What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-02-14 · 320 added, 427 removed, 753 unchanged (50% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

December 31, 2023

June 30, 2024

March 31, 2024

2 unchanged sentences

Prepaid expenses

Deferred offering costs

Total current assets

Fixed assets, net

Construction-in-process

License Agreement, net

9 unchanged sentences

Accrued expenses - related parties

Contract liability

Short-term note and lines of credit

Notes payable

Restructured Senior note payable

Restructured August note payable

5 unchanged sentences

Total current liabilities

Restructured Senior note payable

Note payable, less current maturities

Lease liability, non-current

1 unchanged sentence

Commitments and contingencies (Note 11)

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

Series G Redeemable Convertible Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 145 and 0 shares issued and outstanding at December 31, 2023 and March 31, 2023, respectively

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 June 30, 2024 and March 31, 2024, respectively

Series F Redeemable Convertible Preferred stock, $ 0.0001 par value, 750,000 shares authorized, 750,000 shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively

Series G Redeemable Convertible Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 645 and 445 shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively

Temporary 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 December 31, 2023 and March 31, 2023, respectively

Common stock, $ 0.0001 par value, 1,400,000,000 shares authorized, 994,965,427 and 803,123,748 shares issued and outstanding at December 31, 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 June 30, 2024 and March 31, 2024, respectively

Common stock, $ 0.0001 par value, 1,400,000,000 shares authorized, 1,192,874,082 and 1,116,482,063 shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively

Additional paid in capital

11 unchanged sentences

Consolidated STATEMENTS OF OPERATIONS

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

For the Three Months Ended

For the Nine Months Ended

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

June 30, 2024

June 30, 2023

For Three Months Ended

June 30, 2024

June 30, 2023

Cost of sales

1 unchanged sentence

General and administrative

Research and development

Facility operations

3 unchanged sentences

( 2,302,887 )

( 7,935,000 )

( 8,609,365 )

Other income (expense):

Interest expense

( 1,674,994 )

Interest expense - related parties

Interest expense

Amortization of debt discount

( 5,019,883 )

Change in fair value of derivative liability

Change in fair value of warrant liability

Change in fair value of restructured notes

( 3,180,000 )

( 1,594,515 )

( 2,512,366 )

( 1,594,515 )

Loss due to fire

Gain on extinguishment of debt

Change in fair value of restructured notes payable

Extension fee

Gain on termination of lease

Gain on sale of machinery and equipment

(Loss) gain on sale of machinery and equipment

Total other income (expense), net

( 3,128,720 )

( 2,412,034 )

( 2,943,455 )

Income (loss) before income taxes

( 5,402,064 )

Loss before income taxes

( 2,802,548 )

1 unchanged sentence

Provision for income taxes

Net income (loss)

( 2,802,548 )

( 2,298,431 )

( 11,552,820 )

Amortization of beneficial conversion feature on Preferred shares -

Accretion on Preferred shares

Net income(loss) available for common stockholders

$ ( 5,470,980 )

Net loss available for common stockholders

$ ( 2,925,945 )

$ ( 2,703,256 )

Income(Loss) per share (Basic )

Income(Loss) per share (Diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic)

WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted)

Loss per share (Basic and Diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)

1,167,281,937

2 unchanged sentences

Consolidated STATEMENT of CHANGES IN SHAREHOLDERS’ DEFICIT

the three months ended June 30, 2024 and 2023

Series A Preferred stock

4 unchanged sentences

$ ( 183,791,156 )

Common stock issued for legal settlement to NSH shareholders

Issuance of common shares under financing agreement

Conversion of Series E Preferred Shares to common stock

Dividends payable on Series E Preferred Shares

Common stock issued to consultants

( 56,876,421 )

( 2,298,431 )

Balance June 30, 2023

$ 123,554,174

$ ( 170,236,548 )

( 46,261,209 )

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 )

Issuance of common shares under financing agreement

Shares issued upon exchange of Partitioned Note

Common stock issued to employee

Common stock issued to consultants

Dividends payable on Series E Preferred Shares

Accretion on Series E Preferred shares

Accretion on Series G Preferred shares

( 5,402,064 )

Accretion of Series E Preferred stock

Accretion on Series G Preferred stock

Dividends payable on Preferred stock

( 2,802,548 )

Balance December 31, 2023

( 2,802,548 )

Balance June 30, 2024

1,192,874,082

$ 127,046,949

Balance March 31, 2022

$ ( 186,717,101 )

( 59,216,527 )

Common stock issued for legal settlement to NSH shareholders

Balance March 31, 2023

$ 121,156,733

Conversion of Series E PS to common stock

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

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, to be paid from revenue earned

Common stock vested to consultants

$ ( 167,533,292 )

( 45,689,165 )

Balance June 30, 2022

$ 121,156,733

2 unchanged sentences

Common stock issued for legal settlement to NSH shareholders

Issuance of common shares under financing agreements

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

Dividends payable on Series E Preferred Shares

Common stock issued to consultants

( 2,298,431 )

Issuance of common shares under financing agreement

Amortization of beneficial conversion feature related to Series E Preferred Shares

Accretion of Series E Preferred Shares

Dividends payable on Preferred Shares

Common stock vested to consultants

Net income (loss)

Balance December 31, 2022

Balance June 30, 2023

$ 123,554,174

7 unchanged sentences

Consolidated STATEMENTS OF CASH FLOWS

December 31, 2023

December 31, 2022

For the Nine Months Ended

December 31, 2023

December 31, 2022

June 30, 2024

June 30, 2023

Three Months Ended

June 30, 2024

June 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Amortization expense

Amortization of debt discount

Change in fair value of derivative liability

Change in fair value of warrant liability

( 3,031,000 )

Change in fair value of restructured notes payable

Extension fee

Financing costs

Gain on extinguishment of debt

( 1,883,089 )

Gain on sale of machinery and equipment

(Loss) gain on sale of machinery and equipment

Shares issued for services

Amortization of operating lease right-of-use assets

Gain on termination of lease

Loss due to fire

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Prepaid expenses

Deferred offering costs

2 unchanged sentences

Accrued expenses - related parties

Accrued interest

Accrued interest - related parties

Contract liability

Operating lease liabilities

1 unchanged sentence

( 1,400,898 )

( 3,884,764 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for fixed assets

( 2,430,186 )

Cash received for sale of machinery and equipment

Cash used in investing activities

( 1,730,186 )

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, receipt from escrow

Escrow account in relation to the proceeds from promissory notes

Proceeds from sale of Series E Preferred Shares

Proceeds from sale of Series G Preferred Shares

1 unchanged sentence

NET CHANGE IN CASH

( 1,592,176 )

CASH AT BEGINNING OF PERIOD

2 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Construction in process transferred to fixed assets

Shares issued upon conversion of Preferred stock

Shares issued upon exchange of Partitioned Note

Dividends on Series E Preferred stock

4 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE NINE MONTHS ENDED DECEMBER 31, 2023

THE THREE MONTHS ENDED JUNE 30, 2024

1 – NATURE OF THE ORGANIZATION AND BUSINESS

19 unchanged sentences

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

For the nine months ended December

31, 2023, the Company had a net loss available for common stockholders of approximately $ 10,821,000 .

As of December 31, 2023, the Company

had an accumulated deficit of approximately $ 178,426,000 and a working capital deficit of approximately $ 10,406,000 .

These factors raise

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

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

financing to meet short and long-term operating requirements.

During the nine months ended December 31, 2023, the Company received net

cash proceeds of approximately $ 2,323,000 from the sale of common shares (See Note 8), $ 150,000 from the sale of Series E Preferred stock,

$ 97,000 from the sale of Series G Preferred stock and the Company received $ 140,000 proceeds from the issuance of promissory notes, related

Subsequent to period end, the Company received approximately $ 248,000 for the sale of common shares and $ 97,000 from the sale

of Series G Preferred stock (See Note 12).

For the three months ended June 30, 2024, the Company had

a net loss available for common stockholders of approximately $ 2,926,000 .

As of June 30, 2024, the Company had an accumulated deficit

of approximately $ 186,717,000 and a working capital deficit of approximately $ 39,417,000 .

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, 2024, the Company received net cash proceeds of approximately

$ 486,000 from the sale of common shares (See Note 8), and $ 200,000 from the sale of Series G Preferred stock.

Subsequent to period end,

the Company received approximately $ 42,000 for the sale of common shares and $ 100,000 from the sale of Series G Preferred stock (See

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

11 unchanged sentences

of Presentation

accompanying unaudited condensed financial information as of and for the three and nine months ended December 31, 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

accompanying unaudited condensed financial information as of and for the three months ended June 30, 2024 and 2023 has been prepared

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

of Regulation S-X.

2 unchanged sentences

consolidated operating results and cash flows for such periods.

Operating results for the three and nine months ended December 31, 2023

are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

Operating results for the three months ended June 30, 2024 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

3 unchanged sentences

and related notes should be read in conjunction with our audited financial statements for the year ended March 31, 2024 included in the

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

Company’s Annual Report on Form 10-K filed with the SEC on July 17, 2024.

condensed consolidated balance sheet at March 31, 2023 has been derived from the audited consolidated financial statements at that date

1 unchanged sentence

Consolidation

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 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.

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

NSC, NS Global and NAS, and owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company.

All significant intercompany

accounts and transactions have been eliminated in consolidation.

financial statements in conformity with US 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.

9 unchanged sentences

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

As of the nine months

ended December 31, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s

option into approximately 994,965,000 underlying common shares, 1,656 of Series E Redeemable Convertible Preferred shares whose approximately

As of the three months

ended June 30, 2024, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option

into approximately 1,192,874,000 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

3 unchanged sentences

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

As of the nine months ended December 31, 2022, the Company

had 5,000,000 shares of Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately

768,561,000 underlying common shares, 1,500 shares of Series E Redeemable Convertible Preferred shares whose approximately 5,143,000

underlying shares are convertible at the investors’ option at a fixed conversion price of $ 0.35 , and 170 shares of Series E Redeemable

Convertible Preferred shares whose approximately 2,775,000 underlying shares are convertible at the investors’ option at conversion

price of 90 % of the average of the two lowest market prices over the last 10 days, 750,000 shares of Series F Preferred Stock which would

be converted at the holders’ option into approximately 184,387,000 underlying common shares, and 18,573,116 warrants outstanding

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

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 the holder’s option into approximately 868,264,000 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.

Value Measurements

2 unchanged sentences

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

fair values, but GAAP provides an option to elect fair value accounting for these instruments.

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.

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.”

fair values, but US GAAP provides an option to elect fair value accounting for these instruments.

US 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.

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

6 unchanged sentences

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 December 31, 2023 and March 31, 2023.

Company did not have any Level 1 or Level 2 assets and liabilities at June 30, 2024 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 during the nine months ended December 31, 2023 and the year ended March 31, 2023:

following is a summary of activity of Level 3 during the nine months ended June 30, 2024 and the year ended March 31, 2024:

OF ACTIVITY OF DERIVATIVES AT FAIR VALUE

June 30, 2024

March 31, 2024

Warrant liability balance at beginning of period

Change in fair value

( 3,568,000 )

Balance at end of period

December 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following

June 30, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following inputs:

the price of the Company’s common stock of $ 0.011 ;

a risk-free interest rate ranging from 4.52 % to 4.71 %;

volatility of the Company’s common stock ranging from 109.9 % to 114.6 % 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

and expected volatility

of the Company’s common stock ranging from 128.3 % to 137.7 % and the remaining terms of each warrant issuance.

March 31, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following weighted-average

the price of the Company’s common stock of $ 0.011 ;

a risk-free interest rate of 3.81 % and expected volatility of the Company’s

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

OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE

a risk-free interest rate ranging from 4.40 % to 4.59 %, and expected

volatility of the Company’s common stock ranging from 124.8 % to 133.8 % and the remaining terms of each warrant issuance.

August and Senior Notes Payable

OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE

June 30, 2024

March 31, 2024

Restructured notes payable fair value at beginning of period

Reclass of accrued interest

Fair value of restructured notes payable upon Restructuring Agreement

Change in fair value

4 unchanged sentences

is based on the maturity dates, the interest of 12 %, the 15 % exit fee, the 2% appreciation fee for an estimated period, and a 45% and

40% present value factor , respectively as of December 31, 2023 and March 31, 2023.

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.

40% present value factor , respectively as of June 30, 2024 and March 31, 2024.

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

5 unchanged sentences

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

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

There were no cash equivalents at June 30, 2024 and March 31, 2024.

Concentration

3 unchanged sentences

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

As of December 31, 2023 and March 31, 2023, the Company’s cash balance exceeded

As of June 30, 2024 and March 31, 2024, the Company’s cash balance did not exceed

FDIC coverage.

4 unchanged sentences

OF ESTIMATED USEFUL LIVES

and Equipment

Machinery and Equipment

Furniture and Fixtures

and repairs are charged to expense as incurred.

15 unchanged sentences

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

For the three months ended December 31, 2023 and December

31, 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 nine months ended December 31, 2023 and December 31, 2022, the amortization of the patents was $ 292,500 and $ 292,500

and the amortization of the license rights was $ 810,000 and $ 810,000 , respectively.

For the three months ended June 30, 2024 and June 30, 2023,

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.

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 December 31, 2023, the Company believes the carrying value of the intangible

As of June 30, 2024, the Company believes the carrying value of the intangible

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

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Three months ended

Technology and equipment services

Total revenues

Nine months ended

June 30, 2024

June 30, 2023

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 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 December 31, 2023, the Company has received $ 250,000 , comprised of the initial

payment and $ 100,000 related to the monthly service fees which began September 1, 2023.

Issued Accounting Standards

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

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

of December 31, 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.

The Company adopted ASU 2020-06 as of April 1, 2024, which had no impact on its consolidated financial statements and related disclosures.

of June 30, 2024, there were a few 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 accompanying condensed consolidated balance sheet date of December 31, 2023, through

Company evaluates events that have occurred after the accompanying condensed consolidated balance sheet date of June 30, 2024, through

the date which the unaudited condensed consolidated financial statements were issued.

3 unchanged sentences

3 – FIXED ASSETS

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

summary of the fixed assets as of June 30, 2024 and March 31, 2024 is as follows:

OF FIXED ASSETS

June 30, 2024

March 31, 2024

Machinery and equipment

5 unchanged sentences

Fixed assets, net

unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 433,000 and $ 416,000 and $ 1,305,000

and $ 1,350,000 for the three and nine months ended December 31, 2023 and 2022, respectively.

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

three months ended June 30, 2024 and 2023, respectively.

4 – SHORT-TERM NOTE AND LINES OF CREDIT

1 unchanged sentence

The line of credit bears an interest rate of prime plus

25.9 basis points , which totaled 34.4 % as of December 31, 2023.

25.9 basis points , which totaled 34.4 % as of June 30, 2024.

The line of credit is unsecured.

The balance of the line of credit was $ 9,580

$ 9,580 at both December 31, 2023 and March 31, 2023.

at both June 30, 2024 and March 31, 2024.

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 18.5 % as of December 31, 2023.

10 basis points, which totaled 18.5 % as of June 30, 2024.

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

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

The balance of the line of credit is $ 10,237 at June 30, 2024 and March 31, 2024.

5 – NOTES PAYABLE

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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 17, 2023, the Company received an extension of the maturity date to June 30, 2024, for a $ 5,000

extension fee.

bank account, but instead to a planned merger entity, Yotta Acquisition Corporation, (“Yotta”) for a contribution to a required

extension fee for the business combination.

On November 17, 2023, the Company received an extension of the maturity date to June 30,

2024, for a $ 5,000 extension fee.

The maturity date has been further extended to August 15, 2024 .

November 8, 2023, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note.

6 unchanged sentences

$ 28,000 to be recognized as a financing expense.

January 17, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note.

In the Exchange Agreement

the remaining January 2023 Note was partitioned into a $ 99,450 new promissory note, leaving the original January 2023 Note with an adjusted

balance of $ 400,518 .

The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock.

The shares of common

stock issued had a fair value of $ 110,000 based on the market price of the shares of $ 0.011 on the execution date, resulting in an excess

of $ 10,550 to be recognized as a financing expense.

February 22, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note.

In the Exchange Agreement

the remaining January 2023 Note was partitioned into a $ 91,800 new promissory note, leaving the original January 2023 Note with an adjusted

balance of $ 313,718 .

The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock.

The shares of common

stock issued had a fair value of $ 190,000 based on the market price of the shares of $ 0.019 on the execution date, resulting in an excess

of $ 98,200 to be recognized as a financing expense.

April 3, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note.

In the Exchange Agreement the

remaining January 2023 Note was partitioned into a $ 92,700 new promissory note, leaving the original January 2023 Note with an adjusted

balance of $ 221,018 .

The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock.

The shares of common

stock issued had a fair value of $ 100,000 based on the market price of the shares of $ 0.010 on the execution date, resulting in an excess

of $ 7,300 to be recognized as a financing expense.

2023 Promissory Note

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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.

The Merger Agreement has been terminated in July 2023, and management believes the promissory note will be settled in the

2023 Promissory Note

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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.

The Merger Agreement has been terminated in July 2023, and

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

Williams Promissory Note

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

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

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

liabilities, on the condensed consolidated balance sheets.

Since the time after the year ended March 31, 2023, the Company has

not made the monthly payments.

The balance as of both June 30, 2024 and March 31, 2024 was $ 119,604 included in the Notes payable classified

in current liabilities, on the condensed consolidated balance sheets.

6 – RESTRUCTURED AUGUST NOTE PAYABLE

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

conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), on November 4,

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

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

The Restructured August Note decreased the principal to $1,748,667,

less an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications,

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

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

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

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

The Restructured August Note decreased the principal to $1,748,667, less

an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications, in

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

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

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of the Merger Agreement.

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

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

The maturity date has been further extended

to August 15, 2024 .

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

of the note .

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

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

flows under the terms of the original instrument.

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

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

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

will be accounted for at fair value until they are settled.

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

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

evaluated for embedded derivatives.

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

of embedded derivatives and were required to be bifurcated.

The August Note was revalued as of December 31, 2023 at approximately $ 2,410,000 ,

with a change in fair value of approximately $ 10,000 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 December 31, 2023, the accrued interest from the restructuring date, which is included in the fair value is approximately $ 342,000 .

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

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

the terms of the original instrument.

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

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

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

accounted for at fair value until they are settled.

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

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

for embedded derivatives.

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

derivatives and were required to be bifurcated.

The August Note was revalued as of June 30, 2024 at approximately $ 2,790,000 , with a

change in fair value of approximately $ 150,000 .

The August Note was revalued as of March 31, 2024 at approximately $ 2,640,000 , with a

change in fair value of approximately $ 240,000 in the current year recognized in the accompanying condensed Consolidated Statement of

As of June 30, 2024, the accrued interest from the restructuring date, which is included in the fair value is approximately

7 – RESTRUCTURED SENIOR NOTE PAYABLE

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These amendments

were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), The

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

Second, a Mandatory Payment was added

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

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

were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation.

The main modification

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

Second, a Mandatory Payment was added whereby within

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

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

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.

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 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).

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.

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 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”).

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.

On November 20, 2023, the Investor issued a waiver to the Company on the equal monthly payments, which are not currently required to

On July 3, 2024, the Investor

issued a waiver to the Company on the equal monthly payments, which are not currently required to be paid, through August 15, 2024.

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 December 31, 2023, the Company is in full compliance with the covenants and

Events of Default.

As of June 30, 2024, the Company is in full compliance with the covenants and Events

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

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The Restructured Senior Note was

revalued as of December 31, 2023 at approximately $ 24,700,000 , with a change in fair value of approximately $ 3,410,000 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

revalued as of June 30, 2024 at approximately $ 27,690,000 , with a change in fair value of approximately $ 570,000 recognized in the Company’s

accompanying condensed consolidated Statement of Operations.

The Restructured Senior Note was revalued as of March 31, 2024 at approximately

$ 27,120,000 , with a change in fair value of approximately $ 5,830,000 recognized in the Company’s accompanying condensed Consolidated

Statement of Operations.

As of December 31, 2023, the accrued interest from the restructuring date, which is included in the fair value

is approximately $ 4,937,000 .

As of June 30, 2024, the accrued interest from the restructuring date, which is included in the fair value is

approximately $ 6,463,000 .

8 – STOCKHOLDERS’ EQUITY

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

of December 31, 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, 750,000 shares of Series F preferred stock are

authorized with 750,000 outstanding, and 10,000 shares of Series G preferred stock are authorized with 145 outstanding, respectively.

of June 30, 2024 and March 31, 2024, 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 with 1,656 outstanding , 750,000 shares of Series F preferred stock are authorized with 750,000 outstanding, and

10,000 shares of Series G preferred stock are authorized with 645 and 445 outstanding, respectively.

G Preferred Stock

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price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA ;

or (ii) 100% of

the lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request,

or (ii) 100% of the

lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request,

subject to adjustment.

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and the Purchaser to purchase up to 400 shares of Series G Preferred Stock at a price of $ 1,000 per share in separate closings.

The Series G Preferred Stock will earn a dividend of 8 % 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.

On December 19, 2023, the Company received an initial tranche of $ 110,000 under the SPA, less $ 13,000 for legal and commission

G Preferred Stock will earn a dividend of 8 % 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.

On December 19, 2023, the Company received an initial tranche of $ 110,000 under the SPA, less $ 13,000 for legal and commission fees.

The $ 77,000 discount will be accreted up to the redemption price over the one-year period until redemption.

As of December 31,

January 24, 2024, the Company received a tranche of $ 100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $ 120,000 ,

less $ 3,000 for legal and commission fees.

The $ 23,000 discount will be accreted up to the redemption price over the one-year period

until redemption.

February 23, 2024, the Company entered into a consulting agreement in which it was required to issue the consultant a retainer fee to

be either $ 180,000 in cash or $ 200,000 in shares of the Company’s preferred stock.

The Company issued 200 of their Series G, with

a stated value of $ 240,000 .

The $ 40,000 discount will be accreted up to the redemption price over the one-year period until redemption.

April 23, 2024, the Company received a tranche of $ 100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $ 120,000 .

The $ 20,000 discount will be accreted up to the redemption price over the one-year period until redemption.

June 12, 2024, the Company received a tranche of $ 100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $ 120,000 .

The $ 20,000 discount will be accreted up to the redemption price over the one-year period until redemption.

July 10, 2024, the Company received a tranche of $ 100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $ 120,000 .

The $ 20,000 discount will be accreted up to the redemption price over the one-year period until redemption.

the three months ending June 30, 2024, the accretion for the Series G Preferred Stock was $ 39,000 .

During the year ending March 31, 2024,

the accretion for the Series G Preferred Stock was $ 38,000 .

E Preferred Stock

November 22, 2021, the Company entered into a securities purchase agreement (“SPA”) for 1,500 shares of the Company’s

Series E Preferred Stock, at a price of $ 1,000 per share for a purchase price of $ 1,500,000 , with a stated value of $ 1,200 per share,

dividends at the rate of twelve percent ( 12 %) per annum, payable quarterly.

and are convertible into shares of common stock at the election

of the holder of the Series E Preferred Stock at any time at a price of $ 0.35 per share.

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

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

As of December 31, 2023 the accretion for

the Series E Preferred Stock was $ 9,300 .

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 outstanding as of that date, including the 10% increase, accrued dividends in kind of $ 516,000

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

As of June 30, 2024 the accretion for the

Series E Preferred Stock was $ 9,300 .

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

2022 Purchase Agreement

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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

prices ranging from $ 0.04 to $ 0.10 .

Common Stock Equity Financing

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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 June 30, 2024, the Company sold 66,392,019 shares of common stock at a net amount of approximately $ 486,000 , at

share prices of $ 0.007 through $ 0.008 , in relation to 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 ,

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resent a second wire to the Company’s correct bank.

the last quarter ending March 31, 2024, the Company sold 100,816,636 shares of common stock at a net amount of approximately $ 845,000 ,

at share prices of $ 0.008 through $ 0.009 , in relation to the Equity Financing Agreement.

2023 Purchase Agreement

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and price provided for in the Subsequent Financing.

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

Following the Merger, the Participation Maximum would have been 50% of the Subsequent

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 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.

Shares Issued to Consultant

December 4, 2023, 40,000,000 shares of common stock were issued to a consultant under an Independent Consulting Agreement.

are a non-refundable retainer on behalf of their consulting services for one year of services.

The shares had a fair value of $ 600,000 ,

based on the market price of $ 0.015 on the grant date, recognized as consulting services in the nine months ended December 31, 2023.

June 19, 2023, 100,000 shares of common stock were issued to a consultant.

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terms of the existing convertible debt.

18,573,116 warrants outstanding as of December 31, 2023, were revalued as of period end for a fair value of $ 17,950 , with a decrease

in the fair value of $ 337,050 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 4.01 % to 4.23 %;

and expected volatility of the Company’s common stock ranging from 109.9 % to 114.6 % and the remaining terms of each warrant issuance.

18,573,116 warrants outstanding as of December 31, 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

18,573,116 warrants outstanding as of June 30, 2024, were revalued as of period end for a fair value of $ 19,000 , with a decrease in the

fair value of $ 5,000 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:

the price of the Company’s common stock of $ 0.01 ;

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 %.

interest rate ranging from 4.52 % to 4.71 %;

and expected volatility of the Company’s common stock ranging from 128.3 % to 137.7 %

and the remaining terms of each warrant issuance.

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 was estimated

using Black Scholes Model, with the following inputs:

the price of the Company’s common stock of $ 0.05 ;

a risk-free interest rate

of 3.81 % to 4.49 %, the expected volatility of the Company’s common stock ranging from 128.3 % to 137.7 %;

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 December 31, 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.

a total of $ 200,000 remaining in accrued expenses, related parties, as of June 30, 2024 and March 31, 2024.

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.

The maturity date has been extended for six months to two of the related

parties and three months for one of the related party.

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

the three and nine months ended December 31, 2023, the interest expense for the related party promissory notes was approximately $ 9,000

The maturity date has been extended an additional six months, to February 10, 2025.

the three months ended June 30, 2024 and June 30, 2023, the interest expense for the related party promissory notes was approximately

$ 10,000 and $ 6,000 , respectively.

As of December 31, 2023 and March 31, 2023, the accrued interest related to the related party promissory notes

was approximately $ 41,000 and $ 22,000 , respectively.

As of June 30, 2024 and March 31, 2024, the accrued interest related to the related party promissory

notes was approximately $ 59,000 and $ 26,000 , respectively.

NaturalShrimp

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

The outstanding balance is approximately $ 77,000 as of both December 31, 2023 and

March 31, 2023.

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

The outstanding balance is approximately $ 77,000 as of both June 30, 2024 and March

As of both June 30, 2024 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

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

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

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

June 30, 2024 and March 31, 2024, and is classified as a current liability on the unaudited condensed consolidated balance sheets.

of June 30, 2024 and March 31, 2024, 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 December 31, 2023 and March 31, 2023 was $ 54,647 and is classified as a current

The balance of these notes at June 30, 2024 and March 31, 2024 was $ 54,647 and is classified as a current

liability on the unaudited condensed consolidated balance sheets.

May 26, 2021, the Company entered into a sublease for a new office space in Texas, on two floors.

The lease commenced on August 1, 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.

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.

May 26, 2021, the Company entered into a sublease for a new office space in Texas.

The lease commenced on August 1, 2021 for a monthly

rent of $ 7,000 , and was to terminate on October 31, 2025 .

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

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the original lease, the existing ROU of approximately $ 153,000 and lease liability of approximately $ 175,000 was removed, with a gain

of approximately $ 22,000 recognized in the quarter ended December 31, 2023, in the accompanying condensed consolidated Statement of Operations.

of approximately $ 22,000 recognized in the quarter ended December 31, 2023.

December 20, 2023, the Company entered into a sublease for a new office space in Texas, with a commencement date of January 1, 2024,

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of the future lease payments over the term of the lease.

When available, the Company uses the rate implicit in the lease discount

payments as the incremental borrowing rate to calculate the net present value;

however, the rate implicit in the lease is not readily

determinable for their corporate office lease.

In this case, the Company estimated its incremental borrowing rate of 14.5 % as the interest

rate it could have incurred to borrow an amount equal to the lease payments in a similar economic environment on a collateralized basis

over 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.

When available, the Company uses the rate implicit in the lease discount payments

as the incremental borrowing rate to calculate the net present value;

however, the rate implicit in the lease is not readily determinable

for their corporate office lease.

In this case, the Company estimated its incremental borrowing rate of 14.5 % as the interest rate it

could have incurred to borrow an amount equal to the lease payments in a similar economic environment on a collateralized basis over

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.

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

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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, 2024:

OF MATURITIES OF LEASE LIABILITIES

Total future minimum lease payments

imputed interest

11 – COMMITMENTS AND CONTINGENCIES

Employment Agreements –Gerald Easterling

April 1, 2015, the Company entered into an employment agreement with Gerald Easterling at the time as the Company’s President,

effective as of April 1, 2015 (the “Employment Agreement”).

Employment Agreement is terminable at will and each provide for a base annual salary of $ 96,000 .

On May 4, 2021, the Company’s

Board of Directors approved a salary for Mr.

Easterling of $ 180,000 per annum.

In addition, the Employment Agreement provides that the

employee is entitled, at the sole and absolute discretion of the Company’s Board of Directors, to receive performance bonuses.

Easterling will also be entitled to certain benefits including health insurance and monthly allowances for cell phone and automobile

Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their

Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the

date of termination.

In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement

within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary .

Employment Agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation

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

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

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

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

The Merger Agreement

and the transactions contemplated thereby (the “Transactions”) were approved by the Board of Directors of each of the Company,

Yotta, and Merger Sub.

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

company (the “Surviving Company”) in the merger and, after giving effect to such merger, the Company was to be a wholly-owned

subsidiary of Yotta (the “Merger”).

In addition, Yotta was to be renamed “NaturalShrimp, Incorporated” or such

other name as shall be designated by the Company.

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

based on breaches by Yotta of certain representations in the Merger Agreement that would render impossible the satisfaction of certain

conditions to the Company’s obligations to consummate the transactions contemplated by the Merger Agreement.

In particular, Yotta

will not be able to comply with the provision of its Amended and Restated Certificate of Incorporation that prohibits Yotta from consummating

an initial business combination unless it has net tangible assets of at least $ 5,000,001 upon consummation of such initial business combination.

This conflicts with Yotta’s representation in the Merger Agreement that its consummation of the transactions contemplated by the

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.

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.

the current nine months ending December 31, 2023, as a result of the termination of the Merger Agreement the related Deferred offering

costs in current assets of $ 1,394,366 was expensed in professional fees.

Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.

Liabilities for loss contingencies arising from

claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred

and the amount of the assessment can be reasonably estimated.

There were not any known commitments or contingencies as of June 30, 2024

and March 31, 2024.

12 – SUBSEQUENT EVENTS

to the period end, in January 2024, the Company sold 39,455,759

to the period end, through the date of the filing, the Company sold 21,106,846

shares of common stock at a net amount of approximately $ 103,000 ,

at share prices of $ 0.004

through $ 0.009 , in relation to the Equity Financing

January 24, 2024, the Company received a tranche of $ 100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $ 120,000 ,

less $ 3,000 for legal and commission fees.

The $ 23,000 discount will be accreted up to the redemption price over the one-year period

until redemption.

On January 17, 2024, the Company

and the Investor entered into an Exchange Agreement on the January 2023 Note.

In the Exchange Agreement the remaining January 2023 Note

was partitioned into a $ 99,450 new promissory note, leaving the original January 2023 Note with an adjusted balance of $ 400,518 .

partitioned note was exchanged for 10,000,000 shares of the Company’s common stock.

The shares of common stock issued had a fair

value of $ 110,000 based on the market price of the shares of $ 0.011 on the execution date, resulting in an excess of $ 10,550 to be recognized

as a financing expense.

through $ 0.00 7 ,

in relation to the Equity Financing Agreement.

July 3, 2024, the Company and the Investor entered into an Exchange Agreement on the Restructured Senior Note.

In the Exchange Agreement

the remaining Restructured Senior Note was partitioned into a $ 90,000 new promissory note, leaving the original Restructured Senior Note

outstanding balance to be reduced by $ 90,000 .

The partitioned note was exchanged for 10,000,000 shares of the Company’s common

The shares of common stock issued had a fair value of $ 90,000 based on the market price of the shares of $ 0.009 on the execution

July 10, 2024, the Company received a tranche of $ 100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $ 120,000 .

The $ 20,000 discount will be accreted up to the redemption price over the one-year period until redemption.

July 24, 2024, one of the holders converted 85 Series E Preferred Stock into 12,289,157 shares of common stock.

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