What changed in this filing

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Item 1. Financial Statements

2023-11-20 compared with 2023-08-18 · 410 added, 344 removed, 614 unchanged (55% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

June 30, 2023

March 31, 2023

September 30,

Current assets

13 unchanged sentences

Accrued interest - related parties

Accrued interest

Other accrued expenses

Accrued expenses - related parties

Accrued expenses

Contract liability

Short-term Note and Lines of credit

2 unchanged sentences

Notes payable - related parties

Notes payable

Dividends payable

7 unchanged sentences

Commitments and contingencies (Note 11)

Series E Redeemable Convertible Preferred stock, $ 0.0001 par value, 20,000 shares authorized, 1,500 and 1,670 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively

Series F Redeemable Convertible Preferred stock, $ 0.0001 par value, 750,000 shares authorized, 750,000 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively

Temporary equity, value

Series E Redeemable Convertible Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 1,656 and 1,670 shares issued and outstanding at September 30, 2023 and March 31, 2023, respectively

Series F Redeemable Convertible Preferred stock, $ 0.0001 par value, 750,000 shares authorized, 750,000 shares issued and outstanding at September 30, 2023 and March 31, 2023, respectively

equity, value

Stockholders’ deficit

Series A Convertible Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2023 and March 31, 2023

Common stock, $ 0.0001 par value, 900,000,000 shares authorized, 868,263,739 and 803,123,748 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively

Series A Convertible Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at September 30, 2023 and March 31, 2023

Common stock, $ 0.0001 par value, 1,400,000,000 shares authorized, 900,071,985 and 803,123,748 shares issued and outstanding at September 30, 2023 and March 31, 2023, respectively

Additional paid in capital

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Consolidated STATEMENTS OF OPERATIONS

June 30, 2023

June 30, 2022

For the 3 Months Ended

June 30, 2023

June 30, 2022

For the Three Months Ended

For the Six Months Ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Cost of sales

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( 2,666,026 )

( 5,661,656 )

( 5,552,830 )

Other income (expense):

Interest expense

( 1,081,663 )

Interest expense - related parties

Interest expense

Amortization of debt discount

( 2,136,389 )

( 4,176,389 )

Change in fair value of derivative liability

( 18,241,000 )

( 16,927,000 )

Change in fair value of warrant liability

Change in fair value of restructured notes

Loss due to fire

Extension fee

1 unchanged sentence

Total other income, net

( 21,862,319 )

( 21,175,691 )

Loss before income taxes

1 unchanged sentence

( 24,528,345 )

( 4,944,970 )

( 26,728,521 )

Provision for income taxes

1 unchanged sentence

( 24,528,345 )

( 4,944,970 )

( 26,728,521 )

Amortization of beneficial conversion feature on Preferred shares

3 unchanged sentences

$ ( 24,904,772 )

$ ( 5,418,711 )

$ ( 27,627,175 )

Loss per share (Basic and Diluted)

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NATURALSHRIMP

Consolidated STATEMENT of CHANGES IN STOCKHOLDERS’ DEFICIT

Consolidated STATEMENT of CHANGES IN SHAREHOLDERS’ DEFICIT

Series A Preferred stock

stockholders’

Additional paid in

Total stockholders’

Balance March 31, 2023

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Conversion of Series E Preferred Shares to common stock

Dividends payable on Preferred Shares

Dividends payable on Series E Preferred Shares

Common stock issued to consultants

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( 46,261,209 )

Balance March 31, 2022

Issuance of common shares under financing agreement

Dividends payable on Series E Preferred Shares

Accretion on Series E Preferred shares

( 2,646,539 )

Balance September 30, 2023

$ 124,117,263

$ ( 166,161 )

$ ( 172,952,003 )

( 48,520,305 )

Balance March 31, 2022

$ ( 150,036,023 )

$ ( 33,133,765 )

Common stock issued for legal settlement to NSH shareholders

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( 34,892,793 )

Common stock issued for legal settlement to NSH shareholders

Conversion of Series E Preferred Shares to common stock

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

Amortization of beneficial conversion feature related to Series E Preferred Shares

Accretion of Series E Preferred Shares

Dividends payable on Preferred Shares

Common stock issued in business agreement

Common stock issued from shares payable

Common stock vested to consultants

( 24,528,345 )

Balance September 30, 2022

$ 118,061,820

$ ( 177,927,198 )

( 59,183,191 )

$ 118,061,820

$ ( 177,927,198 )

( 59,183,191 )

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

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Consolidated STATEMENTS OF CASH FLOWS

June 30, 2023

June 30, 2022

For the 3 Months Ended

June 30, 2023

June 30, 2022

For the Six Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

6 unchanged sentences

Change in fair value of derivative liability

( 1,314,000 )

Change in fair value of warrant liability

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Accrued interest - related parties

Contract liability

Operating lease liabilities

5 unchanged sentences

Cash received for sale of machinery and equipment

Cash used in investing activities

Cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of notes payable

Repayment of short-term promissory note and lines of credit

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

( 3,900,000 )

Proceeds from sale of Series E Preferred Shares

Cash provided by financing activities

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TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED JUNE 30, 2023

THE SIX MONTHS ENDED SEPTEMBER 30, 2023

1 – NATURE OF THE ORGANIZATION AND BUSINESS

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limited liability company.

accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the

United States of America (“GAAP”), assuming the Company will continue as a going concern, which contemplates the realization

accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted

in the United States of America (“GAAP”), assuming the Company will continue as a going concern, which contemplates the realization

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

For the three months ended June 30, 2023, the Company had

a net loss available for common stockholders of approximately $ 2,703,000 .

As of June 30, 2023, the Company had an accumulated deficit

of approximately $ 170,237,000 and a working capital deficit of approximately $ 8,781,000 .

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.

For the six months ended September 30, 2023, the Company

had a net loss available for common stockholders of approximately $ 5,419,000 .

As of September 30, 2023, the Company had an accumulated

deficit of approximately $ 172,952,000 and a working capital deficit of approximately $ 10,257,000 .

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

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short and long-term operating requirements.

During the three months ended June 30, 2023, the Company received net cash proceeds of approximately

$ 1,299,000 from the sale of common shares (See Note 8).

Subsequent to period end, the Company received $ 140,000 proceeds from the issuance

of promissory notes, related parties (See Note 12).

During the six months ended September 30, 2023, the Company received net cash proceeds of

approximately $ 1,865,000 from the sale of common shares (See Note 8), $ 150,000 from the sale of Series E Preferred stock and the Company

received $ 140,000 proceeds from the issuance of promissory notes, related parties.

Subsequent to period end, the Company received approximately

$ 166,000 for the sale of common shares (See Note 12).

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

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of Presentation

accompanying unaudited financial information as of and for the three months ended June 30, 2023 and 2022 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

accompanying unaudited financial information as of and for the three and six months ended September 30, 2023 and 2022 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

Regulation S-X.

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for such periods.

Operating results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be

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

information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted

accounting principles have been omitted pursuant to the rules of the U.S.

Operating results for the three and six months ended September 30, 2023 are not necessarily indicative of the results

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

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant

to the rules of the U.S.

Securities and Exchange Commission(“SEC”).

unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year

ended March 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 27, 2023.

These unaudited financial statements and related notes

should be read in conjunction with our audited financial statements for the year ended March 31, 2023 included in the Company’s

Annual Report on Form 10-K filed with the SEC on June 27, 2023.

condensed consolidated balance sheet at March 31, 2023 has been derived from the audited financial statements at that date but does not

include all of the information and footnotes required by GAAP for complete financial

include all of the information and footnotes required by GAAP for complete financial statements.

Consolidation

unaudited condensed consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries,

NSC, NS Global, and NAS.

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NSC, NS

Global, and NAS.

All significant intercompany accounts and transactions have been eliminated in consolidation.

financial statements in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

results could differ from those estimates.

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

and Diluted Earnings/Loss per Common Share

and diluted earnings or loss per share (“EPS”) amounts in the unaudited condensed consolidated financial statements are computed

in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“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.

As of the three months ended June 30, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260

– 10 “ Earnings per Share ”, which establishes the requirements for presenting EPS.

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 the period.

As of the three months

ended September 30, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s

option into approximately 900,072,000 underlying common shares, 1,656 of Series E Redeemable Convertible Preferred shares whose approximately

5,678,000 underlying shares are convertible at the investors’ option at a fixed conversion price of $ 0.35 , 750,000 shares of Series

F Preferred Stock which would be converted at the holders’ option into approximately 216,017,000 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.

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

the holder’s option into approximately 751,323,000 underlying common shares, 1,500 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 , 750,000 shares of Series F Preferred Stock which would be converted at the holders’ option into approximately 208,383,000

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.

As of the three months ended June 30, 2022, the Company had 5,000,000 Series A Convertible Preferred Stock which

would be converted at the holder’s option into approximately 740,711,000 underlying common shares, 1,500 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 640 of Series E Redeemable Convertible Preferred shares whose approximately 7,676,000 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 177,771,000

underlying common shares, approximately $ 18,768,000 in a convertible debenture whose approximately 164,177,000 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 18,506,429 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive.

$ 0.35 , and 170 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 18,573,429

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

Value Measurements

Topic 820, “ Fair Value Measurement” , requires that certain financial instruments be recognized at their fair values

at our balance sheet dates.

at the balance sheet dates.

However, other financial instruments, such as debt obligations, are not required to be recognized at their

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GAAP requires the disclosure of the fair

values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance

For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument,

along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive

For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial

Instruments.”

values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts.

For financial

instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information,

including changes in the fair values of certain financial instruments recognized in the operating results or within comprehensive income

(loss) of the respective period.

For financial instruments not recognized at fair value, the disclosure of their fair values is provided

below under “Financial Instruments.”

assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s

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In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability

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 June 30, 2023 and March 31, 2023.

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

Company did not have any Level 1 or Level 2 assets and liabilities at September 30, 2023 and March 31, 2023.

warrant liabilities and fair value option on Restructured notes, are Level 3 fair value measurements.

following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023:

OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE

June 30, 2023

March 31, 2023

following is a summary of activity of Level 3 derivatives during the six months ended September 30, 2023 and the year ended March 31,

OF ACTIVITY OF DERIVATIVES AT FAIR VALUE

September 30,

Warrant liability balance at beginning of period

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Balance at end of period

June 30, 2023, the fair value of the warrant liability was estimated using the following inputs:

the price of the Company’s common

stock of $ 0.05 ;

September 30, 2023, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following

the price of the Company’s common stock of $ 0.025 ;

a risk-free interest rate ranging from 3.81 % to 4.80 % ;

and expected volatility of the Company’s common stock ranging

from 108.4 % to 121.5 % and the remaining terms of each warrant issuance.

volatility of the Company’s common stock ranging from 109.2 % to 115.3 % and the remaining terms of each warrant issuance.

March 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average

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common stock ranging from 113.6 % to 121.0 % and the remaining terms of each warrant issuance.

OF RESTRUCTURED NOTE AT FAIR VALUE

Restructured August and Senior Notes Payable

June 30, 2023

March 31, 2023

OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE

August and Senior Notes Payable

September 30,

Restructured notes payable fair value at beginning of period

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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.

The fair value for both periods is based on the maturity dates, the interest of 12 %, the

15 % exit fee, the 2% appreciation fee for an estimated period, and a 40% present value factor.

In accordance with ASC 825, the Company

chose to present the component for the accrued interest in the same line item on the Balance Sheet with the fair value option, and as

of April 1, 2023, reclassed the accrued interest to not be presented as a separate line item.

the new debt under the fair value option within ASC Topic 825, “ Financial Instruments .” .

The fair value for both

periods is based on the maturity dates, the interest of 12 % , the 15 % exit fee, the 2% appreciation fee for an estimated period, and a

40% present value factor .

In accordance with ASC 825, the Company chose to present the component for the accrued interest in the same

line item on the accompanying condensed consolidated balance sheet with the fair value option, and as of April 1, 2023, reclassed the

accrued interest to not be presented as a separate line item.

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

the provisions of ASC Topic 825, “ Financial Instruments” .

The carrying amount of these financial instruments, with

the exception of discounted debt, as reflected in the unaudited condensed consolidated balance sheets approximates fair value.

the provisions of ASC Topic 825.

The carrying amount of these financial instruments, with the exception of discounted debt, as reflected

in the unaudited condensed consolidated balance sheets approximates fair value.

and Cash Equivalents

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

There were no cash equivalents at June 30, 2023 and March 31, 2023.

There were no cash equivalents at September 30, 2023 and March 31, 2023.

Concentration

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Corporation (“FDIC”) up to $ 250,000 .

As of June 30, 2023 and

As of September 30, 2023 and

March 31, 2023, 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.

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

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OF ESTIMATED USEFUL LIVES

and Equipment

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 months ended June 30, 2023 and June 30, 2022,

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

For the three months ended September 30, 2023 and September

30, 2022, the amortization of the patents was $ 97,500 and $ 97,500 and in the amortization of the license rights was $ 270,000 and $ 270,000 ,

respectively.

For the six months ended September 30, 2023 and September 30, 2022, the amortization of the patents was $ 195,000 and $ 195,000

and the amortization of the license rights was $ 540,000 and $ 540,000 , 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 June 30, 2023, the Company believes the carrying value of the intangible

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

August 25, 2021, the Company, through their 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta

As of September 30, 2023, the Company believes the carrying value of the

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

August 25, 2021, the Company, through its 100 % owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta

Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement, in a sub-license agreement with Hydrenesis Aquaculture

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The agreements accord the exclusive rights to purchase or distribute the technology, or buy or rent the equipment, which is the

primary business and revenue stream generated from indoor aquaculture farming of any species in the territory.

primary business and revenue stream generated from indoor aquaculture farming of any species in the territory, which will be named the

NSI Technologies and Equipment (“NSI Technologies”).

terms of the Agreements set forth that NAS will pay Hydrenesis 12.5 % royalty fees.

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the exclusivity for the subsequent year, the Company may pay the amount of the royalty fees that would have been due if the Sales Milestones

had been meet in the current year.

had been met in the current year.

of Long-lived Assets

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would be disclosed.

Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, as

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

consideration which 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.

Additionally, the Company will sell or rent

either the Hydrenesis Technologies or Equipment.

Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, as such, the Company records

revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which 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.

Additionally, the Company will sell or rent the NSI Technologies.

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

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OF REVENUE RECOGNITION

June 30, 2023

June 30, 2022

Three months ended

June 30, 2023

June 30, 2022

Six months ended

September 30,

Technology and equipment services

Total revenues

May 21, 2023, the Company entered into a six month agreement with a company for the use of the Hydrenesis Technology and Equipment.

the agreement, the customer is to pay a total of $ 300,000 comprised of an initial payment equal to $ 150,000 and then $ 25,000 per month

for the combined total of the Service Fee.

May 21, 2023, the Company entered into a six-month agreement with a company for the use of the NSI Technologies Per the agreement, the

customer is to pay a total of $ 300,000 comprised of an initial payment equal to $ 150,000 at execution of the contract and then $ 25,000

per month for the combined total of the Service Fee.

As of September 30, 2023, the Company has received $ 175,000 , comprised of the initial

payment and $ 25,000 related to the monthly service fees which began September 1, 2023.

Issued Accounting Standards

August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 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

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 earnings per share (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 June 30, 2023, there were several new accounting pronouncements issued by the FASB.

Each of these

pronouncements, as applicable, has been or will be adopted by the Company.

Management does not believe the adoption of any of these accounting

pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt - Debt with Conversion and Other Options

(Subtopic 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 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 to require entities to calculate

diluted earnings per share (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 September 30, 2023, there were several new accounting pronouncements issued by the FASB.

Each of these pronouncements, as applicable,

has been or will be adopted by the Company.

Management does not believe the adoption of any of these accounting pronouncements has had

or will have a material impact on the Company’s consolidated financial statements.

Evaluation of Subsequent Events

Company evaluates events that have occurred after the balance sheet date of June 30, 2023, through the date which the unaudited condensed

consolidated financial statements were issued.

Based upon the review, other than described in Note 12 – 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 September 30, 2023, through the date which the unaudited

condensed consolidated financial statements were issued.

Based upon the review, other than described in Note 12 – 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 June 30, 2023 and March 31, 2023 is as follows:

summary of the fixed assets as of September 30, 2023 and March 31, 2023 is as follows:

OF FIXED ASSETS

6 unchanged sentences

Fixed assets, net

unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 435,000 and $ 525,000 for the

three months ended June 30, 2023 and 2022, respectively.

unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 437,000 and $ 408,000 and $ 872,000

and $ 933,000 for the three and six months ended September 30, 2023 and 2022, respectively.

4 – SHORT-TERM NOTE AND LINES OF CREDIT

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The line of credit bears an interest rate of prime plus

25.9 basis points , which totaled 34.15 % as of June 30, 2023.

25.9 basis points , which totaled 34.4 % as of September 30, 2023.

The line of credit is unsecured.

The balance of the line of credit was

at both June 30, 2023 and March 31, 2023.

$ 9,580 at both September 30, 2023 and March 31, 2023.

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 18.25 % as of June 30, 2023.

10 basis points , which totaled 18 .

5% as of September 30, 2023.

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

The balance of the line of credit is $ 10,237 at June 30, 2023 and March 31, 2023.

The balance of the line of credit is $ 10,237 at September 30, 2023 and March 31, 2023.

5 – NOTES PAYABLE

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All payments made by the Company under the terms in the note, including upon repayment of this Note at maturity, shall

be subject to an exit fee of 15 % of the portion of the Outstanding Balance being paid (the “Exit Fee”).

The cash was not

transferred to the Company’s bank account, but instead to the merger entity, Yotta Acquisition Corporation (Note 11), for a contribution

to a required extension fee for the business combination.

be subject to an exit fee of 15 % of the portion of the Outstanding Balance being paid.

The cash was not transferred to the Company’s

bank account, but instead to the merger entity, Yotta Acquisition Corporation (Note 11), for a contribution to a required extension fee

for the business combination.

On November 20, 2023, the maturity date was extended to June 30, 2024.

2023 Promissory Note

April 21, 2023, the Company entered into a $ 60,000

promissory note with Yotta Investment LLC (“Yotta”), with no interest to accrue on the principal balance.

The promissory

note is to be settled on the date of closing of the business combination contemplated by the Merger Agreement with Yotta

(“Merger Agreement”).

Upon the occurrence of an event of default, including the termination of the Merger Agreement, the

unpaid principal balance of this note, and all other sums payable with regard to this note, shall automatically and immediately

become due and payable, in all cases without any action on the part of the Company.

As discussed in Note 12, the Merger Agreement was terminated subsequent to the period end.

April 21, 2023, the Company entered into a $ 60,000 promissory note with Yotta Investment LLC (“Yotta Investment”), with no

interest to accrue on the principal balance.

The promissory note is to be settled on the date of closing of the business combination

contemplated by the Merger Agreement with Yotta Acquisition Corporation, (“Merger Agreement”).

Upon the occurrence of an

event of default, including the termination of the Merger Agreement, the unpaid principal balance of this note, and all other sums payable

with regard to this note, shall automatically and immediately become due and payable, in all cases without any action on the part of

As discussed in Note 11, the Merger Agreement was terminated, and management believes the promissory note will be settled

in the Breakup Fee.

2023 Promissory Note

May 17, 2023, the Company entered into an additional $ 60,000 promissory note with Yotta, with no interest to accrue on the principal

The promissory note is to be settled on the date of closing of the business combination contemplated by the Merger Agreement

Upon the occurrence of an event of default, including the termination of the Merger Agreement, the unpaid principal balance

of this note, and all other sums payable with regard to this note, shall automatically and immediately become due and payable, in all

cases without any action on the part of the Company.

As discussed in Note 12, the Merger Agreement was terminated subsequent to the period end.

May 17, 2023, the Company entered into an additional $ 60,000 promissory note with Yotta Investment, with no interest to accrue on the

principal balance.

The promissory note is to be settled on the date of closing of the business combination contemplated by the Merger

Agreement with Yotta Acquisition Corporation.

Upon the occurrence of an event of default, including the termination of the Merger Agreement,

the unpaid principal balance of this note, and all other sums payable with regard to this note, shall automatically and immediately become

due and payable, in all cases without any action on the part of the Company.

As discussed in Note 11, the Merger Agreement was terminated,

and management believes the promissory note will be settled in the Breakup Fee.

Williams Promissory Note

6 unchanged sentences

for monthly payments of $ 8,000 until the balance is paid in full.

The balance as of June 30, 2023 and March 31, 2023 was $ 95,604 and

$ 119,604 , respectively, with the balance as of June 30, 2023 and $ 96,000 for the year end March 31, 2023, classified in current liabilities,

on the condensed consolidated balance sheets.

The balance as of September 30, 2023 and March 31, 2023 was $ 95,604

and $ 119,604 , respectively, with the balance as of September 30, 2023 and $ 96,000 for the year end March 31, 2023, classified in current

liabilities, on the condensed consolidated balance sheets.

6 – RESTRUCTURED AUGUST NOTE PAYABLE

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date of the Note .

The Note carried an original issue discount totaling $ 433,333 and a transaction expense amount of $ 10,000 , both of

which are included in the principal balance of the Note.

On the closing date the Company received $ 1,100,000 , with $ 3,900,000 put into

escrow to be held until certain terms were to be met, which included $ 3,400,000 upon the completion of a successful uplist to NYSE or

The SPA includes a Security Agreement, whereby the note is secured by the collateral set forth in the agreement, covering all

of the assets of the Company.

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

maturity, shall be subject to an exit fee of 15 % of the portion of the outstanding balance being paid (the “Exit Fee”).

the Exit Fee is to be included in every settlement of the Note, an additional 15 % of the principal balance, which totals $ 816,500 , was

recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount.

The Note carried an original issue discount totaling $ 433,333 and a transaction expense amount of $ 10,000 , both

of which are included in the principal balance of the Note.

On the closing date the Company received $ 1,100,000 , with $ 3,900,000 put

into escrow to be held until certain terms were to be met, which included $ 3,400,000 upon the completion of a successful uplist to NYSE

The SPA includes a Security Agreement, whereby the note is secured by the collateral set forth in the agreement, covering

all of the assets of the Company.

All payments made by the Company under the terms in the note, including upon repayment of this Note

at maturity, shall be subject to an exit fee of 15 % of the portion of the outstanding balance being paid (the “Exit Fee”).

As the Exit Fee is to be included in every settlement of the Note, an additional 15 % of the principal balance, which totals $ 816,500 ,

was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount.

soon as reasonably possible, the Company will cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ (in

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of the Merger Agreement.

(See Note 12)

(See Note 11) On November 20, 2023, the maturity date was extended to June 30, 2024 .

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

11 unchanged sentences

derivatives and were required to be bifurcated.

The August Note was revalued as of June 30, 2023 at approximately $ 2,590,000 , with a

change in fair value of approximately $ 190,000 recognized in the Statement of Operations.

The August Note was revalued as of March 31,

2023 at approximately $ 2,400,000 , with a change in fair value of approximately $ 467,000 .

As of June 30, 2023, the accrued interest from

the restructuring date, which is included in the fair value is approximately $ 203,000 .

The August Note was revalued as of September 30, 2023 at approximately $ 2,250,000 , with

a change in fair value of approximately $ ( 150,000 ) recognized in the accompanying condensed consolidated Statement of Operations.

August Note was revalued as of March 31, 2023 at approximately $ 2,400,000 , with a change in fair value of approximately $ 467,000 .

of September 30, 2023, the accrued interest from the restructuring date, which is included in the fair value is approximately $ 271,000 .

7 – RESTRUCTURED SENIOR NOTE PAYABLE

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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 Senior Note;

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

a date after the Merger Agreement closing date (“Closing Date”) or the termination of such agreement.

All payments made shall

be subject to an Exit Fee of 15% of the portion of the outstanding balance being paid.

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) uplist terms in which the Company was to cause the common

stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ, were removed, ii) Maturity date was modified from December 15, 2023

to 12 months from the Closing or termination of the Merger Agreement, provided not to be later than June 30, 2024, and iii) the outstanding

balance of the Senior 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 June 30, 2023, the Merger

has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023 , in the amount of approximately

$ 2,675,000 .

On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement.

(See Note 12)

the Trust Account at the Effective Time or (B) $ 10,000,000 ,

in order to repay a portion of the outstanding balance of the Senior Note;

after which the remaining balance of the Senior Note is to

be repaid in equal monthly installments over a 12-month period beginning on a date after the Merger Agreement closing date (“Closing

Date”) or the termination of such agreement.

All payments made shall be subject to an Exit Fee of 15 %

of the portion of the outstanding balance being paid.

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, a termination, or substantially similar terms as approved by the Board of Directors

of the Company.

key modifications include i) uplist terms in which the Company was to cause the common stock to be listed for trading on either of (a)

NYSE, or (b) NASDAQ, were removed, ii) Maturity date was modified from December 15, 2023 to 12 months from the Closing or termination

of the Merger Agreement, provided not to be later than September 30, 2024, and iii) the outstanding balance of the Senior 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 June 30, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023,

in the amount of approximately $ 2,675,000 .

On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement (See Note 11).

termination in July of 2023, the equal monthly payments were to begin on September 20, 2023 .

On November 20, 2023, the Investor

issued a waiver to the Company on the equal monthly payments, which are not currently required to be paid .

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

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

As of June 30, 2023, the Company is in full compliance with the covenants and Events

As of September 30, 2023, the Company is in full compliance with the covenants

and Events of Default.

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

11 unchanged sentences

of 117.77 %, and the strike price of $ 0.1017 .

a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the Company will account

for the Restructured Senior Note at fair value every period end 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 Company did not evaluate the provisions in

the Restructured Senior Note as to whether they fell under the guidance of embedded derivatives and were required to be bifurcated.

The Restructured Senior Note was revalued as of June 30, 2023 at approximately $ 21,870,000 ,

with a change in fair value of approximately $ 580,000

recognized in the Company’s accompanying condensed consolidated Statement of Operations.

The Senior Note was revalued as of

March 31, 2023, at approximately $ 21,290,000 ,

with a change in fair value of approximately $ 2,376,000

recognized in the accompanying condensed consolidated Statement of Operations.

As of June 30, 2023, the accrued interest from the

restructuring date, which is included in the fair value is approximately $ 3,487,000 .

a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the Company will account for

the Restructured Senior Note at fair value every period end 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 Company did not evaluate the provisions in the Restructured Senior Note

as to whether they fell under the guidance of embedded derivatives and were required to be bifurcated.

The Restructured Senior Note was

revalued as of September 30, 2023 at approximately $ 21,680,000 , with a change in fair value of approximately $ 390,000 recognized in the

Company’s accompanying condensed consolidated Statement of Operations.

The Senior Note was revalued as of March 31, 2023, at approximately

$ 21,290,000 , with a change in fair value of approximately $ 2,376,000 recognized in the accompanying condensed consolidated Statement

of Operations.

As of September 30, 2023, the accrued interest from the restructuring date, which is included in the fair value is approximately

$ 4,201,000 .

8 – STOCKHOLDERS’ EQUITY

of June 30, 2023 and March 31, 2023, the Company had 200,000,000 shares of preferred stock authorized with a par value of $ 0.0001 .

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

and no shares outstanding, 5,000 shares Series D preferred stock are authorized with no shares outstanding 10,000 shares Series E preferred

stock are authorized and 1,500 and 1,670 outstanding, respectively, and 750,000 shares of Series F preferred stock are authorized with

750,000 outstanding, respectively.

September 28, 2023, the Company increased their authorized common shares to 1,400,000,000 .

of September 30, 2023 and March 31, 2023, 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

authorized and no shares outstanding, 5,000 shares Series D preferred stock are authorized with no shares outstanding, 10,000 shares

Series E preferred stock are authorized and 1,656 and 1,670 outstanding, respectively, and 750,000 shares of Series F preferred stock

are authorized with 750,000 outstanding, respectively.

E Preferred Stock

July 24, 2023, the Company entered into a Securities Purchase Agreement for the additional sale of 156 shares of Series E Preferred Stock

at a price of $ 1,000 per share of Preferred Stock, for a total of $ 156,000 .

The Series E Preferred Stock will earn a dividend of 12 %

per annum, for as long as the relevant Preferred Stock has not been redeemed or converted.

Dividends are to be paid quarterly, and at

the Company’s discretion, in cash or Preferred Stock calculated at the purchase price.

May 1, 2023, one of the holders converted 600 Series E Preferred Stock into 23,989,570 shares of common stock.

The conversion represented

their remaining Series E Preferred Stock, including the 10% increase, accrued dividends in kind of $ 516,000 and the 15% Exit Fee of $ 108,000 .

their remaining Series E Preferred Stock outstanding as of that date, including the 10% increase, accrued dividends in kind of $ 516,000

and the 15% Exit Fee of $ 108,000 .

2022 Purchase Agreement

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

the three months ended June 30, 2023, the Company sold 40,187,311 shares of common stock at a gross amount of approximately $ 1,299,000 ,

at share prices ranging from $ 0.03 to $ 0.04 .

the three months ended June 30, 2023, the Company sold 11,981,706 shares of common stock at a net amount of approximately $ 376000 , at

a share price of $ 0.03 , of the GHS Purchase Agreement.

the year ended March 31, 2023, the Company sold 52,018,294 shares of common stock at a net amount of approximately $ 3,076,000 , at share

1 unchanged sentence

Common Stock Equity Financing

April 28, 2023, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration

Rights Agreement with GHS.

Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $ 10,000,000

upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the SEC.

Registration Statement was filed on July 20, 2023 and the SEC declared it effective on August 14, 2023.

effectiveness of the Registration Statement, the Company now has the discretion to deliver puts to GHS and GHS will be obligated to

purchase shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) based on the investment

April 28, 2023, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights

Agreement with GHS.

Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $ 10,000,000 upon

effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the SEC.

The Registration

Statement was filed on July 20, 2023 and the SEC declared it effective on August 14, 2023.

the effectiveness of the Registration Statement, the Company now has the discretion to deliver puts to GHS and GHS will be obligated

to purchase shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) based on the investment

amount specified in each put notice.

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on which GHS has purchased an aggregate of $10,000,000 worth of Common Stock under the terms of the Equity Financing Agreement.

the three months ended September 30, 2023, the Company sold 31,808,246 shares of common stock at a net amount of approximately $ 566,000 ,

at share price of $ 0.02 related to the Equity Financing Agreement.

2023 Purchase Agreement

May 9, 2023, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS pursuant which the Company

may require GHS to purchase a maximum of up to 45,923,929 shares of the Company’s common stock (“GHS Purchase Shares”)

based on a total aggregate purchase price of up to $ 6,000,000 over a one-year term that ends on May 9, 2024.

The Company intends to use

the net proceeds from this offering for working capital and general corporate purposes.

GHS Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the Company

has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS a purchase notice (a “Purchase

Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS Purchase Shares.

A GHS Purchase

will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase

will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days

preceding the purchase date.

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, for the avoidance of doubt, shall

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

The “Purchase Price” means,

with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement)

during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase

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, against payment by GHS to the Company of the purchase amount with respect

to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer

of immediately available funds .

May 9, 2023, the Company entered into a purchase agreement (the “GHS 2023 Purchase Agreement”) with GHS pursuant which the

Company may require GHS to purchase a maximum of up to 45,923,929 shares of the Company’s common stock (“GHS 2023 Purchase

Shares”) based on a total aggregate purchase price of up to $ 6,000,000 over a one-year term that ends on May 9, 2024.

intends to use the net proceeds from this offering for working capital and general corporate purposes.

GHS 2023 Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the

Company has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS a purchase notice

(a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS 2023 Purchase

A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase

amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during

the 10 business days preceding the purchase date.

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, for the avoidance

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

The “Purchase Price”

means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS 2023 Purchase

Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable

purchase date).

The Company shall deliver a number of GHS 2023 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, against payment by GHS to the Company of the purchase amount

with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire

transfer of immediately available funds.

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 May 9, 2023 until the date that is the later of (i) the closing of the transactions

whereby Yotta Merger Sub, Inc.

pursuant to the terms of the GHS 2023 Purchase Agreement, from May 9, 2023 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”);

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

the three months ended June 30, 2023, the Company sold 28,205,605 shares of common stock at a net amount of approximately $ 923,000 , at

share prices ranging from $ 0.03 to $ 0.04 related to the GHS 2023 Purchase Agreement.

Shares Issued to Consultant

6 unchanged sentences

terms of the existing convertible debt.

The 18,573,116

warrants outstanding as of June 30, 2023, were revalued as of period end for a fair value of $ 305,000 ,

with a decrease in the fair value of $ 50,000

recognized on the accompanying condensed consolidated Statement of Operations.

The fair value of the warrant liability was estimated

18,573,116 warrants outstanding as of September 30, 2023, were revalued as of period end for a fair value of $ 85,000 , with a decrease

in the fair value of $ 270,000 recognized on the accompanying condensed consolidated Statement of Operations.

The fair value of the warrant

liability was estimated using Black Scholes Model, with the following inputs:

a risk-free interest rate ranging from 3.81 % to 4.80 %;

and expected volatility of the Company’s common stock ranging from 109.2 % to 115.3 % and the remaining terms of each warrant issuance.

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

in the fair value of $ 1,876,000 recognized on the accompanying condensed consolidated Statement of Operations.

The fair value was estimated

using Black Scholes Model, with the following inputs:

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

a risk-free interest rate ranging from 3.89 %

and expected volatility of the Company’s common stock ranging from 108.4 %

and the remaining terms of each warrant issuance.

The 18,506,429

warrants outstanding as of June 30, 2022, were revalued as of period end for a fair value of $ 2,008,000 ,

with a decrease in the fair value of $ 1,915,000

recognized on the accompanying condensed consolidated Statement of Operations.

The fair value was estimated using Black Scholes

Model, with the following inputs:

the price of the Company’s common stock of $ 0.12 ;

a risk-free interest rate of 3.01 %,

the expected volatility of the Company’s common stock ranging from 182.4 %

the estimated remaining term, a dividend rate of 0 %,

a risk-free interest rate

of 4.06 % to 4.25 %, the expected volatility of the Company’s common stock ranging from 124.6 % to 174.8 %;

the estimated remaining

term, a dividend rate of 0 %,

9 – RELATED PARTY TRANSACTIONS

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During the year ended March 31, 2022, $ 200,000 was paid each to the President and CTO, with

a total of $ 200,000 remaining in accrued expenses, related parties, as of June 30, 2023 and March 31, 2023.

a total of $ 200,000 remaining in accrued expenses, related parties, as of September 30, 2023 and March 31, 2023.

July 10 through July 17, 2023, the Company received $ 140,000 in proceeds from the issuance of three promissory notes with related parties.

The notes bear interest at 10 % and have maturity dates one year from the issuance date.

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

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

For the three months ended June 30, 2023, the interest expense was $ 3,500 .

As of June 30, 2023 and March 31, 2023, the accrued

interest was approximately $ 26,000 and $ 22,000 , respectively.

the three and six months ended September 30, 2023, the interest expense for the related party promissory notes was $ 9,301 and $ 15,551

and $ 3,522 and $ 3,522 , respectively.

As of September 30, 2023 and March 31, 2023, the accrued interest related to the related party promissory

notes was approximately $ 36,000 and $ 22,000 , respectively.

NaturalShrimp

4 unchanged sentences

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

The outstanding balance is approximately $ 77,000 as of both June 30, 2023 and March

As of both June 30, 2023 and March 31, 2023, accrued interest payable was approximately $ 74,000 .

The outstanding balance is approximately $ 77,000 as of both September 30, 2023 and

March 31, 2023.

As of both September 30, 2023 and March 31, 2023, accrued interest payable was approximately $ 74,000 .

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

4 unchanged sentences

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

June 30, 2023 and March 31, 2023, and is classified as a current liability on the unaudited condensed consolidated balance sheets.

of June 30, 2023 and March 31, 2023, accrued interest payable was approximately $ 146,000 .

September 30, 2023 and March 31, 2023, and is classified as a current liability on the unaudited condensed consolidated balance sheets.

As of September 30, 2023 and March 31, 2023, accrued interest payable was approximately $ 146,000 .

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 June 30, 2023 and March 31, 2023 was $ 54,647 and is classified as a current

The balance of these notes at September 30, 2023 and March 31, 2023 was $ 54,647 and is classified as a current

liability on the unaudited condensed consolidated balance sheets.

1 unchanged sentence

The lease commenced on August 1, 2021

2021 for a monthly rent of $ 7,000 ,

and will terminate on October

31, 2025 , for one of the spaces, and commence in the second half of 2022 for monthly rent of $ 1,727 ,

and terminate on October

31, 2025 , for the second space.

for a monthly rent of $ 7,000 , and will terminate on October 31, 2025 , for one of the spaces, and commence in the second half of 2022

for monthly rent of $ 1,727 , and terminate on October 31, 2025 , for the second space.

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 condensed consolidated balance sheet.

assessed its new office lease as an operating lease.

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 condensed consolidated balance sheet.

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

inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $ 316,000 , based on the net present value of

7 unchanged sentences

a term similar to the lease term.

The Company estimated its rate based on observable risk-free interest rate and credit spreads for

commercial debt of a similar duration as to what rate would have been effective for the Company.

The Company estimated its rate based on observable risk-free interest rate and credit spreads for commercial

debt of a similar duration as to what rate would have been effective for the Company.

September 8, 2021, the Company entered into an equipment lease agreement for VOIP phone equipment.

5 unchanged sentences

lease payments for the lease term, using an incremental borrowing rate of 5.75 %.

following is a schedule of maturities of lease liabilities as of June 30, 2023:

following is a schedule of maturities of lease liabilities as of September 30, 2023:

OF MATURITIES OF LEASE LIABILITIES

30 unchanged sentences

other name as shall be designated by the Company.

noted in Notes 6 and 7, the Company entered into Restructuring Agreements as required in the Merger Agreement.

On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement.

12 – SUBSEQUENT EVENTS

July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement pursuant to Section 10.2(b) thereof

6 unchanged sentences

Merger Agreement will not conflict with its organizational documents.

The Company also cited delays in the SEC

registration process that are attributable to Yotta, which breached its covenant pursuant to the Merger Agreement to use its reasonable

best efforts to take all actions reasonably necessary or advisable to consummate the transactions contemplated by Merger Agreement as

promptly as reasonably practicable.

As of August 16, 2023, Yotta has not responded to the Company’s notice

of termination.

On July 10 through

July 17, 2023, the Company received $ 140,000 in proceeds from the issuance of three promissory notes with related parties.

bear interest at 10 % and have maturity dates one year from the issuance date.

On July 24, 2023, the Company entered

into a Securities Purchase Agreement for the additional sale of 156 shares of Series E Preferred Stock at a price of $ 1,000 per share

of Preferred Stock, for a total of $ 156,000 .

The Series E Preferred Stock will earn a dividend of 12 % per annum, for as long as the relevant

Preferred Stock has not been redeemed or converted.

Dividends are to be paid quarterly, and at the Company’s discretion, in cash

or Preferred Stock calculated at the purchase price.

The Company also cited delays in the SEC registration process that

are attributable to Yotta, which breached its covenant pursuant to the Merger Agreement to use its reasonable best efforts to take all

actions reasonably necessary or advisable to consummate the transactions contemplated by Merger Agreement as promptly as reasonably practicable.

Per the Merger Agreement, if one of the parties validly terminates the Merger Agreement there will be a Breakup Fee of $ 3,000,000 to

be paid to them by the other party.

The Breakup Fee is not intended to be a penalty, but instead is liquidated damages to compensate

the party which requests the termination, to not have any further liability with respect to the Merger Agreement.

As of this filing date,

Yotta has not responded to the Company’s notice of termination and the Company has not sought payment of the Breakup Fee beyond

the July 20 th notice.

12 – SUBSEQUENT EVENTS

Shares Issued to Employees

October 10, 2023, a new employee was issued 50,000 shares of common stock as a signing bonus with a total fair value of $ 1,100 , based

on the market price of $ 0.02250 on the grant date.

to the period end, in October 2023, the Company sold 10,443,858 shares of common stock at a net amount of approximately $ 166,000 , at

share prices of $ 0.02 , in relation to the Equity Financing Agreement.

In addition, on October 31, 2023, the Company issued GHS 7,868,985

shares of common stock, for no purchase price, as consideration resulting from GHS receiving a phishing email informing them to wire

a purchase price to an incorrect bank, resulting in the Company not receiving the wire and for which GHS resent a second wire to the

Company’s correct bank.

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