What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-11-20 compared with 2023-08-18 · 278 added, 198 removed, 516 unchanged (48% of the section changed)

105 unchanged sentences

pollutants and is fed only the highest-quality feeds.

began making regular weekly sales of live shrimp from our Iowa production facility in November 2021 and from our Texas production

facility in June 2022.

Although our revenues were initially limited, our gross sales for the fiscal year ended March 31, 2023

increased significantly as compared to the fiscal year ended March 31, 2022.

The Company is using its aforementioned platform technologies to retrofit 344,000 square feet of its

existing Iowa facilities that we expect will, once fully operational, produce 18,000 pounds of shrimp per week.

We believe that the

combined output from our La Coste, Texas and Iowa facilities will be approximately 24,000 pounds of shrimp production per week by

the third or fourth calendar quarter of 2023.

We can, however, provide no assurances as to how significant our revenue will be in

the next one to two fiscal quarters.

began making regular weekly sales of live shrimp from our Iowa production facility in November 2021 and from our Texas production facility

in June 2022.

Although our revenues were initially limited, our gross sales for the fiscal year ended March 31, 2023 increased significantly

as compared to the fiscal year ended March 31, 2022.

The Company is using its aforementioned platform technologies to retrofit 344,000

square feet of its existing Iowa facilities that we expect will, once fully operational, produce 18,000 pounds of shrimp per week.

believe that the combined output from our La Coste, Texas and Iowa facilities will be approximately 24,000 pounds of shrimp production

per week by the third or fourth calendar quarter of 2024.

We can, however, provide no assurances as to how significant our revenue will

be in the next one to two fiscal quarters.

of Operations

of the Three Months Ended June 30, 2023 to the Three Months Ended June 30, 2022

had gross sales revenue of $205,872 and $36,336, respectively, during the three months ended June 30, 2023 and 2022, an increase of approximately

$170,000, or 467%.

increase in gross sales revenue during the three months ended June 30, 2023 over the prior period was a result of our sale of shrimp

to two customers directly during fiscal 2023 that had been made exclusively through a consultant during fiscal 2022 and the increased

production of shrimp available for sale, which resulted in us being able to sell more shrimp to meet existing demand.

Additionally, the

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

received the initial payment of $150,000.

had net revenues of $156,131 and $36,336, respectively, during the three months ended June 31, 2023 and 2022.

The increase in net revenues

for the first quarter of fiscal 2024 is the result of the increase in gross sales revenue, the inclusion of the contract for the use

of the Hydrenesis Technology and Equipment, offset by the cost of sales in the first quarter of fiscal 2024.

of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022

had gross sales revenue of $58,010 and $51,725, respectively, during the three months ended September 30, 2023 and 2022, an increase

of approximately $6,000, or 12%.

increase in gross sales revenue during the three months ended September 30, 2023 over the same period in the prior year was a result

of the revenue recognized in the current quarter of the first monthly $25,000 service fee connected to the contract for the use of the

NSI Technologies, with a decrease in the sale of shrimp over the same period last year.

In the same period in the prior year our sale

of shrimp to two customers directly during fiscal 2023 that had been made exclusively through a consultant during fiscal 2022 and the

increased production of shrimp available for sale, which resulted in us being able to sell more shrimp to meet existing demand.

had net revenues of $7,010 and $51,725, respectively, during the three months ended September 30, 2023 and 2022.

The decrease in net

revenues for the second quarter of fiscal 2024 is the result of the decrease in gross sale of shrimp revenue, with the inclusion of the

NSI Technologies $25,000 monthly payment, offset by the cost of sales in the second quarter of fiscal 2024, which was not recognized

during the prior period.

of sales includes direct costs related to the production and sale of our products, primarily the cost of the post-larva shrimp that we

purchase to grow into our shrimp product at our facilities and the costs of shipping purchase orders to customers.

Cost of sales were

$49,741 and $0, respectively, during the three months ended June 30, 2023 and 2022.

following table summarizes the various components of our operating expenses for each of the three months ended June 30, 2023 and 2022:

Three Months Ended June 30,

Additionally, in the

current period, there is the cost of sales related to the contract for the use of the NSI Technology, which is approximately $25,000.

Cost of sales were $51,000 and $0, respectively, during the three months ended September 30, 2023 and 2022.

following table summarizes the various components of our operating expenses for each of the three months ended September 30, 2023 and

Three Months Ended

September 30,

Salaries and related expenses

3 unchanged sentences

Research and development

expenses for the three months ended June 30, 2023 were $2,459,018, which is a 15.9% decrease over operating expenses of $2,923,140 for

the same period in 2022.

The overall change in expenses is mainly the result of decreases in facility operations relating to the progress

of the commercial operations in the new plant in Iowa as well as in Texas, and the fact that some facility operations now being considered

as cost of revenue.

Additionally, as a result of the production of the shrimp there was not any research and development in the current

Salaries increased by approximately $69,000 for additional employees.

Professional fees decreased by approximately $123,000,

due to increased attorneys work with the Company on equity offerings and SEC filings, as well as consultant and accounting fees, in the

expenses for the three months ended September 30, 2023 were $3,365,779, which is a 23.8% increase over operating expenses of $2,717,751

for the same period in 2022.

The overall change in expenses is mainly the result of the termination of the Merger Agreement, and therefore

the expense of the previous Deferred offering costs of $1,394,366, which resulted in an increase in professional services expense.

increase was offset by decreases in the current period where there was an approximately $331,000 decrease in facility operations relating

to the progress of the commercial operations in the new plant in Iowa as well as in Texas, and the fact that some facility operations

now being considered as cost of revenue.

Additionally, general and administrative expenses decreased by approximately $169,000 in the

current period, as well as the salaries being decreased by approximately $44,000.

Lastly, we did not pay our rent in the current period,

but instead used the prepaid deposit against the rent expense.

Income (Expense)

following table summarizes the various components of our other income (expense) for each of the three months ended September 30, 2023

September 30,

Interest expense

Interest expense – related parties

Amortization of debt discount

Change in fair value of derivative liability

(18,241,000 )

Change in fair value of warrant liability

Loss due to fire

Change in fair value of restructured notes

Gain on sale of machinery and equipment

$ (21,862,319 )

Income(expense) for the three months ended September 30, 2023, increased approximately $22,045,000 into Other income, from the same period

in the prior year, due almost entirely to the restructuring of the convertible and August note, which resulted in the removal of the

derivative related to the conversion feature and the debt discount as a result of the accounting treatment as an extinguishment of debt.

This resulted in the prior period of a decrease in a fair value of derivative liability of $18,241,000, and the full amortization of

the related debt discounts of $2,136,389.

Further, due to the election to account for the restructured notes under the fair value option,

in the current period there is a change in fair value of the restructured notes, and the interest expense is not recognized separately

in the condensed consolidated statement of operations but included in the change in fair value of the restructured notes.

Additionally,

in the prior period there was a loss due to a fire which occurred on July 3, 2022, in our building containing the water treatment and

purification system in La Coste, Texas.

Company originally recognized the warrant liability in December 2021 and revaluates it at each period-end.

The decrease in the fair value

for the three months ended September 30, 2023, as compared to the prior year end, resulted in a $220,000 recognition as income during

the three months ended September 30, 2023, compared to an increase in fair value as of September 30, 2022, which resulted in $39,000

in expense during the three months ended September 30, 2022.

of the Six Months Ended September 30, 2023 to the Six Months Ended September 30, 2022

had gross sales revenue of $263,882 and $88,061, respectively, during the six months ended September 30, 2023 and 2022, an increase of

approximately $176,000, or 200%.

increase in gross sales revenue during the six months ended September 30, 2023 over the prior period was a result mainly of the Company

entering into a six-month agreement with a company for the use of the Hydrenesis Technology and Equipment on May 21, 2023, for an initial

payment of $150,000 and the receipt of the first monthly payment of $25,000.

had net revenues of $163,141 and $88,061, respectively, during the six months ended September 30, 2023 and 2022.

The increase in net

revenues for the six months ended September 30, 2023 is the result of the increase in gross sales revenue, with the inclusion of the

NSI Technologies contract, offset by the cost of sales in the six months ended September 30, 2023, which was not recognized during the

prior period.

The depreciation in the three months ended June 30, 2023, decreased due to the progressed fixed assets as well as the movement

of construction in process to fixed assets, in the two plants.

of sales includes direct costs related to the production and sale of our products, primarily the cost of the post-larva shrimp that we

purchase to grow into our shrimp product at our facilities and the costs of shipping purchase orders to customers.

Additionally, in the

current six-month period, there is the cost of sales related to the contract for the use of the NSI Technologies, which is approximately

Cost of sales were $100,741 and $0, respectively, during the six months ended September 30, 2023 and 2022.

following table summarizes the various components of our operating expenses for each of the six months ended September 30, 2023 and September

Six Months Ended

September 30,

Salaries and related expenses

Professional fees

Other general and administrative expenses

Facility operations

Research and development

expenses for the six months ended September 30, 2023 increased $183,906, or 3.3%, compared to the same period in 2022, primarily

due to an increase in professional fees as a result of the termination of the Merger Agreement which caused the expense of the previous

Deferred offering costs of $1,394,366.

There was also a slight increase of approximately $26,000 for additional salaries for new employees.

These increases were offset by decreases in the current period where there was an approximately $504,000 decrease in facility operations

relating to the progress of the commercial operations in the new plant in Iowa as well as in Texas, and the fact that some facility operations

now being considered as cost of revenue.

The general and administrative expenses decreased by approximately $138,000 in the current period.

Additionally, as a result of the production of the shrimp there was not any research and development in the current period.

rent expense decreased by approximately $60,000 as we did not pay our rent in the current period, but instead used the prepaid deposit

against the rent expense.

income (expense)

following table summarizes the various components of our other income (expenses) for each of the three months ended June 30, 2023 and

Three Months Ended

following table summarizes the various components of our Other income(expense) for each of the six months ended September 30, 2023 and

September 30, 2022:

Six Months Ended

September 30,

Interest expense

$ (1,081,663 )

Interest expense - related parties

1 unchanged sentence

Change in fair value of derivative liability

(16,927,000 )

Change in fair value of warrant liability

Change in fair value of restructured notes

Extension fee

Loss due to fire

Gain on sale of machinery and equipment

expense for the three months ended June 30, 2023, decreased approximately $682,000, or 99.4%, from the same period in the prior year,

almost entirely restructuring of the convertible and August note, due to the removal of the derivative related to the conversion feature

and the debt discount as a result of the accounting treatment as an extinguishment of debt.

Further, due to the election to account for

the restructured notes under the fair value option, in the current period there is a change in fair value of the restructured notes,

and the interest expense is not recognized separately in the statement of operations but included in the change in fair value of the

restructured notes.

Additionally, there was an extension fee related to the delay in the Merger Agreement closing in the current period.

$ (21,175,691 )

Income (expense) for the six months ended September 30, 2023, increased approximately $21,362,000 into Other income, from the same period

in the prior year, due almost entirely to the restructuring of the convertible and August note, which resulted in the removal of the

derivative related to the conversion feature and the debt discount as a result of the accounting treatment as an extinguishment of debt.

Therefore, while there is no change in fair value of a derivative liability or amortization of debt discount in the six months ended

September 30, 2023, in the six months ended September 30, 2022 there is a decrease in a fair value of derivative liability of $16,927,000,

and amortization of the debt discounts of $4,176,389.

Further, due to the election to account for the restructured notes under the fair

value option, in the current period there is a change in fair value of the restructured notes, and the interest expense is not recognized

separately in the condensed consolidated statement of operations but included in the change in fair value of the restructured notes.

Company originally recognized the warrant liability in December 2021 and revaluates it at each period-end.

The decrease in the fair value

for the three months ended June 30, 2023, as compared to the prior year end, resulted in a $50,000 recognition as income during the three

months ended June 30, 2023, compared to a decrease in fair value as of June 30, 2022, which resulted in $1,915,000 in income during the

three months ended June 30, 2022.

for the six months ended September 30, 2023, as compared to the prior year end, resulted in a $270,000 recognition as income during the

six months ended September 30, 2023, compared to an increase in fair value as of September 30, 2022, which resulted in $1,876,000 in

expense during the six months ended September 30, 2022.

July 3, 2022, the Company’s building containing its water treatment and purification system in La Coste, Texas was completely destroyed

This resulted in the $863,117 loss due to fire recognized in the six months ended September 30, 2022.

Financial Condition and Capital Resources

of June 30, 2023, we had cash on hand of approximately $70,000 and working capital deficiency of approximately $8,781,000, as compared

of September 30, 2023, we had cash on hand of approximately $47,000 and working capital deficiency of approximately $10,597,000, as compared

to cash on hand of approximately $216,000 and a working capital deficiency of approximately $9,339,000 as of March 31, 2023.

capital for the three months ended June 30, 2023, as compared to the March 31, 2023 year end is not significantly different, with solely

an increase (a reduced working capital deficiency) of 6.0%.

This is mainly due to the decrease in cash on-hand, and slight increases

in other current assets , offset by a decrease in current liabilities from the reclass of the accrued interest into the inclusion in

the line item for the fair value of the restructured notes.

capital deficiency for the six months ended September 30, 2023, as compared to the March 31, 2023 year end has an increase (a reduced

working capital deficiency) of 13.5%.

This is mainly due to the decrease in cash on-hand and current period expense of the previous Deferred

offering costs, offset by a slight decrease in current liabilities from the reclass of the accrued interest into the inclusion in the

line item for the fair value of the restructured notes offset by new promissory notes.

Capital Deficiency

following table summarizes our working capital deficiency at of June 30, 2023 and March 31, 2023:

following table summarizes our working capital deficiency as of September 30, 2023 and March 31, 2023:

September 30,

Current assets

3 unchanged sentences

$ (9,339,412 )

assets decreased mainly because of the use of the cash on hand.

This was offset by an increase in deferred offering costs, relating to

the Merger Agreement.

The decrease in current liabilities is primarily due to the reclass of the accrued interest on the restructured

notes into the line item for the fair value of the restructured notes, which only the Restructured August note payable is in the current

liabilities, off set by the increase in accrued expenses to related parties and the fair value of the Restructured August note.

following table summarizes our cash flows for the three months ended June 30, 2023 and 2022:

Three months Ended June 30,

assets decreased mainly as the deferred offering costs relating to the Merger Agreement were no longer to be recognized as a current

asset based on the Merger termination and were expensed in July 2023.

Additionally, the assets decreased because of the use of the cash

The decrease in current liabilities is primarily due to the reclass of the accrued interest on the restructured notes into the

line item for the fair value of the restructured notes, which only the Restructured August note payable is in the current liabilities,

off set by the increase in accrued expenses to related parties and the fair value of the Restructured August note.

following table summarizes our cash flows for the six months ended September 30, 2023 and 2022:

Six months Ended

September 30,

Net cash used in operating activities

1 unchanged sentence

$ (3,630,503 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

1 unchanged sentence

$ (1,172,613 )

cash used in operating activities during the three months ended June 30 2023, was approximately $654,000 less as compared to the same

period in 2022.

The decrease in cash used is primarily due to the decrease in prepaid expenses and an increase in accrued expense for

related parties, which is accrued payroll.

Additionally, there was less of an increase in accounts payable during the three months ended

June 30, 2023 compared to the same period in the three months ended June 30, 2022, which reflects an additional use of cash during 2022.

net cash used in investing activities in the three months ended June 30, 2023 decreased by approximately $471,000 compared to the same

period in the prior fiscal year.

During the current period cash was only used to purchase approximately $39,000, as compared to cash

used to purchase fixed assets which consists of approximately $491,000 for the prior year period.

cash used in operating activities during the six months ended September 30, 2023, was a decrease of approximately $1,430,000 as compared

to the same period in 2022.

The decrease in cash used is primarily due to the current period expense of the deferred offering costs of

$1,336,263 due to the termination of the Merger Agreement, as well as a decrease in prepaid expenses and an increase in accrued expense

for related parties, which is accrued payroll.

Additionally, there was accrued interest activity in the prior six-month period, but no

accrued interest activity in the current six-month period.

net cash provided by investing activities in the six months ended September 30, 2023 increased by approximately $219,000 compared to

net cash used by investing activities for the same period in the prior fiscal year.

During the current period cash was only used to purchase

approximately $49,000 and offset by $59,000 received for the sale of machinery and equipment as compared to only cash used to purchase

fixed assets which consists of approximately $208,000 for the prior year period.

net cash provided by financing activities decreased by approximately $646,000 between periods.

For the current period, the Company received

approximately $1,299,000 for the sale of shares of common stock.

In the same period in the prior year the Company received $1,500,000

that had been held in escrow from the convertible note they entered into in December of 2021.

cash position was approximately $70,000 as of June 30, 2023.

Management believes that our cash on hand and working capital deficit are

not sufficient to meet our current anticipated cash requirements for additional anticipated capital expenditures, operating expenses

approximately $1,755,000 for the sale of shares of common stock, $150,000 from the sale of Series E Preferred Shares and $140,000 from

promissory notes with related parties.

In the same period in the prior year the Company received $4,865,000 from the original August

promissory note, $1,500,000 that had been held in escrow from the convertible note they entered into in December of 2021, and $250,000

proceeds from related party promissory notes.

This was offset in the six months ended September 30, 2022, by the removal of $3,900,000

that had been held in escrow upon the restructuring of the August promissory note.

cash position was approximately $47,000 as of September 30, 2023.

Management believes that our cash on hand and working capital deficit

are not sufficient to meet our current anticipated cash requirements for additional anticipated capital expenditures, operating expenses

and scale-up of operations for the next twelve months.

3 unchanged sentences

The line of credit bears an interest rate of prime

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

plus 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 $9,580 at both June 30, 2022 and March 31, 2021.

was $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.

50% 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, 2022 and March 31, 2022.

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

Purchase Agreement

19 unchanged sentences

up to 50% of such financing, on the same terms, conditions and price otherwise provided for in such 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.

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

The 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.

13 unchanged sentences

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”)

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 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.

1 unchanged sentence

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.

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.

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 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 2023 Purchase Agreement.

The “Purchase Price”

means, with respect to a purchase made pursuant to the GHS 2023 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 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 2023 Purchase Agreement, has occurred and is continuing, the Company shall not

deliver to GHS any Purchase Notice.

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”);

5 unchanged sentences

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

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

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.

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 Note has an interest rate of 10% per annum, with a maturity

date nine months from the issuance date of the Note.

The 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 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 cash was not transferred to the Company’s

bank account, but instead to the merger entity, Yotta, for a contribution to a required extension fee for the Business Combination.

The Note has an interest rate of

10% per annum, with a maturity date nine months from the issuance date of the Note.

The 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 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

The cash was not transferred to the Company’s bank account, but instead to the merger entity, Yotta, for a contribution

to a required extension fee for the business combination.

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

2023 Promissory Note

6 unchanged sentences

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

As discussed in Note 12, the termination

was entered into subsequent to the period end.

The Merger Agreement was terminated,

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

2023 Promissory Note

4 unchanged sentences

cases without any action on the part of the Company.

As discussed in Note 12, the termination was entered into subsequent to the period

The Merger Agreement was terminated, and management believes the promissory note

will be settled in the Breakup Fee.

Promissory Note

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The August Note has an annual interest rate of 12% and was to mature

on May 17, 2023.

nine months from the effective date.

The August Note carried an original issue discount (“OID”) totaling $433,333 and a transaction expense amount

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portion of the outstanding balance being paid.

conjunction with the Merger Agreement, the Company entered into a Restructuring Agreement with respect to 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 does not occur on or before December 31, 2022, the then-current outstanding balance

will be increased by 2% and will increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and

(iii) the outstanding balance of the August Note may be increased by 5% to 15% upon the occurrence of an event of default or failure

to obtain Streeterville’s consent or notify Streeterville for certain major equity related transactions.

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

conjunction with the Merger Agreement, the Company entered into a Restructuring Agreement with respect to 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 does not occur on or before December 31, 2022, the then-current

outstanding balance will be increased by 2% and will increase by 2% every 30 days thereafter until the Closing or termination of the

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

of default or failure to obtain Streeterville’s consent or notify Streeterville for certain major equity related transactions.

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

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

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embedded derivatives and was required to be bifurcated.

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 condensed consolidated statement of operations.

Note — related parties

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 entered into a loan agreement for an aggregate of $300,000 with six related parties, which is to be considered

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from the date of the note.

For the year ended March 31, 2023, the interest expense was $22,270.

For 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.

issued the Convertible Note in December 2021.

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by 2% every 30 days thereafter until the closing of the Business Combination or the termination of the Merger Agreement.

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

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

As of August 16, 2023,

Yotta has not responded to the Company’s notice of termination.

of June 30, 2023, the Merger had 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.

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

to be paid in full no later than June 30, 2024.

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.

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

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and were required to be bifurcated.

We revalued the Restructured Senior Note 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 Statement of Operations.

We revalued the Restructured Senior Note 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 condensed consolidated statement of operations.

E Preferred Stock and Warrant

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E Preferred Stock into shares of common stock.

On May 1, 2023, the holder 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.

30, 2023 there were 1,500 shares of Series E Preferred Stock remaining outstanding.

November 5, 2022, the Company entered a restructuring agreement with the holders of the Series E Preferred Stock whereby the Series E

Preferred Stock and the warrants outstanding, including all holders of the warrants (in Note 13 in the consolidated financial statement

footnotes) as of the closing date of the Business Combination will have their terms adjusted.

The outstanding warrants will be (i) 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’s common stock during the five trading day period

immediately prior to the closing date of the Business Combination (the “Adjusted Exercise Price”) or (ii) as of the effective

time of the Business Combination, 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 shares of common stock underlying the warrants on the closing date

of the Business Combination and the Adjusted Exercise Price, with the shares of the Company’s common stock that would have been

due to the holder as a result of such exercise of the warrant treated as if issued to the holder and then converted into the right to

receive (A) the Closing Per Share Merger Consideration (as defined in the Merger Agreement) plus (B) 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.

The shares of Series E Preferred Stock that are outstanding immediately prior to the effective time of the Business Combination will

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 of the Business Combination.

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 will be treated as issued to holder and converted, as of the effective time of the Business Combination,

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.

On May 1, 2023, the holder 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.

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.

of September 30, 2023 there were 1,656 shares of Series E Preferred Stock remaining outstanding.

April 14, 2021, NaturalShrimp entered into a securities purchase agreement with GHS to sell to GHS:

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Concern and Management Liquidity Plans

consolidated financial statements have been prepared assuming that it will continue as a going concern.

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.

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 three months ended June 30, 2023, the Company received net cash

proceeds of approximately $1,299,000 from the sale of common shares.

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

from the issuance of promissory notes, related parties.

condensed consolidated financial statements have been prepared assuming that it will continue as a going concern.

For the six months

ended September 30, 2023, the Company had a net loss available for common stockholders of approximately $5,418,000.

As of September 30,

2023, the Company had an accumulated deficit of approximately $172,9582,000 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 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, 2023, the Company

received net cash proceeds of approximately $1,865,000 from the sale of common shares.

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

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

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

the holder’s option into approximately 868,264,000 underlying common shares, 1,500 of Series E Redeemable Convertible Preferred

For 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

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would be anti-dilutive.

For 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

For the three 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

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retail establishments and seafood distributors.

Additionally, the Company will sell or rent either the Hydrenesis Technologies or Equipment.

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

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

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recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the quarter

ended June 30, 2023.

ended September 30, 2023.

Issued Accounting Standards

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

the period ending June 30, 2023, there were several new accounting pronouncements issued by the Financial Accounting Standards Board.

the period ending September 30, 2023, there were several new accounting pronouncements issued by the Financial Accounting Standards Board.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis