk
Factors
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18
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ITEM
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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18
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ITEM
3.
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Defaults
Upon Senior Securities
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18
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ITEM
4.
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Mine
Safety Disclosures
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18
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ITEM
5.
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Other
Information
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18
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ITEM
6.
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Exhibits
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19
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SIGNATURES
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20
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For the Three Months Ended
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For the Nine Months Ended
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December 31, 2016
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December 31, 2015
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December
31, 2016
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December 31, 2015
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Sales
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$
-
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$
-
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$
-
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$
-
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Operating
expenses
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Facility
operations
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16,344
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37,603
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58,674
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151,717
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General
and administrative
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171,345
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241,377
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530,075
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1,168,880
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Depreciation
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21,500
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24,250
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42,500
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65,250
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Loss
on extinguishment of debt
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-
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-
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319,369
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Total
operating expenses
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209,189
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303,230
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631,249
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1,705,216
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Net
operating loss
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(209,189
)
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(303,230
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(631,249
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(1,705,216
)
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Other
income (expense)
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Interest
expense
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(55,822
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(35,790
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(164,489
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(108,464
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Other
income
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-
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-
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-
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6,530
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Total
other income (expense)
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(55,822
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(35,790
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(164,489
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(101,934
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Loss
before income taxes
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(265,011
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(339,020
)
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(795,738
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(1,807,150
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Income
taxes
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-
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-
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-
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-
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Net
loss
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$
(265,011
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$
(339,020
)
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$
(795,738
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$
(1,807,150
)
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EARNINGS
PER SHARE (Basic)
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$
(0.00
)
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$
(0.00
)
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$
(0.01
)
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$
(0.02
)
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WEIGHTED
AVERAGE SHARES OUTSTANDING (Basic)
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89,424,477
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89,170,979
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89,437,931
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88,376,497
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The accompanying notes are an integral part of these consolidated
financial statements.
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For the Nine Months Ended |
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December 31, 2016
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December
31, 2015
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$
(795,738
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$
(1,807,150
)
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Adjustments
to reconcile net loss to net cash used in operating
activities
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Stock-based
compensation
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24,750
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49,999
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Depreciation
expense
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42,500
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65,250
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Loss
on extinguishment of debt
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-
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319,369
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Changes
in operating assets and liabilities:
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Prepaid
expenses and other current assets
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(4,000
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3,203
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Deposits
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(10,000
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-
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Accounts
payable
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(48,465
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411,488
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Other
accrued expenses
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149,921
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(87,580
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Accrued
interest - related parties
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106,659
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60,951
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CASH
USED IN OPERATING ACTIVITIES
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(534,373
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(984,470
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CASH
FLOWS FROM INVESTING ACTIVITIES
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Cash
paid for purchase of fixed assets
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-
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(35,980
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CASH
USED IN INVESTING ACTIVITIES
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-
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(35,980
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Payment
of related party notes payable
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-
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(5,798
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Borrowing
on Notes payable related party
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617,257
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-
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Borrowing
on Short-Term Note and Lines of credit
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38,000
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Repayment
of Lines of credit
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(9,379
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(49,377
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Proceeds
from sale of stock
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10,000
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-
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Proceeds
from sale of stock - post reverse acquisition
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-
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856,749
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CASH
PROVIDED BY FINANCING ACTIVITIES
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617,878
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839,574
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NET
CHANGE IN CASH
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83,505
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(180,876
)
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CASH
AT BEGINNING OF PERIOD
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6,158
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220,874
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CASH
AT END OF PERIOD
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$
89,663
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$
39,998
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INTEREST
PAID
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$
57,830
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$
47,513
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Supplemental
Disclosure of Non-Cash Investing and Financing
Activities:
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Common
Stock issued in Settlement of Notes Payable-Related Party
$
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$
-
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35,000
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The accompanying notes are an integral part of these consolidated
financial statements.
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Autos
and Trucks
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5
years
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Buildings
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27.5
– 39 years
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Other
Depreciable Property
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5
– 10 years
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Furniture
and Fixtures
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3
– 10 years
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Three Months
Ended
December
31,
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2016
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2015
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Salaries and
related expenses
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$
88,440
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$
99,399
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Rent
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3,819
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7,378
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Professional
fees
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17,137
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36,801
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Other general and
administrative expenses
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61,949
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97,799
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Facility
operations
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16,344
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37,603
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Depreciation
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21,500
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24,250
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Total
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$
209,189
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$
303,230
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December
31,
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March
31,
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2016
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2016
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Current
assets
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$
93,663
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$
6,158
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Current
liabilities
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5,658,507
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4,842,514
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Working capital
deficiency
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$
5,564,884
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$
4,836,356
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Nine months
Ended
December
31,
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2016
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2015
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Net cash used in
operating activities
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$
(534,373
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$
(984,470
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Net cash used in
investing activities
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-
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(35,980
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Net cash provided
by financing activities
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617,878
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839,574
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Increase (decrease)
in cash and cash equivalents
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$
83,505
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$
(180,876
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No.
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Description
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10.1
*
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Promissory
Note between NaturalShrimp Corporation and Community National Bank
dated January 10, 2017
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10.2
*
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Payoff,
Termination and Release Letter between Baptist Community Services
and NaturalShrimp Corporation dated January 13, 2017.
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3.1(a)
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Articles
of Incorporation (incorporated by reference to our Registration
Statement on Form S-1 originally filed on June 11,
2009).
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3.1(b)
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Amendment
to Articles of Incorporation (incorporated by reference to our
Current Report on Form 8-K filed on May 19,
2014).
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3.2
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Bylaws (incorporated by reference to our Registration
Statement on Form S-1 originally filed on June 11,
2009).
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31.1
*
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Certification
Statement of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
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31.2
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Certification
Statement of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
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32.1
*
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Certification
Statement of the Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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32.2
*
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Certification
Statement of the Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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101*
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Interactive
Data Files
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1.
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I have reviewed
this quarterly report on Form 10-Q of NaturalShrimp
Incorporated;
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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 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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1.
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I have reviewed
this quarterly report on Form 10-Q of NaturalShrimp
Incorporated;
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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 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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