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Item 1. Financial Statements

2026-02-17 compared with 2025-09-10 · 151 added, 965 removed, 131 unchanged (89% of the section changed)

2 unchanged sentences

INCORPORATED AND SUBSIDIARIES

BALANCE SHEETS

December 31, 2024

CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION

June 30, 2025

March 31, 2025

June 30, 2025

March 31, 2025

Current assets

Accounts receivable

Escrow account

Prepaid expenses

Deferred offering costs

Total current assets

Fixed assets, net

Construction-in-process

License Agreement, net

Right of Use asset

Total other assets

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable

Accrued interest

Accrued interest - related parties

Accrued interest

Other accrued expenses

Accrued expenses - related parties

Contract liability

Short-term Note and Lines of credit

Notes payable

Restructured Senior note payable

Restructured August note payable

Notes payable - related parties

Notes payable

Dividends payable

Derivative liability

Warrant liability

Lease Liability, current

Total current liabilities

Lease Liability, non-current

Total liabilities

Commitments and contingencies (Note 11)

Series E Redeemable Convertible Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 1,571 and 1,670 shares issued and outstanding at December 31, 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 December 31, 2024 and March 31, 2024, respectively

Series G Redeemable Convertible Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 745 and 445 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively

equity, value

Stockholders’ deficit

Series A Convertible Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively

Series B Convertible Preferred stock, $ 0.0001 par value, 5,000 shares authorized, 0 and 607 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively

Series D Convertible Preferred stock, $ 0.0001 par value, 20,000 shares authorized, 5,000 and 0 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively

preferred stock, value

Common stock, $ 0.0001 par value, 1,400,000,000 shares authorized, 1,277,546,746 and 1,116,482,063 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively

Additional paid in capital

Stock to be issued

Subscription receivable

Accumulated deficit

Fixed assets and intangibles

Accounts payable and accrued expenses

( 6,719,824 )

( 6,809,772 )

Total stockholders’ deficit

Notes payable and lines of credit

( 1,179,832 )

( 37,200,851 )

Total liabilities, mezzanine and stockholders’ deficit

Other liabilities

Net liabilities in liquidation

( 8,648,682 )

( 8,791,012 )

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

1 unchanged sentence

INCORPORATED AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION

For the Three Months

Ended June 30, 2025

Net liabilities in liquidation, March 31, 2025

$ ( 8,791,012 )

Changes in assets and liabilities in liquidation:

Write-off of assets

Transfer of fixed assets and intangibles to creditor

( 35,800,000 )

Settlement of accounts payable and accrued expenses

Extinguishment of notes payable and lines of credit

Extinguishment of other liabilities

Net changes in liabilities in liquidation

Net liabilities in liquidation, June 30, 2025

$ ( 8,648,682 )

accompanying notes are an integral part of these Condensed Consolidated financial statements.

NATURALSHRIMP

Consolidated STATEMENTS OF OPERATIONS

Concern Basis)

Three Months Ended

June 30, 2024

Cost of sales

1 unchanged sentence

General and administrative

Salaries and Wages

Stock Compensation

Professional services

General and administrative

Research and development

Facility operations

2 unchanged sentences

( 2,063,542 )

( 2,273,344 )

( 5,242,246 )

( 7,935,000 )

Other income (expense):

2 unchanged sentences

Interest expense

Amortization of debt discount

Financing costs

Change in fair value of derivative liability

Change in fair value of warrant liability

Change in fair value of restructured notes

( 3,180,000 )

( 2,512,366 )

Loss due to fire

Gain on extinguishment of debt

Change in fair value of restructured notes payable

Extension fee

Gain on settlement of accrued expenses

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 )

( 1,042,955 )

( 2,412,034 )

Income (loss) before income taxes

( 2,370,724 )

( 5,402,064 )

( 6,285,201 )

Loss before income taxes

( 2,802,548 )

1 unchanged sentence

( 2,802,548 )

( 5,402,064 )

( 6,285,201 )

( 10,347,034 )

Less net loss attributable to non-controlling interest

Net loss attributable to NaturalShrimp Inc.

( 2,370,724 )

( 5,402,064 )

( 6,285,201 )

( 10,347,034 )

Amortization of beneficial conversion feature on Preferred shares

Accretion on Preferred shares

Redemption and exchange of Series D Preferred shares

Net loss available for common stockholders

$ ( 2,925,945 )

$ ( 5,470,980 )

( 6,648,262 )

$ ( 10,820,775 )

Loss per share (Basic and Diluted)

Loss per share (Diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)

1,167,281,937

1,120,423,669

WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted)

1,223,400,651

1,120,423,669

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

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

NATURALSHRIMP

INCORPORATED AND SUBSIDIARIES

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

Series A Preferred stock

Additional paid in

Consolidated STATEMENT of CHANGES IN SHAREHOLDERS’ DEFICIT

the three months ended June 30, 2024

Concern Basis)

Preferred stock

Additional paid

Total stockholders’

4 unchanged sentences

( 56,876,421 )

Issuance of common shares under financing agreement

Shares issued upon exchange of Partitioned Note

Accretion of Series E Preferred stock

Accretion on Series G Preferred stock

Dividends payable on Preferred stock

1,116,482,063

$ 126,468,749

Balance June 30, 2024

$ ( 183,791,156 )

( 56,876,421 )

$ ( 186,717,101 )

( 59,216,527 )

Issuance of common shares under financing agreement

5 unchanged sentences

( 2,802,548 )

Balance September 30, 2024

1,257,546,746

$ 127,399,336

$ ( 187,952,466 )

( 60,093,038 )

Issuance of common shares under financing agreement

Accretion on Series G Preferred stock

Dividends payable on Preferred stock

( 2,370,724 )

Balance December 31, 2024

1,277,546,746

$ 127,504,311

$ ( 190,439,418 )

( 62,473,015 )

Balance March 31, 2023

$ 121,156,733

$ ( 167,533,292 )

( 45,689,165 )

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

( 2,298,431 )

Balance June 30, 2024

2 unchanged sentences

$ ( 186,717,101 )

Common stock issued for legal settlement to NSH shareholders

Issuance of common shares under financing agreement

Dividends payable on Series E Preferred Shares

Accretion on Series E Preferred shares

( 59,216,527 )

1,192,874,082

Balance September 30, 2023

$ 127,046,949

1 unchanged sentence

( 59,216,527 )

( 48,520,305 )

$ 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

Dividends payable on Preferred Stock

Accretion on Series E Preferred shares

Accretion on Series G Greferred shares

( 5,402,064 )

Balance December 31, 2023

$ 125,327,383

$ ( 178,425,983 )

( 52,664,766 )

$ 125,327,383

$ ( 178,425,983 )

( 52,664,766 )

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

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

NATURALSHRIMP

INCORPORATED AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

December 31, 2024

December 31, 2023

Consolidated STATEMENTS OF CASH FLOWS

Concern Basis)

For Three Months Ended June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 2,802,548 )

$ ( 10,347,034 )

Adjustments to reconcile net loss to net cash used in operating activities

1 unchanged sentence

Amortization expense

Amortization of debt discount

Change in fair value of derivative liability

Change in fair value of warrant liability

Change in fair value of restructured notes payable

Extension fee

Financing costs

Gain on extinguishment of debt

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

Cash used in operating activities

( 2,112,033 )

( 2,857,801 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for fixed assets

Cash received for fire damage to fixed assets

Cash received from Insurance settlement

Cash received for sale of machinery and equipment

Cash paid for construction in process

Cash used in investing activities

Cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of notes payable

Payments on notes payable, related party

Proceeds from 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

5 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 issues upon exchange of Partitioned Note

Shares issued upon exchange of Partitioned Note

Dividends on Series E Preferred stock

1 unchanged sentence

Shares issued/to be issued, for legal settlement

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

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

NATURALSHRIMP

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024

THE THREE MONTHS ENDED JUNE 30, 2025

1 – NATURE OF THE ORGANIZATION AND BUSINESS

of the Business

NaturalShrimp

Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a biotechnology company and has developed

a proprietary technology that allows it to grow Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically

controlled, high-density, low-cost environment, and in fully contained and independent production facilities.

The Company’s system

uses technology which allows it to produce a naturally-grown shrimp “crop” weekly and accomplishes this without the use of

antibiotics or toxic chemicals.

The Company has developed several proprietary technology assets, including a knowledge base that allows

it to produce commercial quantities of shrimp in a closed system with a computer monitoring system that automates, monitors and maintains

proper levels of oxygen, salinity and temperature for optimal shrimp production.

The Company’s production facilities are located

in La Coste, Texas and Webster City, Iowa.

Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that

was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density,

low-cost environment, and in fully contained and independent production facilities.

Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation (“NSC”) and NaturalShrimp Global, Inc.

2 unchanged sentences

limited liability company.

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

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

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

to the Company’s significant amount of debt that was in default as of September 30, 2024, Ampleo Turnaround and Restructuring,

LLC (“the receiver”) was placed as the receiver over the Company’s assets.

Further, the receiver filed a motion to

sell substantially all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $ 35.7 million

and $ 100,000 in cash.

The motion to sell the assets was approved by the court on March 30, 2025 and title to the assets was transferred

to Streeterville on May 14, 2025.

The Company believes that it continued to function as a going concern until the date that the motion

to sell its assets was approved by the court (on March 30, 2025) at which point liquidation became imminent.

To that extent, the Company

plans to present its financial statements under the liquidation basis of accounting using a convenience date of March 31, 2025.

in accordance with ASC 205-30, Liquidation Basis of Accounting , the Company will present a Consolidated statement of net assets

(liabilities) in liquidation and Consolidated a statement of changes in net assets (liabilities) in liquidation as of the convenience

For purposes of reporting under the liquidation basis of accounting the Company plans to measure its assets at the amount used

to settle its liabilities (i.e.

based on the proposed credit bid).

and Liquidation

September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability

3 unchanged sentences

(“NaturalShrimp”).

Motion alleges, among other things, that NaturalShrimp has defaulted under the terms of its loan agreements with the Lenders.

sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.

Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders.

sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets.

order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders.

7 unchanged sentences

assets of NaturalShrimp.

Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets.

February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to

Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and

Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case.

The Sale Motion

seeks the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free

and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities,

NaturalShrimp Farms, Inc.

(“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”),

an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser,

the “Purchasers”), a Texas limited liability company, for a roughly $ 35,703,789.87 credit bid (based on a secured and administrative

claim basis) and $ 100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”)

between Trustee and Purchasers.

The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred

to the lenders on May 14, 2025.

As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and license

agreements (total balance of $ 24.7 million as of December 31, 2024) in exchange for the extinguishment of its outstanding debt to Streeterville

and Buckstown Capital ($ 31.2 million as of December 31, 2024).

11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville

Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens,

Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case.

The Sale Motion sought the Utah State

Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens,

interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc.

(“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability

company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”),

a Texas limited liability company, for a roughly $ 35,703,789.87 credit bid (based on a secured and administrative claim basis) and $ 100,000

cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and

The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on

May 14, 2025.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring

adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows

for such periods.

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

to the rules of the U.S.

Securities and Exchange Commission(“SEC”).

These unaudited financial statements 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 17, 2024.

discussed in Note 1, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets during September

Further, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville and

Bucktown Capital for an approximate credit bid of $ 35.7 million and $ 100,000 in cash.

The motion was approved on March 30, 2025 with

title to the assets being transferred on May 14, 2025.

The Company believes that it continued to function as a going concern until the

date of the motion to sell was approved.

As of the date the motion was approved, the Company plans to present its financial statements

using the liquidation basis of accounting as liquidation was considered imminent.

As such, in accordance with ASC 205-30, Liquidation

Basis of Accounting , the Company will present a Consolidated statement of net assets (liabilities) in liquidation and Consolidated

statement of changes in net assets (liabilities) in liquidation as of the approximate date that the liquidation became imminent.

purposes of reporting under the liquidation basis of accounting the Company plans to measure its assets at the amount used to settle

its liabilities (based on the proposed credit bid).

As part of the sale, the Company transferred its ownership rights to its fixed assets,

patents and license agreements (total balance of $ 24.7 million as of December 31, 2024) in exchange for the extinguishment of its outstanding

debt to Streeterville and Buckstown Capital ($ 31.2 million as of December 31, 2024).

Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting

principles (“US GAAP”).

As the Company’s liquidation became imminent as of March 30, 2025, the Company has

presented its financial statements under the liquidation basis of accounting as of both June 30, 2025 and March 31, 2025.

with ASC 205-30, Liquidation Basis of Accounting , the Company has presented a condensed consolidated statement of net

liabilities in liquidation as of June 30, 2025 and March 31, 2025 and a condensed consolidated statement of changes of net

liabilities in liquidation for the three months ended June 30, 2025.

In addition, to comply with the financial statement

requirements of Article 8 of Regulation S-X, the Company has also presented a condensed consolidated statement of operations, a

condensed consolidated statement of changes in shareholders equity and a condensed consolidated statement of cash flows for the

three months ended June 30, 2024 under the going concern basis of accounting.

The going concern financial statements have been

presented separately from the liquidation basis financial statements as the results should not be considered comparable under the

two presentation methods.

The interim financial statements should be read in conjunction with the audited consolidated financial

statements, including the notes thereto, included in our 2025 Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on November 5, 2025.

Consolidation

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

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

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

USA Corporation, NaturalShrimp Global and NAS, and the 51 % ownership of NaturalShrimp/Hydrenesis LLC.

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.

Actual results could differ from those estimates.

Value Measurements

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

at the balance sheet dates.

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.”

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

balance sheets.

GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values.

However, GAAP requires

the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of

property, plant and equipment.

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

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

Company did not have any Level 1 or Level 2 assets or liabilities at December 31, 2024 or March 31, 2024.

warrant liabilities and Restructured notes are considered Level 3 fair value measurements.

following is a summary of activity of our Level 3 financial instruments during the nine months ended December 31, 2024 and the year ended

March 31, 2024:

OF ACTIVITY OF DERIVATIVES AT FAIR VALUE

December 31, 2024

March 31, 2024

Warrant liability balance at beginning of period

Change in fair value

Balance at end of period

December 31, 2024, the Company’s shares were no longer being quoted on the Over the Counter (“OTC”) market and technically

had a fair value of $ 0 .

As such, the warrants were written down to $ 0 .

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

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

a risk-free interest rate of 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

December 31, 2024

March 31, 2024

Restructured notes payable fair value at beginning of period

Reclass of accrued interest

Change in fair value

Note Partition

Restructured notes payable fair value at end of period

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

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

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

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

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

Company’s financial instruments include cash, receivables, payables, and debt and are accounted for under the provisions of ASC

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

consolidated balance sheets approximates fair value.

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

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

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

results could differ from those estimates.

Basis of Accounting

accordance with ASC 205-30, Liquidation Basis of Accounting , the Company prepares its financial statements using the liquidation

basis of accounting when liquidation is imminent.

Liquidation is considered imminent when either of the following occurs-i) A plan for

liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote

that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation

is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.

using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects

to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its

liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other

consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure

its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

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

of ASC Topic 825, “ Financial Instruments” .

The carrying amount of these financial instruments in the condensed consolidated

balance sheets approximates fair value.

and Cash Equivalents

the purpose of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments purchased

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

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

Concentration

of Credit Risk

Company maintains cash balances at two financial institutions.

Accounts at this institution are insured by the Federal Deposit Insurance

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

As of December 31, 2024 and

March 31, 2024, the Company’s cash balance did not exceed FDIC coverage.

The Company has not experienced any losses in such

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

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

Estimated useful lives are as follows:

OF ESTIMATED USEFUL LIVES

Machinery and Equipment

Furniture and Fixtures

and repairs are charged to expense as incurred.

At the time of retirement or other disposition of equipment, the cost and accumulated

depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements.

The Company’s patents

represent definite lived intangible assets and will be amortized over the twenty year duration of the patent, unless at some point the

useful life is determined to be less than the protected life of the patent.

The Company’s license rights will be amortized on a

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

For the three months ended December 31, 2024 and December

31, 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.

For the nine months ended December 31, 2024 and December 31, 2023, 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.

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, 2024, the Company believes the carrying value of the intangible

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

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

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

LLC (“Hydrenesis-Aqua”).

Both Rights agreements are for a 10-year term, which shall automatically renew for ten-year successive

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

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

NSI Technologies and Equipment (“NSI Technologies”).

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

The royalties are calculated per all customer or sub-license

revenue generated by NAS, NSI or any affiliate, from the sale or rental of either the Technologies or Hydrenesis Equipment, based on

gross revenue less returns, rebates and sales taxes.

There are sales milestones for exclusivity, whereby if NAS fails to achieve a sales

milestone starting in Year 3, the exclusivity rights in both of the Rights agreements shall revert to non-exclusive rights.

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

had been met in the current year.

of Long-lived Assets

Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant

such a review and at least annually.

The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted

cash flow from such asset is separately identifiable and is less than its carrying value.

In that event, a loss is recognized based on

the amount by which the carrying value exceeds the fair value of the long-lived asset.

Fair value is determined primarily using the anticipated

cash flows discounted at a rate commensurate with the risk involved.

Losses on long-lived assets to be disposed of are determined in

a similar manner, except that fair values are reduced for the cost to dispose.

and Contingencies

conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss

to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company’s management

and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment.

loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings,

the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived

merits of the amount of relief sought or expected to be sought therein.

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements.

If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable

but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable

and material, would be disclosed.

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee

would be disclosed.

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

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

expects to receive in exchange for those goods or services.

The Company will sell primarily to food service distributors, as well as

to wholesalers, retail establishments and seafood distributors.

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

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

the following five steps:

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

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

of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order

received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate

the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction

price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the

Company transfers control of the goods to the customers by shipment or delivery of the products.

the future, if the Company has customers with long-term contracts for multiple shipments of live shrimp, the Company will elect the right-to-invoice

practical expedient and any variable consideration estimate will be excluded from the transaction price and the revenue will be recognized

directly when the goods are delivered.

for the three and nine months ended December 31, 2024 and 2023 were as follows:

OF REVENUE RECOGNITION

and equipment services

Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

no cash equivalents as of June 30, 2025 and March 31, 2025.

Issued Accounting Standards

November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07 , “ Segment Reporting (Topic

280 ) Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable

The amendments require enhanced disclosure for certain segment items and required disclosure on how management uses reported

measures to assess segment performance.

The amendments do not change how segments are determined, aggregated, or how thresholds are applied

to determine reportable segments.

The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning

in the first quarter of fiscal 2026.

Early adoption is permitted.

The Company is currently evaluating the effect of adopting this ASU.

December 2023, the FASB issued ASU No.

2023-09 “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”

which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation,

and 2) information on cash income taxes paid.

Additionally, specific disclosures related to unrecognized tax benefits and indefinite

reinvestment assertions were removed.

For public business entities, the new requirements will be effective for annual periods beginning

after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

adoption is permitted.

The Company is currently evaluating the effect of adopting this ASU.

of December 31, 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.

3 – FIXED ASSETS

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

OF FIXED ASSETS

Machinery and equipment

Autos and trucks

Fixed assets, gross

Accumulated depreciation

( 6,362,642 )

( 5,067,353 )

Fixed assets, net

unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 430,190 and $ 433,053 and $ 1,295,289

and $ 1,304,732 for the three and nine months ended December 31, 2024 and 2023, respectively.

4 – SHORT-TERM NOTE AND LINES OF CREDIT

Company has a working capital line of credit with Capital One Bank for $ 50,000 .

The line of credit bears an interest rate of prime plus

25.9 basis points , which totaled 34.4 % as of December 31, 2024.

The line of credit is unsecured.

The balance of the line of credit was

$ 9,580 at both December 31, 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, 2024.

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

The balance of the line of credit was $ 10,237 at December 31, 2024 and March 31, 2024.

August of 2024, the Company entered into a line of credit with Bucktown Capital, LLC for up to $ 500,000 .

The line of credit bears interest

The balance of the line of credit was $ 799,084 as of December 31, 2024 and $ 0 as of March 31, 2024.

5 – NOTES PAYABLE

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

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 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.

The maturity date was further extended to August 15, 2024 .

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

In the Exchange Agreement

the original note was partitioned into a $ 132,000 new promissory note, leaving the original January 2023 Note with an adjusted balance

of $ 499,968 .

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 $ 160,000 based on the market price of the shares of $ 0.016 on the execution date, resulting in an excess of

$ 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.

The note is in default as of the date of this filing.

2023 Promissory Note

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

interest to accrue on the principal balance.

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

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

Upon the occurrence of an

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

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

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

in the Breakup Fee.

2023 Promissory Note

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

principal balance.

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

Agreement with Yotta Acquisition Corporation.

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

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

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

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

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

Williams Promissory Note

July 15, 2020, the Company issued a promissory note to Ms.

Williams in the amount of $ 383,604 to settle the amounts that had been recognized

per the separation agreement with the late Mr.

Bill Williams dated August 15, 2019, for his portion of the related party notes and related

accrued interest discussed above, and accrued compensation and allowances.

The note bears interest at one percent per annum and calls

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

The balance as of December 31, 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

Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on August

Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount

totaling approximately $ 5,433,333 .

The Note has an interest rate of 12 % per annum, with a maturity date nine months from the issuance

date of the Note .

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

which are included in the principal balance of the Note.

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

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

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

of the assets of the Company.

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

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

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

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

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

either event, an “Uplist”).

In the event the Company has not effectuated the Uplist by November 15, 2022, the then-current

outstanding balance will be increased by 10 %.

Following the Uplist, while the Note is still outstanding, ten days after the Company may

have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $ 3,000,000

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,

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

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

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

(“Trigger Events”).

The Merger did not close and therefore the 2% of the outstanding balance was increased as of June 30,

2023, in the amount of approximately $ 272,000 .

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

the Merger Agreement.

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

The maturity date was then further extended

to August 15, 2024 .

However, the note was in default as of the time of this filing.

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

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

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

the terms of the original instrument.

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

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

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

accounted for at fair value until they are settled.

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

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

for embedded derivatives.

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

derivatives and were required to be bifurcated.

The August Note was revalued as of March 31, 2024 to $ 2,640,000 .

The August Note was

revalued as of December 31, 2024 to $ 2,790,000 .

As of December 31, 2024, the accrued interest from the restructuring date which is included

in the fair value was approximately $ 651,000 .

7 – RESTRUCTURED SENIOR NOTE PAYABLE

15, 2021 Debenture

Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on December

Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount

totaling approximately $ 16,320,000 (the “Principal Amount”).

The Note has an interest rate of 12 % per annum, with a maturity

date 24 months from the issuance date of the Note (the “Maturity Date”).

on the date that was 6 months from the issuance date of the Note, the Investor had the right to redeem up to $ 1,000,000 of the outstanding

balance per month.

Payments could have been made by the Company, at the Company’s option, (a) in cash, or (b) by paying the redemption

amount in the form of shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), per the

following formula:

the number of redemption shares equals the portion of the applicable redemption amount divided by the Redemption Repayment

The “Redemption Repayment Price” equaled 90% multiplied by the average of the two lowest volume weighted average price

per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing

to redeem a portion of the Note.

The redemption amount shall include an Exit Fee, consisting of a premium of 15% of the portion of the

outstanding balance being paid.

As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal

balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar

to a debt discount.

In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time

prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date.

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

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

These amendments

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

Additionally, if the Closing Date is after December

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

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

approved by the Board of Directors of the Company.

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).

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

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

As part of the Exchange

Agreement, the remaining Restructured Senior Note was partitioned into a $ 90,000 new promissory note, which was exchanged for 10,000,000

shares of the Company’s common stock.

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 date

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.

The note was in default as of the date of this filing.

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

fails to maintain the share reserve, the occurrence of a Fundamental Transaction without the Lenders written consent, the Company effectuates

a reverse split of its common stock without 20 trading days written notice to Lender, fails to observe or perform or breaches any covenant,

and, the Company or any of its subsidiaries, breaches any covenant or other term or condition contained in any Other Agreements in any

Upon an Event of a Default, at its option and sole discretion, the Investor may consider the Note immediately due and payable.

Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5%

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

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

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

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

As such, with the removal of the original

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

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

As of the restructuring date the derivative had a fair value of $ 12,290,000 ,

based on assumptions used in a bi-nomial option pricing model, which resulted in a change in fair value of $ 17,738,000 as of the restructuring

date, from its previous fair value of $ 30,028,000 .

The key valuation assumptions used consist, in part, of the price of the Company’s

common stock of $ 0.16 at issuance date;

a risk-free interest rate of 3.73 % and expected volatility of the Company’s common stock,

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

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

the Restructured Senior Note at fair value every period end until it is settled.

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

that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur

should not be evaluated for embedded derivatives.

Therefore, the Company did not evaluate the provisions in the Restructured Senior Note

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

The Restructured Senior Note was

revalued as of December 31, 2024 at approximately $ 27,600,000 .

The Senior Note was revalued as of March 31, 2024, at approximately $ 27,120,000 .

As of December 31, 2024, the accrued interest from the restructuring date, which is included in the fair value was approximately $ 8,101,420 .

8 – STOCKHOLDERS’ EQUITY

of December 31, 2024 and March 31, 2024, 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 1,571 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 745 and 445 outstanding, respectively.

G Preferred Stock

December 1, 2023, the Board authorized the issuance of 10,000 preferred shares to be designated as Series G Preferred Stock (“Series

G Preferred Stock”).

The Series G Preferred Stock has a par value of $ 0.0001 , a stated value of $ 1,200 and bear dividends at the

rate of 8 % per annum, payable quarterly, to be paid in cash or in-kind, at the discretion of the Company.

The Series G Preferred Stock

will vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations.

The Series G Preferred

Stock is required to be redeemed by the Company no later than one calendar year from the date of its issuance.

The Series G Preferred

Stock is also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice,

at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date

(b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance

date thereof;

(c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date

The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice

to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption.

The Holder shall

have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the

consummation of a qualified offering.

The conversion price is based on the discounted market price which is the lower of:

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,

subject to adjustment.

the redemption feature is mandatorily redeemable within one year of the issuance date, with a substantive conversion option, the Series

G Preferred Stock is to be classified as mezzanine equity.

G Preferred Equity Offering

December 14, 2023, the Company entered into a Securities Purchase Agreement for the sale of 110 shares of Series G Preferred Stock at

a price of $ 1,000 per share of preferred stock, for a total of $ 110,000 .

The Purchaser also received an “Equity Incentive”,

which was an additional 35 Series G Preferred Stock issued to the Purchaser at the initial closing and deemed to be earned at the time

of its issuance.

Following the initial closing, the Company and Purchaser shall mutually agree from time to time for the Company to sell

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.

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.

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 and nine months ending December 31, 2024, the accretion for the Series G Preferred Stock was $ 41,792 and $ 129,792 , respectively.

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

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.

During the three and nine months ended December

31, 2024 the accretion for the Series E Preferred Stock was $ 0 and $ 9,300 , respectively.

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

2022 Purchase Agreement

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

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

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

ends on November 4, 2023.

Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree

in writing to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, shall not exceed the 4.99 % beneficial

ownership limitation contained in the GHS 2022 Purchase Agreement.

The Company is to control the timing and amount of any sales of GHS

Purchase Shares to GHS.

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

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

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

The Company shall deliver a

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

share for such GHS Purchase.

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

to GHS any Purchase Notice.

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

transactions whereby Yotta Merger Sub, Inc.

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

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

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

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

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

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

the three months ended June 30, 2023, the Company sold 11,981,706 shares of common stock at a net amount of approximately $ 376,000 , 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 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.

The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not

exceed two hundred percent ( 200 %) of the average daily trading dollar volume of the Company’s Common Stock during the ten ( 10 )

trading days preceding the put, so long as such amount does not equal less than ten thousand dollars ($10,000) or greater than one million

dollars ($1,000,000).

Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company

may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership equaling more than

4.99% of the Company’s outstanding Common Stock.

The price of each put share shall be equal to eighty percent (80%) of the Market

Price (as defined in the Equity Financing Agreement).

Following an up-list to the NASDAQ or equivalent national exchange, the price of

each put share shall be equal to ninety percent (90%) of the Market Price, subject to a floor price of $1.00 per share.

Puts may be delivered

by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date

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

the nine months ended December 31, 2024, the Company sold 141,064,683 shares of common stock at a gross amount of approximately $ 861,668 ,

at share prices of $ 0.003 through $ 0.008 , in relation to the Equity Financing Agreement.

the nine months ended December 31, 2023, the Company sold 116,838,999 shares of common stock at a net amount of approximately $ 2,323,290 ,

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 2023 Purchase Agreement”) with GHS pursuant which the

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

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

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

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

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

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

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

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

the 10 business days preceding the purchase date.

Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time

to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance

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

The “Purchase Price”

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

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

purchase date).

The Company shall deliver a number of GHS 2023 Purchase Shares equal to 112.5% of the aggregate purchase amount for such

GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount

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

transfer of immediately available funds.

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

to GHS any Purchase Notice.

pursuant to the terms of the GHS 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”);

and (ii) the 12 month anniversary of the initial closing pursuant to the Section 2(a) of GHS Purchase Agreement, upon any issuance by

the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination

of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of

the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions

and price provided for in the Subsequent 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 Consultant

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

The shares had a fair value of $ 4,700 , based on the market

price of $ 0.047 on the grant date.

Company has not granted any options since inception.

of the warrants issued have been recognized as a liability, as of the issuance of the convertible debenture on December 15, 2021, because

it is not known if there will be sufficient authorized shares to be issued upon settlement, based on the conversion terms of the existing

convertible debt.

warrants were revalued at $ 0 at December 31, 2024 due to limited value of the Company’s shares.

9 – RELATED PARTY TRANSACTIONS

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

In addition, the Company received an additional $ 40,000 in proceeds during the three months ended September 30, 2024 for total proceeds

outstanding of $ 180,000 .

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 on 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

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

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

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

The maturity date has been extended an additional six months, to February 10, 2025 and was past due as of the date of this

the three and nine months ended December 31, 2024 and December 31, 2023, the interest expense for the related party promissory notes

was approximately $ 11,000 and $ 10,000 and $ 31,000 and $ 25,000 , respectively.

As of December 31, 2024 and March 31, 2024, the accrued

interest related to the related party promissory notes was approximately $ 82,000 and $ 26,000 , respectively.

NaturalShrimp

Holdings, Inc.

January 1, 2016 the Company entered into a notes payable agreement with NaturalShrimp Holdings, Inc.(“NSH”), a shareholder.

The note payable has no set monthly payment or maturity date with a stated interest rate of 2 %.

During the year ended March 31, 2022,

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

The outstanding balance was approximately $ 79,000 and $ 77,000 as of December 31, 2024

and March 31, 2024, respectively.

As of both December 31, 2024 and March 31, 2024, 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

director, and a shareholder of the Company, for a total of $ 486,500 .

The notes are unsecured and bear interest at 8 %.

These notes had

stock issued in lieu of interest and have no set monthly payment or maturity date.

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

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

As of December 31, 2024 and March 31, 2024, accrued interest payable was approximately $ 182,000 .

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, 2024 and March 31, 2024 was $ 54,647 and is classified as a current

liability on the unaudited condensed consolidated balance sheets.

As of December 31, 2024 and March 31, 2024 accrued interest payable

was approximately $ 21,570 and $ 21,570 , respectively.

10 – COMMITMENTS AND CONTINGENCIES

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 December 31,

2024 and March 31, 2024.

the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued

accounting standards that would be material to its financial statements.

3 – LIQUIDATION BASIS OF ACCOUNTING

September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its significant

outstanding debt.

Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville

and Bucktown Capital for an approximate credit bid of $ 35.7 million and $ 0.1 million in cash.

The motion was approved by the court (overseeing

the motion) on March 30, 2025 with title to the assets being transferred to the creditor on May 14, 2025.

The Company believes that it

continued to function as a going concern until the date the motion to sell its assets was approved by the court at which time its liquidation

became imminent.

As such, in accordance with the ASC 205-30, the Company has presented i) a condensed consolidated statement of net liabilities

in liquidation as of both June 30, 2025 and March 31, 2025 and ii) a condensed consolidated statement of changes in net liabilities in

liquidation for the period ended June 30, 2025.

The condensed consolidated statements of net liabilities in liquidation and statement

of changes of net liabilities in liquidation have been prepared using the liquidation basis of accounting.

part of the liquidation, the Company transferred ownership of its revenue generating fixed assets and intangible assets on May 14, 2025

to two of its creditors (Streeterville and Buckstown) in exchange for the extinguishment of i) the restructured August and Senior notes

and Buckstown line of credit.

As of the date of this filing, the Company had limited assets available and was therefore uncertain as

to the manner by which it expects to settle its remaining outstanding liabilities.

Furthermore, we are also uncertain about the date

by which we expect to complete the liquidation.

condensed consolidated statement of net liabilities in liquidation as of June 30, 2025 and March 31, 2025 reflects the following:

additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities

have been recognized in accordance with the recognition provisions of other topics that otherwise would apply to those liabilities.

As of June 30, 2025, our remaining liabilities were primarily comprised of accounts payable and accrued expenses to finance and legal

service providers, accrued salaries and remaining outstanding debt.

Of the $ 8.7 million in outstanding liabilities as of June 30, 2025 approximately

$ 3.0 million was to related parties.

intangible assets and fixed assets were recognized based on a settlement amount equal to the credit bid of approximately $ 35,800,000

as of March 31, 2025.

As of June 30, 2025, intangible assets and fixed assets were fully de-recognized due to ownership of the assets

being transferred to our creditors as of May 14, 2025.

additional costs or income expected to be incurred or earned through the end of our liquidation were accrued as of March 31, 2025 as

the Company did not have a reasonable basis for estimation.

However, as of June 30, 2025 costs and income expected to be incurred or

earned were accrued through December 31, 2025.

The amounts accrued subsequent to the balance sheet date were primarily comprised of

legal and accounting fees and were not material.

4 – SUBSEQUENT EVENTS

1 unchanged sentence

date but before the financial statements were issued.

To that extent, the Company noted the following material events or transactions:

Basis of Accounting

discussed in Note 1, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets during September

Further, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville and

Bucktown Capital for an approximate credit bid of $ 35.7 million and $ 100,000 in cash.

The motion was approved on March 30, 2025 with

title to the assets being transferred on May 14, 2025.

The Company believes that it continued to function as a going concern until the

date the motion to sell was approved.

As of the date the motion was approved, the Company plans to present its financial statements using

the liquidation basis of accounting as liquidation was considered imminent.

As such, in accordance with ASC 205-30, Liquidation Basis

of Accounting , the Company will present a Consolidated statement of net assets (liabilities) in liquidation and Consolidated statement

of changes in net assets (liabilities) in liquidation as of the approximate date that the liquidation became imminent.

For purposes of

reporting under the liquidation basis of accounting the Company plans to measure its assets at the amount used to settle its liabilities

(based on the proposed credit bid).

As part of the sale, the Company transferred its ownership rights to its fixed assets, patents and

license agreements (total balance of $ 24.7 million as of December 31, 2024) in exchange for the extinguishment of its outstanding debt

to Streeterville and Buckstown Capital ($ 31.2 million as of December 31, 2024).

To that extent, the Company noted no material events or transactions to be disclosed.

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