What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-08-18 compared with 2022-02-17 · 45 added, 19 removed, 3 unchanged (96% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of the Company’s equity securities during the nine months ended December 31, 2021 that were not previously reported in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K except as follows:

On April 8, 2021, the Company converted 262 Series B into 3,144,000 shares of the Company’s common stock.

On May 24, 2021, the Company entered into an agreement with a consultant, with a three-month term, that shall automatically renew each three months unless one party terminates the agreement.

The compensation shall be $12,500 in cash per month for the first six months and $15,000 per month thereafter.

Also included in compensation are 200,000 shares of common stock, with a fair value of $99,600 based upon the market price of $0.50 upon the grant date.

The shares of common stock will vest in quarterly installments, with 50,000 to vest immediately, and 50,000 each quarter at $24,900, with $74,700 vested through December 31, 2021.

During the three months ended December 31, 2021, three consultants were issued a total of approximately 430,000 shares of common stock, with a total fair value of approximately $158,000, based on the market price of $0.36 on the grant date.

During the three months ended December 31, 2021, a number of new employees were issued a total of 175,000 shares of common stock as signing bonuses, with a total fair value of $68,300, based on the market price of $0.395 on the grant date.

On December 23, 2021, the Company converted 278 Series B into 3,336,000 shares of the Company’s common stock.

During the three months ended September 30, 2021, 1,200 shares of Series E Preferred Stock were converted into 4,114,286 shares of common stock.

During the three months ended December 31, 2021, an additional 1,200 shares of Series E Preferred Stock were converted into 4,114,286 shares of common stock.

Sales of Equity Securities and Use Of Proceeds

There were no unregistered sales

of the Company’s equity securities during the three months ended June 30, 2022 that were not previously reported in an Annual

Report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K except as follows:

During the three months ended

June 30, 2022, 700 shares of Series E Preferred Stock were converted into 4,537,240 shares of common stock.

A shareholder of NaturalShrimp

Holdings, Inc.

(“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the Northern District of Texas,

Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of the Company for shares Mr.

Shover owns in NSH.

On November 15, 2021, a hearing was held before the US District Court for the Northern District of Texas, Dallas

Division at which time Mr.

Shover and the Company presented arguments as to why the Court should approve a joint motion for settlement.

After considering the argument of counsel and taking questions from those NSH Shareholders who were present through video conferencing

link, the Court approved the motion of the parties to allow Mr.

Shover and all like and similarly situated NSH Shareholders to exchange

each share of NSH held by a NSH Shareholder for a share of the Company.

A final Order was signed on December 6, 2021 and the case was

closed by an Order of the Court of the same date.

As of March 31, 2022, 28,494,706 of the shares presented in Stock Payable have been

issued, with the fair value of $9,415,950 reclassified out of Stock Payable.

In April of 2022, an additional 60,841,649 of shares of

common stock were issued out of the Stock Payable.

All of the shares issued pursuant to the final Order have been issued in reliance

on the exemption under Section 3(a)(10) of the Securities Act.

As of June 22, 2022, 250,000

common shares were issued in relation to a trial distribution agreement, which after the result of the trial period, both parties may

negotiate and execute a long term distribution agreement.

The shares will be paid by the Company withholding sufficient profits from

the sale by the other party of the live shrimp.

Unless otherwise specified,

the above securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

The issuance of the shares to the consultant qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering.

The offering was not a “public offering” as defined in 4(a)(2) due to the insubstantial number of persons involved in the transactions, manner of the issuance and number of securities issued.

We did not undertake an offering in which we sold a high number of securities to a high number of investors.

In addition, the investor had the necessary investment intent as required by Section 4(a)(2) since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Act.

This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering”.

Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

DEFAULTS UPON SENIOR SECURITIES

The issuance of the shares

to the consultant qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering.

was not a “public offering” as defined in 4(a)(2) due to the insubstantial number of persons involved in the transactions,

manner of the issuance and number of securities issued.

We did not undertake an offering in which we sold a high number of securities

to a high number of investors.

In addition, the investor had the necessary investment intent as required by Section 4(a)(2) since they

agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Act.

restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public

Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2)

of the Securities Act.

Defaults upon

Senior Securities

Mine Safety Disclosures

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities