What changed in this filing

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Item 1. Financial Statements

2023-02-16 compared with 2022-11-14 · 534 added, 343 removed, 618 unchanged (59% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

September 30, 2022

December 31, 2022

March 31, 2022

( unaudited )

Current assets

2 unchanged sentences

Prepaid expenses

Deferred offering costs

Total current assets

12 unchanged sentences

Short-term Promissory Note and Lines of credit

Restructured August note payable

Notes payable - related parties

4 unchanged sentences

Convertible debenture, less unamortized debt discount of $ 9,680,000

Restructured Senior note payable

Note payable, less current maturities

2 unchanged sentences

Commitments and contingencies (Note 10)

Series E Redeemable Convertible Preferred stock, $ 0.0001 par value, 20,000 shares authorized, 1,670 and 2,840 shares issued and outstanding at September 30, 2022 and March 31, 2021, respectively

Series F Redeemable Convertible Preferred stock, $ 0.0001 par value, 750,000 shares authorized, 750,000 and 0 shares issued and outstanding at September 30, 2022 and March 31, 2021, respectively

Series E Redeemable Convertible Preferred stock, $ 0.0001 par value, 20,000 shares authorized, 1,670 and 2,840 shares issued and outstanding at December 31, 2022 and March 31, 2021, respectively

Series F Redeemable Convertible Preferred stock, $ 0.0001 par value, 750,000 shares authorized, 750,000 and 0 shares issued and outstanding at December 31, 2022 and March 31, 2021, respectively

Stockholders’ deficit

Series A Convertible Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized , 5,000,000 shares issued and outstanding at September 30, 2022 and March 31, 2021

Common stock, $ 0.0001 par value, 900,000,000 shares authorized, 751,385,454 shares issued and 751,322,954 shares outstanding at September 30, 2022 and 674,831,624 shares issued and 674,644,124 shares outstanding at March 31, 2022, respectively

Series A Convertible Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2022 and March 31, 2021

Common stock, $ 0.0001 par value, 900,000,000 shares authorized, 768,561,129 shares issued and 751,322,954 shares outstanding at December 31, 2022 and 674,831,624 shares issued and 674,644,124 shares outstanding at March 31, 2022, respectively

Additional paid in capital

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Total liabilities, mezzanine and stockholders’ deficit

The accompanying footnotes are in integral part of these condensed consolidated

financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

NATURALSHRIMP

INCORPORATED and subsidiaries

Consolidated STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

September 30, 2022

September 30, 2021

September 30, 2022

September 30, 2021

the Three Months Ended

the Nine Months Ended

Operating expenses:

General and administrative

Salaries and Wages

Stock Compensation

Professional services

General and administrative

Research and development

Facility operations

Total operating expenses

operating expenses

Net loss from operations

6 unchanged sentences

( 1,674,994 )

Interest expense - related parties

Interest expense - related

Amortization of debt discount

( 5,019,883 )

( 4,176,389 )

Financing costs

Change in fair value of derivative liability

( 1,393,000 )

( 1,502,953 )

Change in fair value of warrant liability

Change in fair value of

derivative liability

Change in fair value of

warrant liability

Change in fair value of

restructured notes

( 1,594,515 )

Forgiveness of PPP loan

Loss due to fire

Total other income (expense)

Gain on Vero Blue note

Gain on extinguishment

Legal Settlement

( 29,400,000 )

Loss before income taxes

Loss due to fire

other income (expense)

( 30,850,991 )

1 unchanged sentence

( 31,241,307 )

Income (loss) before income taxes

( 33,366,545 )

Provision for income taxes

( 11,552,820 )

( 38,778,923 )

Provision for income taxes

Net income (loss)

( 33,366,545 )

( 11,552,820 )

Amortization of beneficial conversion feature on Preferred shares

( 38,778,923 )

Amortization of beneficial conversion feature

on Preferred shares

Accretion on Preferred shares

Redemption and exchange of Series D Preferred shares

Redemption and exchange of Series D Preferred

( 5,792,947 )

Net loss available for common stockholders

Net income (loss) available

for common stockholders

$ ( 33,366,545 )

1 unchanged sentence

$ ( 45,389,246 )

EARNINGS PER SHARE (Basic)

EARNINGS PER SHARE (Diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic)

WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted)

1,629,304,739

EARNINGS PER SHARE (Basic and diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and diluted)

The accompanying footnotes are in integral part of these condensed consolidated

financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

NATURALSHRIMP

INCORPORATED and subsidiaries

Consolidated STATEMENT of CHANGES IN SHAREHOLDERS’ DEFICIT

Preferred stock

A Preferred stock

B Preferred stock

6 unchanged sentences

( 19,317,598 )

of Series E PS to common stock

of Series E Preferred Shares to common stock

beneficial conversion feature related to the Series E Preferred Shares, fully amortized

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stock issued for legal settlement to NSH shareholders

of Series E Preferred Shares to common stock

of Series E Preferred Shares to

of 10 % in Series E Preferred Shares to one holder based on certain rights

11 unchanged sentences

$ ( 59,183,191 )

of common shares under financing agreement

of beneficial conversion feature related to Series E Preferred Shares

of Series E Preferred Shares

payable on Preferred Shares

stock vested to consultants

December 31, 2022

$ 119,464,471

$ ( 163,037,985 )

$ ( 42,889,603 )

March 31, 2021

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of Series D PS to common stock

of Series D PS to Series E PS

of Series D Preferred Shares to Series E Preferred Shares

( 3,258,189 )

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$ ( 62,856,334 )

Conversion of Series E PS to common stock

Amortization of beneficial conversion feature related to Series E Preferred

of Series E PS to common stock

of beneficial conversion feature related to Series E Preferred Shares

( 1,341,948 )

Revision of dividends payable on Series B Preferred Shares (See Note 2)

Dividends payable on Preferred Shares

Common shares to be issued for Technical and Equipment Rights Agreement

Common stock vested to consultants

of dividends payable on Series B Preferred Shares (See Note 2)

payable on Preferred Shares

shares to be issued for Technical and Equipment Rights Agreement

stock vested to consultants

( 2,849,635 )

Balance September 30, 2021

September 30, 2021

$ ( 67,408,142 )

The accompanying footnotes are in integral part of

these condensed consolidated financial statements.

of Series B Preferred Shares to common stock

of Series E Preferred Shares to common stock

of beneficial conversion feature related to Series E Preferred Shares

conversion feature related to the Series E Preferred Shares

of Series E Preferred Shares

payable on Preferred Shares

shares issued for Technical and Equipment Rights Agreement

( 11,762,376 )

stock vested to consultants

stock issued to consultants

stock vested to employees

Reclassification

of warrants to liability

( 2,935,000 )

stock to be issued for legal settlement to NSH shareholders

( 33,366,545 )

income (loss)

( 33,366,545 )

December 31, 2021

$ ( 101,798,974 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

NATURALSHRIMP

INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

September 30, 2022

September 30, 2021

Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

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( 3,031,000 )

Change in fair value of promissory notes

Financing costs

Gain on extinguishment of debt

( 1,883,089 )

Loss due to fire

Forgiveness of PPP loan

Gain on Vero Blue note settlement

Legal settlement

Shares issued for services

2 unchanged sentences

Prepaid expenses and other current assets

Deferred offering costs

Accounts payable

( 5,637,796 )

Other accrued expenses

2 unchanged sentences

Accrued interest - related parties

Cash used in operating activitites

Cash used in operating activities

( 3,884,764 )

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for machinery and equipment

Cash paid for fixed assets

( 2,430,186 )

( 2,116,124 )

Cash received for fire damage to fixed assets

Cash paid for patent acquisition with F & T

5 unchanged sentences

Cash paid for construction in process

investing activities

( 1,730,186 )

CASH USED IN INVESTING ACTIVITIES

( 7,899,513 )

4 unchanged sentences

Repayment of short-term promissory note and lines of credit

Borrowing on Notes payable related party

Notes receivable

Lines of credit

Proceeds from issuance of common shares under equity agreeement

Proceeds from issuance of common shares under equity agreement

Proceeds from sale of stock

Proceeds from promissory note

Proceeds from promissory note, related parties

Proceeds from convertible debentures

Proceeds from convertible debentures, receipt from escrow

Escrow account in relation to the proceeds from promissory notes

( 3,900,000 )

Payments on convertible debentures

Proceeds from sale of Series E PS

Proceeds from sale of Series D PS

Redemption of Series D PS

Payments on notes payable

( 4,500,000 )

Proceeds from sale of Series E Preferred Shares

Redemption of Series D Preferred Shares

( 3,513,504 )

Shares issued upon exercise of warrants

Cash provided by financing activitites

Cash provided by financing activities

NET CHANGE IN CASH

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INTEREST PAID

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Supplemental Disclosure of Non-Cash Investing and Financing

Construction in process transferred to fixed assets

2 unchanged sentences

Cancellation of Right of Use asset and Lease liability

Shares issued as consideration for Rights Agreement

Shares issued as consideration for Patent acquisition

Shares issued as consideration for acquisition of remaining NCI

The accompanying footnotes are in integral part of

these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

NATURALSHRIMP

INCORPORATED AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2022

THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2022

1 – NATURE OF THE ORGANIZATION AND BUSINESS

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the realization of assets and satisfaction of liabilities in the normal course of business.

For the six months ended September 30, 2022,

For the nine months ended December 31, 2022,

the Company had a net loss from operations of approximately $ 8,609,000 .

At September 30, 2022, the Company had an accumulated deficit

of approximately $ 177,927,000 and a working capital deficit of approximately $ 38,334,000 .

These factors raise substantial doubt about

the Company’s ability to continue as a going concern, within one year from the issuance date of this filing.

The Company’s

ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet

short and long-term operating requirements.

During the six months ended September 30, 2022, the Company received the $ 1,500,000 remaining

escrow amount related to the proceeds from the issuance of a convertible debenture in December 2021, as well as $ 1,100,000 from the from

the issuance of a convertible debenture in August 2022, with $ 3,900,000 put into escrow to be held until certain terms are met for a

promissory note (see Note 5) and $ 250,000 in a loan agreement with related parties.

Subsequent to the period end , the Company entered

into a Purchase Agreement with GHS Investments LLC (“GHS”) under which the Company may require GHS to purchase a maximum

of up to 64,000,000 shares of the Company’s common stock (“GHS Purchase Shares”) based on a total aggregate purchase

price of up to $ 5,000,000 over a one-year term that ends on November 4, 2023 (see Note 11).

On November 8, 2022, the Company received

a $ 500,000 , for the sale of 4,972,156 shares of common stock .

Management believes that private placements of equity capital will

be needed to fund the Company’s long-term operating requirements.

The Company may also encounter business endeavors that require

significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash.

If the Company

raises additional funds through the issuance of equity, the percentage ownership of its current shareholders could be reduced, and such

securities might have rights, preferences or privileges senior to our common stock.

Additional financing may not be available upon acceptable

terms, or at all.

If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage

of prospective business endeavors or opportunities, which could significantly and materially restrict our operations.

The Company continues

to pursue external financing alternatives to improve its working capital position.

If the Company is unable to obtain the necessary capital,

the Company may be unable to develop its facilities and enter in production.

At December 31, 2022, the Company had an accumulated deficit of approximately $ 163,038,000

and a working capital deficit of approximately

$ 8,191,000 .

These factors raise substantial doubt about the Company’s ability to continue as a going concern, within one year from the issuance

date of this filing.

The Company’s ability to continue as a going concern is dependent on its ability to raise the required additional

capital or debt financing to meet short and long-term operating requirements.

During the nine months ended December 31, 2022, the Company

received the $ 1,500,000

remaining escrow amount related to the proceeds from the issuance

of a convertible debenture in December 2021, as well as $ 1,465,000

from the issuance of a convertible debenture

in August 2022, per the restructuring agreement and $ 250,000

in a loan agreement with related parties.

Additionally,

the Company entered into a Purchase Agreement with GHS Investments LLC (“GHS”) under which the Company may require GHS to

purchase a maximum of up to 64,000,000

shares of the Company’s common stock (“GHS

Purchase Shares”) based on a total aggregate purchase price of up to $ 5,000,000

over a one-year term that ends on November 4, 2023

(see Note 11).

During the three months ended December 31, 2022, the Company received a net amount of approximately $ 1,380,000 ,

for the sale of 17,175,675

shares of common stock.

Subsequent to the period

end, the Company has received another $ 878,365

from GHS for the sale of 14,880,460

of common stock.

Management believes that private placements of equity capital will be needed to fund the Company’s long-term operating

requirements.

The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or

expenses that could result in a requirement for additional cash.

If the Company raises additional funds through the issuance of equity,

the percentage ownership of its current shareholders could be reduced, and such securities might have rights, preferences or privileges

senior to our common stock.

Additional financing may not be available upon acceptable terms, or at all.

If adequate funds are not available

or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities,

which could significantly and materially restrict our operations.

The Company continues to pursue external financing alternatives to

improve its working capital position.

If the Company is unable to obtain the necessary capital, the Company may be unable to develop

its facilities and enter in production.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited financial information as of and for the three and six months ended September 30, 2022 and 2021 has been prepared

accompanying unaudited financial information as of and for the three and nine months ended December 31, 2022 and 2021 has been prepared

in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of

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for such periods.

Operating results for the six months ended September 30, 2022 are not necessarily indicative of the results that may

Operating results for the nine months ended December 31, 2022 are not necessarily indicative of the results that may

be expected for the entire year or for any other subsequent interim period.

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in accordance with ASC 260 – 10 “ Earnings per Share ”, which establishes the requirements for presenting EPS.

EPS is based on the weighted average number of shares of common stock outstanding.

Diluted EPS is based on the weighted average number

of shares of common stock outstanding and dilutive common stock equivalents.

Basic EPS is computed by dividing net income or loss available

to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period.

For the six months ended September 30, 2022, the Company had 5,000,000 shares of Series A Convertible Preferred Stock which would be

converted at the holder’s option into approximately 751,323,000 underlying common shares, 1,500 shares of Series E Redeemable Convertible

Preferred shares whose approximately 5,143,000 underlying shares are convertible at the investors’ option at a fixed conversion

price of $ 0.35 , and 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 2,656,000 underlying shares are

convertible at the investors’ option at conversion price of 90 % of the average of the two lowest market prices over the last 10

days, 750,000 shares of Series F Preferred Stock which would be converted at the holders’ option into approximately 180,333,000

underlying common shares, approximately $ 18,768,000 in a convertible debenture whose approximately 259,759,000 underlying shares are

convertible at the holders’ option at conversion price of 90 % of the average of the two lowest market prices over the last 10 days

and 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive.

For the six months ended September 30, 2021, the Company had Redeemable Convertible Preferred stock with approximately 9,842,000 underlying

common shares, and 10,000,000 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be

anti-dilutive.

Basic EPS is based on the weighted average number of shares of common stock outstanding.

Diluted EPS is based on the weighted average

number of shares of common stock outstanding and dilutive common stock equivalents.

Basic EPS is computed by dividing net income or loss

available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during

For the three months ended December 31, 2022, the Company had 5,000,000

shares of Series A Convertible Preferred Stock

which would be converted at the holder’s option into approximately 751,385,000

underlying common shares, 170

shares of Series E Redeemable Convertible Preferred

shares whose approximately 2,775,000

underlying shares are convertible at the investors’

option at conversion price of 90 %

of the average of the two lowest market prices over the last 10 days, 750,000

shares of Series F Preferred Stock which would

be converted at the holders’ option into approximately 180,333,000

underlying common shares, whose shares were included

in the calculation of diluted EPS.

For the three months ended December 31, 2022, the Company had 1,500

shares of Series E Redeemable Convertible Preferred

shares whose approximately 5,143,000

underlying shares are convertible at the investors’

option at a fixed conversion price of $ 0.35 ,

and 18,573,116 warrants

outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive as their conversion and

exercise prices were greater than the market price of the Company’s common shares.

For the nine months ended December 31, 2022,

the Company had 5,000,000

shares of Series A Convertible Preferred Stock

which would be converted at the holder’s option into approximately 768,561,000

underlying common shares, 1,500

shares of Series E Redeemable Convertible Preferred

shares whose approximately 5,143,000

underlying shares are convertible at the investors’

option at a fixed conversion price of $ 0.35 ,

shares of Series E Redeemable Convertible Preferred

shares whose approximately 2,775,000

underlying shares are convertible at the investors’

option at conversion price of 90 %

of the average of the two lowest market prices over the last 10 days, 750,000

shares of Series F Preferred Stock which would

be converted at the holders’ option into approximately 184,387,000

underlying common shares, and 18,573,116

warrants outstanding which were not included

in the calculation of diluted EPS as their effect would be anti-dilutive.

For the three and nine months ended December 31, 2021, the

Company had Redeemable Convertible Preferred stock with approximately 9,842,000

underlying common shares, $ 18,768,000

in a convertible debenture whose approximately

underlying shares are convertible at the holders’

option at conversion price of 90 %

of the average of the two lowest market prices over the last 10 days and 18,506,429

warrants outstanding which were not included

in the calculation of diluted EPS as their effect would be anti-dilutive.

Value Measurements

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along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

Company did not have any Level 1 or Level 2 assets and liabilities at September 30, 2022 and March 31, 2022.

Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 and March 31, 2022.

derivative and warrant liabilities are Level 3 fair value measurements.

following is a summary of activity of Level 3 derivatives during the six months ended September 30, 2022 and the year ended March 31,

DERIVATIVE AND WARRANT AT FAIR VALUE

September 30, 2022

following is a summary of activity of Level 3 derivatives during the nine months ended December 31, 2022 and the year ended March 31,

OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE

December 31, 2022

March 31, 2022

Derivative liability balance at beginning of period

Reclass to equity upon conversion or redemption

Included in gain on extinguishment of note

( 12,290,000 )

Additions to derivatives

1 unchanged sentence

Balance at end of period

September 30, 2022, the fair value of the derivative liabilities of convertible notes was estimated by the use of a Binomial model using

the following inputs:

the price of the Company’s common stock of $ 0.15 ;

the conversion price of $ 0.0657 ;

a risk-free interest rate

of 4.05 % and expected volatility of the Company’s common stock of 104,46 %.

derivative liability does not exist as of December 31, 2022, as the convertible note removed the conversion feature upon its restructuring

and there is no longer an embedded derivative to be bifurcated (Note 6).

March 31, 2022, the fair value of the derivative liabilities of convertible notes was estimated using the following inputs:

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of the Company’s common stock of 109.47 %.

September 30, 2022

OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE

December 31, 2022

March 31, 2022

6 unchanged sentences

Balance at end of period

September 30, 2022, the fair value of the warrant liability was estimated using the following inputs:

December 31, 2022, the fair value of the warrant liability was estimated using the following inputs:

the price of the Company’s

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common stock ranging from 185.9 % to 205.9 % and the remaining terms of each warrant issuance.

OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE

December 31, 2022

March 31, 2022

Promissory Notes fair value at beginning of period

Fair value of Promissory Note upon Restructuring Agreement

Change in fair value

( 1,594,515 )

Promissory Note fair value at end of period

November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two

of their outstanding debentures (Note 6 and Note 7), which were accounted for as debt extinguishment, the Company elected to recognize

the new debt under ASC 825 fair value option .

Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under

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with a maturity of three months or less to be cash equivalents.

There were no cash equivalents at September 30, 2022 and March 31, 2022.

There were no cash equivalents at December 31, 2022 and March 31, 2022.

Concentration

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Corporation (FDIC) up to $ 250,000 .

As of September 30, 2022 and

March 31, 2022, the Company’s cash balance exceeded FDIC coverage.

The Company has not experienced any losses in such accounts

and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.

As of December 31, 2022, the Company’s cash balance

did not exceed FDIC coverage.

As of March 31, 2022, the Company’s cash balance exceeded FDIC

The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the

financial institutions and has determined the credit exposure to be negligible.

is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related

Estimated useful lives are as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES

and Equipment

OF ESTIMATED USEFUL LIVES

Machinery and Equipment

Furniture and Fixtures

and repairs are charged to expense as incurred.

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straight-line basis over the expected term of the agreements of ten years.

For the three and six months ended September 30, 2022, the

For the three and nine months ended December 31, 2022, the

amortization of the patents was $ 97,500 and $ 292,500 and the license rights was $ 270,000 and $ 810,000 .

expense for the patents was $ 97,500 and $ 146,500 for the three and six months ended September 30, 2021.

expense for the patents was $ 97,500 and $ 244,000 for the three and nine months ended December 31, 2021.

The accumulated amortization

of the patents was $ 536,000 and $ 341,500 as of September 30, 2022 and March 31, 2022, respectively.

The accumulated amortization of the

license rights was $ 1,080,000 and $ 540.000 as of September 30, 2022 and March 31, 2022, respectively.

of the patents was $ 633,500,000 and $ 341,500 as of December 31, 2022 and March 31, 2022, respectively.

The accumulated amortization of

the license rights was $ 1,350,000 and $ 540,000 as of December 31, 2022 and March 31, 2022, respectively.

Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances

warrant a revision to the remaining period of amortization.

As of September 30, 2022, the Company believes the carrying value of the

intangible assets are still recoverable, and there is no impairment to be recognized.

As of December 31, 2022, the Company believes the carrying value of the intangible

assets are still recoverable, and there is no impairment to be recognized.

of Long-lived Assets

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would be disclosed.

Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers,

and as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that

reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company will sell

primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors.

determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company

performs the following five steps:

(1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent

by the Company, which includes a required line of credit approval process, (2) identify the performance obligations in the contract,

which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price, which

initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and

allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the

shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the

Company satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or

delivery of the products.

Issued Accounting Standards

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470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and

Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments

with characteristics of liabilities and equity.

This ASU (1) simplifies the accounting for convertible debt instruments and convertible

preferred stock by removing the existing guidance in ASC 470-20, Debt:

Debt with Conversion and Other Options, that requires entities

to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred

(2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features

that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required

for equity classification;

and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted EPS

for convertible instruments by using the if-converted method.

In addition, entities must presume share settlement for purposes of calculating

diluted EPS when an instrument may be settled in cash or shares.

For SEC filers, excluding smaller reporting companies, ASU 2020-06 is

effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years.

Early adoption is permitted,

but no earlier than fiscal years beginning after December 15, 2020.

For all other entities, ASU 2020-06 is effective for fiscal years

beginning after December 15, 2023, including interim periods within those fiscal years.

Entities should adopt the guidance as of the

beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period.

The Company is currently evaluating

the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

of September 30, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board.

Accounting for Convertible Instruments

and Contracts in an Entity’s Own Equity ” (“ASU 2020-06”), which simplifies the accounting for certain financial

instruments with characteristics of liabilities and equity.

This ASU (1) simplifies the accounting for convertible debt instruments and

convertible preferred stock by removing the existing guidance in ASC 470-20, Debt:

Debt with Conversion and Other Options, that requires

entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt

or preferred stock;

(2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and

embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain

criteria required for equity classification;

and (3) revises the guidance in ASC 260, “ Earnings Per Share ”, to require

entities to calculate diluted EPS for convertible instruments by using the if-converted method.

In addition, entities must presume share

settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.

For SEC filers, excluding smaller

reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those

fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

For all other entities,

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period.

The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

of December 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board.

Each of these

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Evaluation of Subsequent Events

Company evaluates events that have occurred after the balance sheet date of September 30, 2022, through the date which the unaudited

condensed consolidated financial statements were issued.

Based upon the review, other than described in Note 11 – Subsequent Events,

the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in

the unaudited condensed consolidated financial statements.

Company evaluates events that have occurred after the balance sheet date of December 31, 2022, through the date which the unaudited condensed

consolidated financial statements were issued.

Based upon the review, other than described in Note 11 – Subsequent Events, the

Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the

unaudited condensed consolidated financial statements.

3 – FIXED ASSETS

summary of the fixed assets as of September 30, 2022 and March 31, 2022 is as follows:

SCHEDULE OF FIXED ASSETS

summary of the fixed assets as of December 31, 2022 and March 31, 2022 is as follows:

OF FIXED ASSETS

Machinery and equipment

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unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 416,000 and $ 218,000 , and $ 1,350,000

and $ 759,000 for the three and six months ended September 30, 2022 and 2021, respectively.

and $ 830,000 for the three and nine months ended December 31, 2022 and 2021, respectively.

July 3, 2022, the Company’s building containing its water treatment and purification system in La Coste, Texas (the “Water

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The line of credit bears an interest rate of prime plus

25.9 basis points , which totaled 31.625 % as of September 30, 2022.

25.9 basis points , which totaled 33.17 % as of December 31, 2022.

The line of credit is unsecured.

The balance of the line of credit

was $ 9,580 at both September 30, 2022 and March 31, 2022.

The balance of the line of credit was

$ 9,580 at both December 31, 2022 and March 31, 2022.

Company also has a working capital line of credit with Chase Bank for $ 25,000 .

The line of credit bears an interest rate of prime plus

10 basis points, which totaled 15.725 % as of September 30, 2022.

10 basis points , which totaled 17.27 % as of December 31, 2022.

The line of credit is secured by assets of the Company’s subsidiaries.

The balance of the line of credit is $ 10,237 at September 30, 2022 and March 31, 2022.

The balance of the line of credit is $ 10,237 at December 31, 2022 and March 31, 2022.

5 – PROMISSORY NOTE

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or thirty-three percent of the gross proceeds of the equity sale .

conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 10), on November 4,

2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”),

through which the August Note was amended and restated in its entirety.

The Restructuring Agreement included key modifications, in which

i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the

then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination

of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of

an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions

(“Trigger Events”).

The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December

31, 202 2, in the amount of approximately $ 35,000 .

Restructured August Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment

The changes in terms were considered an extinguishment as the present value of the cash flows under the terms of the new

debt instrument was evaluated to be a substantial change, as over 10 % difference from the present value of the remaining cash flows under

the terms of the original instrument.

As such, with the removal of the original note and its debt discount and accrued interest as compared

to the restructured note with a fair value of approximately $ 1,933,000 , there was a loss in extinguishment of approximately $ 157,000 .

As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the August Note will be

accounted for at fair value until they are settled.

In accordance with ASC 815- 15-25-1(b) a hybrid instrument that is measured at fair

value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated

for embedded derivatives.

Therefore, the provisions in the August Note were not evaluated as to if they fell under the guidance of embedded

derivatives and were required to be bifurcated.

The August Note was revalued as of December 31, 2022 at approximately $ 2,219,000 , with

a change in fair value of approximately $ 286,000 recognized in the Statement of Operations.

6 – CONVERTIBLE DEBENTURES

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with no additional fee included.

The Company will make a one-time payment to the December 2021 Investor equal to 15%

of the gross proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the

sale of shares of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount.

In the event the Company

does not make this payment, the then-current outstanding balance will be increased by 10%.

In addition, the Company has 30 days in which

to secure the December 2021 Note and grant the December 2021 Investor a first position security interest in the real property in Texas

and Iowa, and if it is not effectuated within the 30 days the outstanding balance will be increased by 15%.

The Company is required to

reserve 65,000,000 shares of common stock from its authorized and unissued common stock and to add 100,000,000 shares of common stock

to the Share Reserve on or before March 10, 2022.

The Company will make a one-time payment to the December 2021 Investor equal to 15% of the gross proceeds

the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares of its

Common Stock and / or preferred stock) within ten (10) days of receiving such amount.

In the event the Company does not make this payment,

the then-current outstanding balance will be increased by 10%.

In addition, the Company has 30 days in which to secure the December 2021

Note and grant the December 2021 Investor a first position security interest in the real property in Texas and Iowa, and if it is not

effectuated within the 30 days the outstanding balance will be increased by 15%.

The Company is required to reserve 65,000,000 shares

of common stock from its authorized and unissued common stock and to add 100,000,000 shares of common stock to the Share Reserve on or

before March 10, 2022.

December 2021 Note also contains certain negative covenants and Events of Default, which in addition to common events of default, include

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from 5% to 15%, depending upon the specific Event of Default .

As of September 30, 2022, the Company is in full compliance with the covenants

As of December 31, 2022, the Company is in full compliance with the covenants

and Events of Default.

conversion feature meets the definition of a derivative and therefore requires bifurcation and was accounted for as a derivative liability.

As of September 30, 2022 the fair value of the derivative is $ 30,028,000 , with a change in fair value of $ 16,927,000 recognized in the

six months ended September 30, 2022.

As of December 31, 2022 the fair value of the derivative is $ 30,028,000 , with a change in fair value of $ 16,927,000 recognized in the

nine months ended December 31, 2022.

November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “Senior

Note”) with the December 2021 Investor through which the December 2021 Note was amended and restated in its entirety.

These amendments

were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 10), The

main modification of the terms of the Senior Note was that the conversion feature was eliminated.

Second, a Mandatory Payment was added

whereby within 3 trading days of the closing upon the Merger an amount equal to the lesser of (A) one-third of the amount retained in

the Trust Account at the Effective Time or (B) $ 10,000,000 , in order to repay a portion of the outstanding balance of the Convertible

after which the remaining balance of the Convertible Note is to be repaid in equal monthly installments over a 12-month period

beginning on a date after the Closing Date or the termination of such agreement.

Additionally, if the Closing Date is after December

31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by

2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the

Board of Directors of the Company.

Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified

from December 15, 2023 to December 4, 2023, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon

the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related

transactions (“Trigger Events”).

As of December 31, 2022, the Merger has not yet closed, and therefore the 2% of the outstanding

balance was increased as of December 31, 2022 , in the amount of approximately $ 1,309,000 .

Restructured Senior Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment

The changes in terms were considered an extinguishment as the conversion feature has been eliminated and therefore the modified

August Note is determined to be fundamentally different from the original convertible note.

As such, with the removal of the original

note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $ 18,914,000 ,

there was a gain in extinguishment of approximately $ 2,540,000 .

As a result of the extinguishment and at the Company’s election

of the fair value option under ASC 825, the Senior Note will be accounted for at fair value until it is settled.

In accordance with ASC

815- 15-25-1(b) a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value

reported in earnings as they occur should not be evaluated for embedded derivatives.

Therefore, the provisions in the Senior Note were

not evaluated as to if they fell under the guidance of embedded derivatives and were required to be bifurcated.

The Senior Note was revalued

as of December 31, 2022 at approximately $ 20,223,000 , with a change in fair value of approximately $ 1,309,000 recognized in the Statement

of Operations.

7 – STOCKHOLDERS’ EQUITY

of September 30, 2022 and March 31, 2022, the Company had 200,000,000 shares of preferred stock authorized with a par value of $ 0.0001 .

of December 31, 2022 and March 31, 2022, the Company had 200,000,000 shares of preferred stock authorized with a par value of $ 0.0001 .

Of this amount, 5,000,000 shares of Series A preferred stock are authorized and outstanding, 5,000 shares Series B preferred stock are

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into shares of common stock.

the six months ended September 30, 2022, 1,300 shares of Series E Preferred Stock were converted into 14,458,127 shares of common stock.

the three and six months ended September 30, 2022, the amortization of the beneficial conversion feature of the Series E preferred stock

was $ 42,500 and $ 85,000 .

The Company is accreting the carrying value, of the Series E Preferred Stock in temporary equity up to the redemption

value over the period until its redemption.

For the three and six months ended September 30, 2022, $ 278,500 and $ 557,000 was accreted,

and approximately $ 916,000 to date as of September 30, 2022.

the nine months ended December 31, 2022, 1,300 shares of Series E Preferred Stock were converted into 14,458,127 shares of common stock.

the three and nine months ended December 31, 2022, the amortization of the beneficial conversion feature of the Series E preferred stock

was approximately $ 28,000 and $ 113,000 , and the Series E beneficial conversion feature was fully amortized.

The Company is accreting

the carrying value, of the Series E Preferred Stock in temporary equity up to the redemption value over the period until its redemption.

For the three and nine months ended December 31, 2022, approximately $ 198,000 and $ 755,000 was accreted, and $ 1,114,000 was fully amortized

to date as of December 31, 2022.

November 5, 2022, the Company entered a restructuring agreement with GHS, whereby the Series E Preferred Stock and the warrants outstanding

( 13,739,000 warrants of the warrants discussed below) as of the Closing date shall have their terms adjusted.

The outstanding warrants

shall be a) cancelled in exchange for a cash payment equal to the fair value of the warrants based on the Black Scholes model, with the

exercise price to be adjusted to equal 80 % of the average volume weighted average price of the Company common stock during the five trading

day period immediately prior to the Closing Date (the “Adjusted Exercise Price”);

or (b) as of the Effective Time, canceled

and treated as if exercised for that number of shares of the Company’s common stock calculated using the Black Scholes model fair

value, the number of Warrant Shares on the Closing Date and the Adjusted Exercise Price, with the shares of the Company’s common

stock that would have been due to Holder as a result of such exercise of the Warrant treated as if issued to Holder and then converted

into the right to receive (i) the Closing Per Share Merger Consideration (as defined in the Merger Agreement) plus (ii) the Additional

Per Share Merger Consideration (as defined in the Merger Agreement), if any, at the time and subject to the contingencies set forth in

the Merger Agreement.

For the Series E Preferred Stock that shall be outstanding immediately prior to the Effective Time, they shall

be canceled and treated as if converted into that number of shares of the Company’s common stock equal to (i) the stated value

of $1,200 per share plus any unpaid dividends, multiplied by 1.25, divided by (ii) 80% of the average volume weighted average price of

the Company’s common stock during the five trading day period immediately prior to the Closing Date.

The shares of the Company’s

common stock that would have been due to the holder as a result of the conversion of such shares of Series E Convertible Preferred Stock

shall be treated as issued to holder and converted, as of the Effective Time, into the right to receive (y) the Closing Per Share Merger

Consideration plus (z) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth

in the Merger Agreement.

Purchase Agreement

November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS Investments LLC (“GHS”),

an accredited investor, pursuant to which, the Company may require GHS to purchase a maximum of up to 64,000,000 shares of the Company’s

common stock (“GHS Purchase Shares”) based on a total aggregate purchase price of up to $ 5,000,000 over a one-year term that

ends on November 4, 2023.

Notwithstanding the foregoing dollar limitations, the Company and GHS

may, from time to time, mutually agree in writing to waive the aforementioned limitations for a relevant Purchase Notice, which waiver,

shall not exceed the 4.99 % beneficial ownership limitation contained in the GHS Purchase Agreement.

The Company is to control

the timing and amount of any sales of GHS Purchase Shares to GHS.

The Company intends to use the net proceeds from this offering for

working capital and general corporate purposes.

“Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during

the 10 consecutive business days immediately preceding, but not including, the applicable purchase date.

The Company shall deliver a

number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per

share for such GHS Purchase.

there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver

to GHS any Purchase Notice.

pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the

transactions whereby Yotta Merger Sub, Inc.

will merge with and into the Company, with the Company as the surviving company (the “Merger”);

and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries

of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent

Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100%

of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent

Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing.

the three months ended December 31, 2022, the Company sold 17,175,675 shares of common stock at a net amount of approximately $ 1,378,000 ,

at share prices ranging from $ 0.08 to $ 0.10 .

There were 11,306.351 additional shares of common stock sold after the period end (see Note

Shares Issued to Consultant

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issued upon the approval of a patent.

April 14, 2021, 500,000 shares of common stock were issued to a consultant per an agreement entered into on January 20, 2021 for

advisory services for a two-year period.

The shares had a fair value of $ 195,000 , based on the market price of $ 0.39 on the grant

A total of 62,500 common shares shall vest each quarter through October 1, 2022, at $ 24,275 , with approximately $ 171,000

vested through September 30, 2022.

April 14, 2021, 500,000 shares of common stock were issued to a consultant per an agreement entered into on January 20, 2021 for advisory

services for a two-year period.

The shares had a fair value of $ 195,000 , based on the market price of $ 0.39 on the grant date.

of 62,500 common shares shall vest each quarter through October 1, 2022, at $ 24,275 , with the it fully vested through December 31, 2022.

Stock Issued in Relation to Business Agreement

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.

of June 22, 2022, 250,000

common shares were issued in relation to a trial distribution agreement entered into with a consultant who was to introduce the

Company to customers.

Additionally, the consultant was also to assist the Company in the set-up of ancillary materials used or

useful in the delivery of live shrimp, including installation of necessary equipment and facilities, logistical support, training of

staff and packaging necessary for shipment of live shrimp.

After the result of the trial period, the parties could have, but decided

not to, negotiate and execute a long-term distribution agreement.

The shares will be paid for by the Company withholding sufficient

profits from the sale of the live shrimp to the customers introduced by the consultant.

Company has not granted any options since inception.

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terms of the existing convertible debt.

18,573,116 warrants outstanding as of September 30, 2022, were revalued as of period end for a fair value of $ 2,047,000 , with a decrease

18,573,116 warrants outstanding as of December 31, 2022, were revalued as of period end for a fair value of $ 892,000 , with a decrease

in the fair value of $ 3,031,000 recognized on the unaudited condensed consolidated statement of operations.

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Payroll – Related Parties

in other accrued expenses on the accompanying unaudited condensed consolidated balance sheet approximately $ 119,000 , owing to a key employee

(which includes $ 50,000 in both fiscal years, from consulting services prior to his employment) as of both September 30, 2022 and March

in other accrued expenses on the accompanying unaudited condensed consolidated balance sheets approximately $ 119,000 , owing to a key

employee (which includes $ 50,000 in both fiscal years, from consulting services prior to his employment) as of both December 31, 2022

and March 31, 2022.

These amounts include both accrued payroll and accrued allowances and expenses.

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to the President and CTO are to be distributed within the next twelve months from the award date, and are included in accrued expenses,

related parties as of September 30, 2022.

As of September 30, 2022, $ 200,000 has been paid each to the President and Chief Technology

Officer, with a total of $ 200,000 remaining in accrued expenses, related parties.

related parties as of December 31, 2022.

As of December 31, 2022, $ 200,000 has been paid each to the President and Chief Technology Officer,

with a total of $ 200,000 remaining in accrued expenses, related parties.

NaturalShrimp

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the Company paid off $ 655,750 of the note payable.

The outstanding balance is approximately $ 77,000 as of both September 30, 2022 and

The outstanding balance is approximately $ 77,000 as of both December 31, 2022 and

March 31, 2022.

As of September 30, 2022 and March 31, 2022, accrued interest payable was approximately $ 74,000 and $ 74,000 , respectively.

August 10, 2022, the Company issued a loan agreement for $ 300,000 , with related parties, which is to be considered priority debt

of the Company.

As of this filing, five of the related parties have entered into promissory notes under the loan agreement for $ 50,000

each, for a total of cash received of $ 250,000 .

The notes bear interest at a 10 % per annum and are due in one year from the date of the

As of December 31, 2022 and March 31, 2022, accrued interest payable was approximately $ 74,000 and $ 74,000 , respectively.

August 10, 2022, the Company issued a loan agreement for $ 300,000 , with related parties, which is to be considered priority debt of the

As of this filing, five of the related parties have entered into promissory notes under the loan agreement for $ 50,000 each,

for a total of cash received of $ 250,000 .

The notes bear interest at a 10 % per annum and are due in one year from the date of the note.

Company has entered into several working capital notes payable to multiple shareholders of NSH and Bill Williams, a former officer and

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The balance of these notes was $ 356,404 as of both

September 30, 2022 and March 31, 2022 and is classified as a current liability on the unaudited condensed consolidated balance sheets.

As of September 30, 2022 and March 31, 2022, accrued interest payable was approximately $ 161,000 and $ 146,000 , respectively.

December 31, 2022 and March 31, 2022 and is classified as a current liability on the unaudited condensed consolidated balance sheets.

As of December 31, 2022 and March 31, 2022, accrued interest payable was approximately $ 161,000 and $ 146,000 , respectively.

in 2010, the Company started entering into several working capital notes payable with various shareholders of NSH for a total of $ 290,000

and bearing interest at 8 %.

The balance of these notes at September 30, 2022 and March 31, 2022 was $ 54,647 and is classified as a current

The balance of these notes at December 31, 2022 and March 31, 2022 was $ 54,647 and is classified as a current

liability on the unaudited condensed consolidated balance sheets.

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On June 2, 2021, the Company paid a deposit of $ 52,362

which shall be applied to the last six months of the sublease term, and $ 17,454 security deposit, which is included in Prepaid expenses

on the accompanying unaudited condensed consolidated balance sheet.

which shall be applied to the last nine months of the sublease term, and $ 17,454 security deposit, which is included in Prepaid expenses

on the accompanying unaudited condensed consolidated balance sheets.

The Company assessed its new office lease as an operating lease.

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of employees for a period of one year following termination of the employee’s Employment Agreement.

11 – SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statement.

October 24, 2022, the Comapny entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to

October 24, 2022, the Company entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to

time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”),

and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”).

Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors of each

of the Company, Yotta, and Merger Sub.

The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors

of each of the Company, Yotta, and Merger Sub.

Merger Agreement provides, among other things, that Merger Sub will merge with and into the Company, with the Company as the surviving

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Consideration Shares”) .

In accordance with the terms

and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding or deemed outstanding

pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted into the right

to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares (to the extent

the required revenue thresholds are met).

to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company will enter into with holders of

such convertible securities, such convertible securities will be canceled in exchange (except for the Series A Convertible Preferred Stock

of the Company, par value $ 0.0001 per share (the “Series A Preferred”) for a cash payment or Yotta Shares as follows:

at the option of the holder thereof, each outstanding warrant to purchase shares of Common Stock will be canceled in exchange for a cash

payment based on the value thereof or treated as exercised for shares of Common Stock, in each case based on an adjusted exercise price

and as otherwise set forth in the Merger Agreement and/or the individual agreements, and if treated as exercised, converted into the right

to receive such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent

Merger Consideration Shares;

(ii) each outstanding share of Series F Convertible Preferred Stock of the Company, par value $ 0.0001 per

share, will be canceled and treated as if converted into shares of Common Stock at an adjusted conversion rate as set forth in the Merger

Agreement and/or such individual agreements, and converted into the right to receive such deemed shares of Common Stock’s allocable

portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares;

and (iii) each outstanding share of

Series E Convertible Preferred Stock of the Company, par value $ 0.0001 per share (the “Series E Preferred”), will be canceled

and treated as if converted into shares of Common Stock at an adjusted conversion rate as set forth in the Merger Agreement and/or such

individual agreements, and converted into the right to receive such deemed shares of Common Stock’s allocable portion of the Closing

accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding

or deemed outstanding pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted

into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares

(to the extent the required revenue thresholds are met).

to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company will enter into with holders

of such convertible securities, such convertible securities will be canceled prior to the closing of the Merger in exchange (except for

the Series A Convertible Preferred Stock of the Company, par value $ 0.0001 per share (the “Series A Preferred”) for a cash

payment or Yotta Shares as follows:

(i) at the option of the holder thereof, each outstanding warrant to purchase shares of Common Stock

will be canceled in exchange for a cash payment based on the value thereof or treated as exercised for shares of Common Stock, in each

case based on an adjusted exercise price and as otherwise set forth in the Merger Agreement and/or the individual agreements, and if

treated as exercised, converted into the right to receive such deemed shares of Common Stock’s allocable portion of the Closing

Merger Consideration Shares and the Contingent Merger Consideration Shares;

In addition, each holder of Series E Preferred will be entitled

to receive at the Effective Time an additional number of Closing Merger Consideration Shares as are necessary to ensure that the per-share

value of the Yotta Shares that such stockholder is entitled to receive is not less than the per-share value (based on the effective purchase

price) of the aggregate Yotta Shares then held by any Yotta stockholder after taking into account any newly-issued Yotta Shares that such

Yotta stockholder acquires directly from Yotta prior to the closing of the Merger (the “Closing”) (which will reduce the number

of Closing Merger Consideration Shares that will be issued to the Company’s other securities holders).

The Series A Preferred will

be cancelled and retired without any conversion thereof and for no consideration.

the Merger Agreement provides that, pursuant to an agreement to be entered into between the Company and the December 2021 Investor, in

relation to December 2021 SPA, contingent on and effective as of the Effective Time, the Convertible Note will be amended to eliminate

the conversion feature thereof.

Also, such agreement will provide for:

(i) for the payment to December 2021 Investor of an amount equal

to the lesser of (A) one-third of the amount retained in the Trust Account at the Effective Time or (B) $ 10,000,000 , in order to repay

a portion of the outstanding balance of the Convertible Note;

(ii) that the remaining balance of the Convertible Note be repaid in equal

monthly installments over a 12-month period beginning on a date after the Closing Date or the termination of such agreement;

that if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021

Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially

similar terms as approved by the Board of Directors of the Company.

is required to enter into all of the above-described agreements with the holders of the warrants, preferred stockholders, and December

2021 Investor within 14 days of the date of the Merger Agreement, or November 7, 2022 (the “Convertible Instrument Agreements”).

Restructuring Agreements

4, 2022, the Company entered into a restructuring agreement with the terms noted above with the December 2021 Investor.

The December 2021

SPA was amended and restated and eliminated the conversion feature as well as the Uplist provision (see Note 6).

Additionally, the maturity

date as well as the Mandatory Prepayment provision was amended.

While the December 2021 SPA is outstanding and within 3 trading days of

the Closing of the Merger Agreement, the Company will make a payment equal to the lesser of (A) one-third of the amount (calculated prior

to any deductions for any broker, underwriter, legal, accounting or other fees) retained in the Trust Account (as defined in the Merger

Agreement) at the Effective Time (as defined in the Merger Agreement) or (B) $ 10,000,000 , in order to repay a portion of the Outstanding

Balance (a “ Mandatory Prepayment ”).

In the event that the Closing does not occur on or before December 31, 2022, the

then-current outstanding balance will be increased by two percent (2%) and shall increase by 2% every 30 days thereafter until the Closing

or termination of the Merger Agreement

5, 2022, the Company entered a restructuring agreement with GHS, whereby the Series E Preferred Stock and the warrants outstanding as

of the Closing date shall have their terms adjusted.

The outstanding warrants shall be a) cancelled in exchange for a cash payment equal

to the fair value of the warrants based on the Black Scholes model, with the exercise price to be adjusted to equal 80% of the average

volume weighted average price of the Company common stock during the five trading day period immediately prior to the Closing Date (the

“Adjusted Exercise Price”);

or (b) as of the Effective Time, canceled and treated as if exercised for that number of shares

of the Company’s common stock calculated using the Black Scholes model fair value, the number of Warrant Shares on the Closing Date

and the Adjusted Exercise Price, with the shares of the Company’s common stock that would have been due to Holder as a result of

such exercise of the Warrant treated as if issued to Holder and then converted into the right to receive (i) the Closing Per Share Merger

Consideration (as defined in the Merger Agreement) plus (ii) the Additional Per Share Merger Consideration (as defined in the Merger Agreement),

if any, at the time and subject to the contingencies set forth in the Merger Agreement.

For the Series E Preferred Stock that shall be

outstanding immediately prior to the Effective Time, they shall be canceled and treated as if converted into that number of shares of

the Company’s common stock equal to (i) the stated value of $ 1,200 per share plus any unpaid dividends, multiplied by 1.25, divided

by (ii) 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately

prior to the Closing Date.

The shares of the Company’s common stock that would have been due to the holder as a result of the conversion

of such shares of Series E Convertible Preferred Stock shall be treated as issued to holder and converted, as of the Effective Time, into

the right to receive (y) the Closing Per Share Merger Consideration plus (z) the Additional Per Share Merger Consideration, if any, at

the time and subject to the contingencies set forth in the Merger Agreement.

Purchase Agreement

November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS Investments LLC (“GHS”),

an accredited investor, pursuant to which, the Company may require GHS to purchase a maximum of up to 64,000,000 shares of the Company’s

common stock (“GHS Purchase Shares”) based on a total aggregate purchase price of up to $ 5,000,000 over a one-year term that

ends on November 4, 2023.

Notwithstanding the foregoing dollar limitations, the Company and GHS

may, from time to time, mutually agree in writing to waive the aforementioned limitations for a relevant Purchase Notice, which waiver,

shall not exceed the 4.99 % beneficial ownership limitation contained in the GHS Purchase Agreement.

The Company is to control

the timing and amount of any sales of GHS Purchase Shares to GHS.

The Company intends to use the net proceeds from this offering for

working capital and general corporate purposes.

“Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90 % of the lowest VWAP during

the 10 consecutive business days immediately preceding, but not including, the applicable purchase date.

The Company shall deliver a

number of GHS Purchase Shares equal to 112.5 % of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per

share for such GHS Purchase.

there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver

to GHS any Purchase Notice.

pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the

transactions whereby Yotta Merger Sub, Inc.

will merge with and into the Company, with the Company as the surviving company (the “Merger”);

and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries

of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent

Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100%

of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent

Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing.

(ii) each outstanding share of Series F Convertible Preferred

Stock of the Company, par value $ 0.0001 per share, will be canceled and treated as if converted into shares of Common Stock at an adjusted

conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right to receive such

deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration

and (iii) each outstanding share of Series E Convertible Preferred Stock of the Company, par value $ 0.0001 per share (the “Series

E Preferred”), will be canceled and treated as if converted into shares of Common Stock at an adjusted conversion rate as set forth

in the Merger Agreement and/or such individual agreements, and converted into the right to receive such deemed shares of Common Stock’s

allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares.

In addition, each holder

of Series E Preferred will be entitled to receive at the Effective Time an additional number of Closing Merger Consideration Shares as

are necessary to ensure that the per-share value of the Yotta Shares that such stockholder is entitled to receive is not less than the

per-share value (based on the effective purchase price) of the aggregate Yotta Shares then held by any Yotta stockholder after taking

into account any newly-issued Yotta Shares that such Yotta stockholder acquires directly from Yotta prior to the closing of the Merger

(the “Closing”) (which will reduce the number of Closing Merger Consideration Shares that will be issued to the Company’s

other securities holders).

The Series A Preferred will be cancelled and retired without any conversion thereof and for no consideration.

noted in Notes 5 and 6, the Company entered into Restructuring Agreements with the December 2021 Investor as required in the Merger Agreement.

Business Combination is expected to be accounted for as a reverse merger and recapitalization of NaturalShrimp into Yotta in accordance

with GAAP because NaturalShrimp has been determined to be the accounting acquirer under ASC 805 under the no-redemption and full redemption

Under this method of accounting, Yotta will be treated as the “acquired” company for financial reporting purposes.

Accordingly, the combined assets, liabilities and results of operations of NaturalShrimp will become the historical financial statements

of NaturalShrimp Incorporated, and Yotta’s assets, liabilities and results of operations will be consolidated with NaturalShrimp

beginning on the acquisition date.

For accounting purposes, the financial statements of NaturalShrimp Incorporated will represent a continuation

of the financial statements of NaturalShrimp with the transaction being treated as the equivalent of NaturalShrimp issuing stock for

the net assets of Yotta, accompanied by a recapitalization.

The net assets of Yotta will be stated at historical cost, with no goodwill

or other intangible assets recorded.

Operations prior to the Business Combination will be presented as those of NaturalShrimp in future

reports of NaturalShrimp Incorporated.

11 – SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statement.

the period end, there were three purchases of a total of 14,880,460 shares of common stock for a net amount of $ 878,365 , with share price

ranging from $ 0.060 to $ 0.065 .

January 20, 2023, the Company entered into a secured promissory note (“January 2023 Note”) with an investor (the

The January 2023 Note is in the aggregate principal amount of $ 631,968 .

The January 23 Note has an interest rate of 10 %

per annum, with a maturity date nine months from the issuance date of the January 23 Note.

The January 23 Note carried an original

issue discount totaling $ 56,868 ,

whereby the purchase price is $ 575,100 .

All payments made by the Company under the terms in the January 23 Note, including upon repayment of the January 23 Note at

maturity, shall be subject to an exit fee of 15 %

of the portion of the Outstanding Balance being paid (the “Exit Fee”).

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 1. Financial Statements