Nevada
|
|
74-3262176
|
(State
or other Jurisdiction of Incorporation or
Organization)
|
|
(I.R.S.
Employer Identification No.)
|
15150 Preston Road, Suite #300
Dallas, Texas
|
|
75248
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of exchange on
which registered
|
None
|
|
N/A
|
|
N/A
|
|
|
|
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
|
|
|
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☒
|
|
|
|
|
|
|
Emerging growth
company
|
☐
|
|
Page
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|
ASSETS
|
June 30,
2020
|
March 31,
2020
|
Current
assets
|
|
|
Cash
|
$1,112,719
|
$109,491
|
Prepaid
expenses
|
59,950
|
128,693
|
Insurance
settlement
|
-
|
917,210
|
|
|
|
Total
current assets
|
1,172,669
|
1,155,394
|
|
|
|
Fixed
assets
|
823,185
|
707,808
|
|
|
|
Other
assets
|
|
|
Right
of Use asset
|
275,400
|
275,400
|
Deposits
|
807,077
|
178,198
|
|
|
|
Total
other assets
|
1,082,477
|
453,598
|
|
|
|
Total
assets
|
$3,078,331
|
$2,316,800
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$491,953
|
$641,146
|
Accrued
interest
|
87,870
|
81,034
|
Accrued
interest - related parties
|
308,720
|
296,624
|
Other
accrued expenses
|
484,837
|
1,204,815
|
Short-term
Promissory Note and Lines of credit
|
570,497
|
570,497
|
Bank
loan
|
8,990
|
8,904
|
Payroll
Protection Program loan
|
103,200
|
-
|
Convertible
debentures
|
278,000
|
463,161
|
Notes
payable - related parties
|
1,221,162
|
1,221,162
|
Dividends
payable
|
88,334
|
-
|
Derivative
liability
|
-
|
176,000
|
Warrant
liability
|
-
|
90,000
|
|
|
|
Total
current liabilities
|
3,643,563
|
4,753,343
|
|
|
|
Bank
loans, less current maturities
|
221,762
|
225,837
|
Lines
of credit
|
-
|
-
|
Lease
Liability
|
275,400
|
275,400
|
|
|
|
Total
liabilities
|
4,140,725
|
5,254,580
|
|
|
|
|
|
|
Commitments
and contingencies (Note 10)
|
|
|
|
|
|
Stockholders'
deficit
|
|
|
|
500
|
500
|
|
-
|
-
|
|
47,000
|
37,975
|
Additional
paid in capital
|
46,316,362
|
43,533,242
|
Accumulated
deficit
|
(47,342,260)
|
(46,427,396)
|
Total
stockholders' deficit attributable to NaturalShrimp, Inc.
shareholders
|
(978,398)
|
(2,855,679)
|
|
|
|
Non-controlling
interest in NAS
|
(83,996)
|
(82,101)
|
|
|
|
Total
stockholders' deficit
|
(1,062,394)
|
(2,937,780)
|
|
|
|
Total
liabilities and stockholders' deficit
|
$3,078,331
|
$2,316,800
|
|
For the Three Months Ended
|
|
|
June 30, 2020
|
June 30, 2019
|
|
|
|
Sales
|
$-
|
$-
|
|
|
|
Operating
expenses:
|
|
|
General
and administrative
|
335,979
|
89,060
|
Facility
operations
|
11,372
|
124,524
|
Depreciation
and amortization
|
10,781
|
12,244
|
|
|
|
Total
operating expenses
|
358,132
|
350,352
|
|
|
|
Net
loss from operations
|
(358,132)
|
(350,352)
|
|
|
2.2%
|
Other
income (expense):
|
|
|
Interest
expense
|
(30,026)
|
(62,488)
|
Amortization
of debt discount
|
-
|
(221,379)
|
Financing
costs
|
(61,809)
|
(81,269)
|
Change
in fair value of derivative liability
|
(29,000)
|
16,000
|
Loss
on exercise of warrants
|
-
|
(50,000)
|
Total
other income (expense)
|
(120,835)
|
(399,136)
|
|
|
|
Loss
before income taxes
|
(478,967)
|
(749,488)
|
|
|
|
Provision
for income taxes
|
-
|
-
|
|
|
|
Net
loss
|
(478,967)
|
(749,488)
|
|
|
|
Less
net loss attributable to non-controlling interest
|
(1,895)
|
-
|
|
|
|
Net
loss attributable to NaturalShrimp Inc.
|
(477,072)
|
(749,488)
|
|
|
|
Amortization
of beneficial conversion feature on Series B PS
|
(293,000)
|
-
|
Dividends
|
(144,792)
|
-
|
|
|
|
Net
loss available for common stockholders
|
$(914,864)
|
$(749,488)
|
|
|
|
EARNINGS
PER SHARE (Basic and diluted)
|
$(0.00)
|
$(0.00)
|
|
|
|
EARNINGS
PER SHARE (Diluted)
|
$(0.00)
|
$(0.00)
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING (Basic and diluted)
|
386,434,991
|
308,558,080
|
|
|
|
|
Additional
|
|
|
Total
|
|||
|
Series A Preferred Stock
|
Series B Preferred Stock
|
Common Stock
|
Paid-in
|
Accumulated
|
Non-controlling
|
Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Interest
|
Deficit
|
Balance March 31, 2020
|
5,000,000
|
$500
|
2,250
|
$-
|
379,742,524
|
$37,975
|
$43,533,242
|
$(46,427,396)
|
$(82,101)
|
(2,937,780)
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
common stock upon conversion
|
|
|
|
|
37,926,239
|
3,793
|
222,644
|
|
|
226,437
|
Reclass of
derivative liability upon conversion of related convertible
debentures
|
|
|
|
|
|
|
205,000
|
|
|
205,000
|
Purchase of Series B Preferred
shares
|
|
|
1,250
|
-
|
|
|
1,250,000
|
|
|
1,250,000
|
Beneficial
conversion feature related to the Series B Preferred
Shares
|
|
|
|
|
|
|
293,000
|
(293,000)
|
|
-
|
Dividends
payable on Series B PS
|
|
|
|
|
|
|
|
(144,792)
|
|
(144,792)
|
Series B PS
Dividends in kind issued
|
|
|
50
|
-
|
|
|
56,458
|
|
|
56,458
|
Conversion of
Series B PS to common stock
|
|
|
(800)
|
-
|
33,569,730
|
3,357
|
(3,357)
|
|
|
-
|
Common stock
issued in Vista Warrant settlement
|
|
|
|
|
17,500,000
|
1,750
|
608,250
|
|
|
610,000
|
Reclass of warrant liability
upon the cancellation of warrants under Vista Warrant
settlement
|
|
|
|
|
|
|
90,000
|
|
|
90,000
|
Common stock
issued to consultant
|
|
|
|
|
1,250,000
|
125
|
61,125
|
|
|
61,250
|
Net
loss
|
|
|
|
|
|
|
|
(477,072)
|
(1,895)
|
(478,967)
|
|
|
|
|
|
|
|
|
|
|
-
|
Balance June 30, 2020
|
5,000,000
|
$500
|
2,750
|
$-
|
469,988,493
|
$47,000
|
$46,316,362
|
$(47,342,260)
|
$(83,996)
|
$(1,062,394)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 30, 2019
|
5,000,000
|
500
|
|
|
301,758,293
|
30,177
|
38,335,782
|
(41,223,445)
|
|
(2,856,986)
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
shares under equity financing agreement
|
|
|
|
|
11,482,721
|
1,148
|
1,498,852
|
|
|
1,500,000
|
Issuance of
shares upon conversion
|
|
|
|
|
3,000,000
|
300
|
29,700
|
|
|
30,000
|
Beneficial
conversion feature
|
|
|
|
|
|
|
58,548
|
|
|
58,548
|
Net
loss
|
|
|
|
|
|
|
|
(795,270)
|
-
|
(795,270)
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2019
|
5,000,000
|
$500
|
-
|
$-
|
316,241,014
|
$31,625
|
$39,922,882
|
$(42,018,715)
|
$(2,856,986)
|
$(2,063,708)
|
|
For the Three Months Ended
|
|
|
June 30, 2020
|
June 30, 2019
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
loss attributable to NaturalShrimp Inc.
|
$(477,072)
|
$(749,488)
|
|
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
expense
|
10,781
|
12,244
|
Amortization
of debt discount
|
-
|
221,379
|
Change
in fair value of derivative liability
|
29,000
|
(16,000)
|
Default
penalty
|
41,112
|
-
|
Net
loss attributable to non-controlling interest
|
(1,895)
|
-
|
Shares
issued for services
|
61,250
|
-
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
Prepaid
expenses and other current assets
|
68,743
|
(19,647)
|
Deposits
|
(628,879)
|
(10,133)
|
Accounts
payable
|
(149,193)
|
(9,331)
|
Other
accrued expenses
|
(159,814)
|
53,000
|
Accrued
interest
|
6,836
|
-
|
Accrued
interest - related parties
|
12,096
|
46,000
|
|
|
|
Cash used in operating activities
|
(1,187,035)
|
(471,976)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
Cash
paid for machinery and equipment
|
(126,158)
|
(67,623)
|
Cash
received from Insurance settlement
|
917,210
|
-
|
Cash
paid for construction in process
|
-
|
(230,000)
|
|
|
|
Cash provided by (used in) investing activities
|
791,052
|
(297,623)
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
Payments
on bank loan
|
(3,989)
|
(1,960)
|
Repayment
line of credit short-term
|
-
|
(101,984)
|
Proceeds
from PPP loan
|
103,200
|
-
|
Proceeds
from issuance of common shares under equity agreement
|
-
|
1,500,000
|
Proceeds
from sale of Series B Convertible Preferred stock
|
1,250,000
|
-
|
Proceeds
from convertible debentures
|
-
|
100,000
|
Cash
received in relation to Vista warrant settlement
|
50,000
|
-
|
|
|
|
Cash provided by financing activities
|
1,399,211
|
1,496,056
|
|
|
|
NET CHANGE IN CASH
|
1,003,228
|
726,457
|
|
|
|
CASH AT BEGINNING OF PERIOD
|
109,491
|
137,499
|
|
|
|
CASH AT END OF PERIOD
|
$1,112,719
|
$863,956
|
|
|
|
INTEREST PAID
|
$17,930
|
$16,488
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing
Activities:
|
|
|
Shares
issued upon conversion
|
$226,437
|
$30,000
|
Dividends
in kind issued
|
$56,458
|
$-
|
Shares
issued on Vista Warrant settlement
|
$560,000
|
$-
|
|
2020
|
2019
|
Derivative
liability balance at beginning of period
|
$176,000
|
$157,000
|
Reclass to equity
upon conversion or redemption
|
(205,000)
|
-
|
Change in fair
value
|
29,000
|
(16,000)
|
Balance at end of
period
|
$-
|
$141,000
|
|
2020
|
2019
|
Warrant liability
balance at beginning of period
|
$90,000
|
$92,000
|
Reclass to equity
upon cancellation or exercise
|
(90,000)
|
-
|
Change in fair
value
|
-
|
-
|
Balance at end of
period
|
$-
|
$92,000
|
Buildings
|
27.5
– 39 years
|
Other
Depreciable Property
|
5
– 10 years
|
Furniture
and Fixtures
|
3
– 10 years
|
|
June 30,
2020
|
March 31,
2020
|
Land
|
$202,293
|
$202,293
|
Buildings
|
541,862
|
509,762
|
Machinery
and equipment
|
316,045
|
221,987
|
Autos
and trucks
|
19,063
|
19,063
|
|
1,079,263
|
953,105
|
Accumulated
depreciation
|
(256,078)
|
(245,297)
|
Fixed
assets, net
|
$823,185
|
$707,808
|
Years
ended:
|
|
March 31,
2021
|
$112,190
|
March 31,
2022
|
20,730
|
March 31,
2023
|
9,240
|
March 31,
2024
|
9,786
|
March 31,
2025
|
10,364
|
Thereafter
|
171,642
|
|
$333,952
|
|
Three Months
Ended June 30,
|
|
|
2020
|
2019
|
|
|
|
Salaries and
related expenses
|
$110,715
|
$109,623
|
Professional
fees
|
128,308
|
60,796
|
Other general and
administrative expenses
|
93,322
|
84,994
|
Rent
|
3,634
|
4,066
|
Facility
operations
|
11,372
|
124,524
|
Depreciation
|
10,781
|
12,244
|
Total
|
$358,132
|
$350,352
|
|
June
30,
|
March
31,
|
|
2020
|
2020
|
Current
assets
|
$1,172,669
|
$1,155,394
|
Current
liabilities
|
3,643,563
|
4,753,343
|
Working capital
deficiency
|
$2,470,894
|
$3,597,949
|
|
Three Months
Ended June 30,
|
|
|
2020
|
2019
|
Net cash used in
operating activities
|
$(1,187,035)
|
$(471,976)
|
Net cash used in
investing activities
|
791,052
|
(297,623)
|
Net cash provided
by financing activities
|
1,399,211
|
1,496,056
|
Net change in
cash
|
$1,003,228
|
$726,457
|
Exhibit Number
|
|
Description
|
3.1*
|
|
Certificate
of Designation of Series B Preferred Stock of NaturalShrimp
Incorporated
|
31.1*
|
|
Section
302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer
|
31.2*
|
|
Section
302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Financial Officer and Principal Accounting
Officer
|
32.1**
|
|
Section
906 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer
|
32.2**
|
|
Section
906 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Financial Officer and Principal Accounting
Officer
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
|
Date: August 13,
2020
|
By:
|
/s/ Gerald Easterling
|
|
|
|
Gerald
Easterling
|
|
|
|
Chief Executive
Officer
(Principal
Executive Officer)
|
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
|
Date: August
13,
2020
|
By:
|
/s/ William Delgado
|
|
|
|
William
Delgado
|
|
|
|
Chief Financial
Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of NaturalShrimp
Incorporated;
|
|
|
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
|
|
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
|
|
|
4.
|
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:
|
|
|
(a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
(b)
|
designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
(c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
(d)
|
disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
|
|
|
5.
|
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):
|
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
|
Date: August 13,
2020
|
By:
|
/s/ Gerald Easterling
|
|
|
|
Gerald
Easterling
|
|
|
|
Chief Executive
Officer
(Principal
Executive Officer)
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of NaturalShrimp
Incorporated;
|
|
|
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
|
|
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
|
|
|
4.
|
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:
|
|
|
(a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
(b)
|
designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
(c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
(d)
|
disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
|
|
|
5.
|
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):
|
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
|
Date: August
13,
2020
|
By:
|
/s/ William Delgado
|
|
|
|
William
Delgado
|
|
|
|
Chief Financial
Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
|
Date: August 13,
2020
|
By:
|
/s/ Gerald Easterling
|
|
|
|
Gerald
Easterling
|
|
|
|
Chief Executive
Officer
(Principal
Executive Officer)
|
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
|
Date: August
13,
2020
|
By:
|
/s/ William Delgado
|
|
|
|
William
Delgado
|
|
|
|
Chief Financial
Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
|