What changed in this filing

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Item 1. Financial Statements

2025-08-21 compared with 2024-08-14 · 420 added, 438 removed, 635 unchanged (57% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2024

March 31, 2024

Current assets

1 unchanged sentence

Prepaid expenses

Total current assets

current asset-related party

current assets

Fixed assets, net

1 unchanged sentence

Right of Use asset

Total other assets

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT

Current liabilities

1 unchanged sentence

Accrued interest

Accrued interest - related parties

Accrued interest - related

Accrued interest

Other accrued expenses

Accrued expenses - related parties

Short-term note and lines of credit

Accrued expenses - related

Short-term Note and Lines

Notes payable

Restructured Senior note payable

Restructured August note payable

Notes payable - related parties

Restructured Senior note

Restructured August note

Notes payable - related

Notes payable

1 unchanged sentence

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, 1,656 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

Liability, current

current liabilities

Liability, non-current

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 September 30, 2024 and March 31, 2024,

Series F Redeemable Convertible Preferred stock,

$ 0.0001 par value, 750,000 shares authorized, 750,000 shares issued and outstanding at September 30, 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 September 30, 2024 and March 31, 2024,

Temporary equity,

Stockholders’ deficit

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

Series A Convertible Preferred

stock, $ 0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at September 30, 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 September 30, 2024 and March 31, 2024,

Series D Convertible Preferred

stock, $ 0.0001 par value, 20,000 shares authorized, 5,000 and 0 shares issued and outstanding at September 31, 2024 and March 31,

2024, respectively

Convertible preferred

Common stock, $ 0.0001 par

value, 1,400,000,000 shares authorized, 1,257,546,746 and 1,116,482,063 shares issued and outstanding at September 30, 2024 and March

31, 2024, respectively

Additional paid in capital

1 unchanged sentence

Subscription receivable

Accumulated deficit

( 187,952,466 )

( 183,791,156 )

Total stockholders’ deficit

stockholders’ deficit

( 60,093,038 )

( 56,876,421 )

Total liabilities, mezzanine and stockholders’ deficit

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

liabilities, mezzanine and stockholders’ deficit

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

NATURALSHRIMP

CONSOLIDATED STATEMENTS OF OPERATIONS

June 30, 2024

June 30, 2023

For Three Months Ended

June 30, 2024

June 30, 2023

the Three Months Ended

the Six Months Ended

Cost of sales

2 unchanged sentences

Facility operations

Total operating expenses

operating expenses

Net loss from operations

1 unchanged sentence

( 3,358,769 )

( 3,216,332 )

( 5,661,656 )

Other income (expense):

Interest expense

Interest expense - related parties

Interest expense - related

Interest expense

Change in fair value of warrant liability

Change in fair value of restructured notes payable

Change in fair value of

warrant liability

Change in fair value of

restructured notes

Extension fee

(Loss) gain on sale of machinery and equipment

Total other income (expense), net

Loss before income taxes

on sale of machinery and equipment

other income (expense), net

Income (loss) before income taxes

( 1,111,929 )

( 2,646,539 )

( 3,914,477 )

( 4,944,970 )

Provision for income taxes

1 unchanged sentence

( 2,646,539 )

( 3,914,477 )

( 4,944,970 )

net loss attributable to non-controlling interest

Net loss attributable

to NaturalShrimp Inc.

( 1,111,929 )

( 2,646,539 )

( 3,914,477 )

( 4,944,970 )

Accretion on Preferred shares

Net loss available for common stockholders

Net loss available for

common stockholders

$ ( 1,235,365 )

$ ( 2,715,455 )

Loss per share (Basic and Diluted)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)

( 4,161,310 )

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

$ ( 5,418,711 )

Loss per share (Basic and

Loss per share (Diluted)

WEIGHTED AVERAGE SHARES

OUTSTANDING (Basic and Diluted)

1,136,469,359

1,200,205,922

WEIGHTED AVERAGE SHARES

OUTSTANDING (Diluted)

1,136,469,359

1,200,205,922

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

NATURALSHRIMP

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

the three months ended June 30, 2024 and 2023

Series A Preferred stock

Preferred stock

Total stockholders’

5 unchanged sentences

Issuance of common shares under financing agreement

Shares issued upon exchange of Partitioned Note

Shares issued upon exchange of Partitioned

Accretion of Series E Preferred stock

8 unchanged sentences

( 59,216,527 )

Balance March 31, 2023

Issuance of common shares under financing agreement

Conversion of Series E Preferred Stock

Shares issued upon exchange of Partitioned

Accretion on Series G Preferred stock

Dividends payable on Preferred stock

( 1,111,929 )

Balance September 30, 2024

1,257,546,746

2 unchanged sentences

( 60,093,038 )

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

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

Dividends payable on Series E Preferred Shares

9 unchanged sentences

( 46,261,209 )

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

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

( 2,646,539 )

Balance September 30, 2023

$ 124,117,263

$ ( 166,161 )

$ ( 172,952,003 )

( 48,520,305 )

$ 124,117,263

$ ( 166,161 )

$ ( 172,952,003 )

( 48,520,305 )

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

NATURALSHRIMP

CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2024

June 30, 2023

Three Months Ended

June 30, 2024

June 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

the six month period ended

CASH FLOWS FROM OPERATING

$ ( 3,914,477 )

$ ( 4,944,970 )

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

Adjustments to reconcile

net loss to net cash used in operating activities

Depreciation expense

Amortization expense

Change in fair value of warrant liability

Change in fair value of restructured notes payable

Change in fair value of

warrant liability

Change in fair value of

restructured notes payable

Financing costs

(Loss) gain on sale of machinery and equipment

Gain on sale of machinery

and equipment

Shares issued for services

Amortization of operating lease right-of-use assets

Changes in operating assets and liabilities:

Amortization of operating

lease right-of-use assets

in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Prepaid expenses and other

current assets

Deferred offering costs

1 unchanged sentence

Other accrued expenses

Accrued expenses - related parties

Accrued interest - related parties

Operating lease liabilities

Cash used in operating activities

Accrued expenses - related

Accrued interest

Accrued interest - related

Contract liability

Other current asset-related party

lease liabilities

used in operating activities

( 1,556,765 )

CASH FLOWS FROM INVESTING ACTIVITIES

( 2,200,446 )

CASH FLOWS FROM INVESTING

Cash paid for fixed assets

Cash received for sale of machinery and equipment

Cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

received for sale of machinery and equipment

used in investing activities

CASH FLOWS FROM FINANCING

Payments of notes payable

Proceeds from line of credit

Proceeds from sale of stock

Proceeds from sale of Series G Preferred Shares

Cash provided by financing activities

Proceeds from promissory

note, related parties

Proceeds from sale of Series

E Preferred Shares

from sale of Series G Preferred Shares

provided by financing activities

NET CHANGE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT BEGINNING OF

CASH AT END OF PERIOD

INTEREST PAID

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Shares issued upon conversion of Preferred stock

Shares issued upon exchange of Partitioned Note

Dividends on Series E Preferred stock

Dividends in kind issued

Shares issued/to be issued, for legal settlement

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

Supplemental Disclosure

of Non-Cash Investing and Financing Activities:

issued upon conversion of Preferred stock

issued upon exchange of Partitioned Note

on Series E Preferred stock

in kind issued

issued/to be issued, for legal settlement

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

NATURALSHRIMP

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED JUNE 30, 2024

THE THREE AND SIX MONTHS ENDED SEPTEMBER 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 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.

may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result

in a requirement for additional cash.

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

of its current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock.

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

If adequate funds are not available or are not available

on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly

and materially restrict its operations.

The Company continues to pursue external financing alternatives to improve its working capital

If the Company is unable to obtain the necessary capital, the Company may be unable to develop its facilities and enter into

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.

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

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 of 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

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 a statement of changes in net assets (liabilities) in

liquidation as of the convenience date.

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).

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

(collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the

“Motion”) under Civil Case No.

240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc.

(“NaturalShrimp”).

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

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

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

The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s

The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction

to address issues raised in the Motion.

November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment

of a Receiver in the Receivership Case.

November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the

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.

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 $ 25.5 million as of September 30, 2024) in exchange for the extinguishment of its outstanding debt to

Streeterville and Buckstown Capital ($ 30.8 million as of September 30, 2024).

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

accompanying unaudited financial information as of and for the three and six months ended September 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

1 unchanged sentence

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 condensed consolidated financial position at such date and the condensed

consolidated operating results and cash flows for such periods.

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.

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 six months ended September 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

1 unchanged sentence

Securities and Exchange Commission(“SEC”).

These condensed consolidated 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 July 17, 2024.

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

but does not include all of the information and footnotes required by GAAP for complete financial statements.

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 of 2024.

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.

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 $25.5 million as of September

30, 2024) in exchange for the extinguishment of its outstanding debt to Streeterville and Buckstown Capital ($30.8 million as of

September 30, 2024).

Consolidation

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.

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.

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.

and Diluted Earnings/Loss per Common Share

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

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

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

Basic EPS is based on the

weighted average number of shares of common stock outstanding.

Diluted EPS is based on the weighted average number of shares of common

stock outstanding and dilutive common stock equivalents.

Basic EPS is computed by dividing net income or loss available to common stockholders

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

As of the three months

ended 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

F Preferred Stock which would be converted at the holders’ option into approximately 286,290,000 underlying common shares, 645

of Series G Redeemable Convertible Preferred shares whose approximately 387,000,000 underlying shares are convertible at the investors’

option at a conversion price based on the discounted market price of $ 0.002 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 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.”

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

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 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 June 30, 2024 and the year ended March 31, 2024:

OF ACTIVITY OF DERIVATIVES AT FAIR VALUE

June 30, 2024

Company did not have any Level 1 or Level 2 assets or liabilities at September 30, 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 six months ended September 30, 2024 and the year ended

March 31, 2024:

Warrant liability balance at beginning of period

OF ACTIVITY OF DERIVATIVES AT FAIR VALUE

Warrant liability balance at beginning

Change in fair value

Balance at end of period

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

September 30, 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 ranging from 4.52 % to 4.71 %;

and expected volatility

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.

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 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

Restructured notes payable fair

value at beginning of period

Reclass of accrued interest

Change in fair value

Restructured notes payable fair value at end of period

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

2 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 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

the provisions of ASC Topic 825.

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

in the unaudited condensed consolidated balance sheets approximates fair value.

40% present value factor , respectively as of September 30, 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.

and Cash Equivalents

1 unchanged sentence

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

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

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

Concentration

3 unchanged sentences

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

As of June 30, 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 negligible.

As of September 30, 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

6 unchanged sentences

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

Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718.

“ Stock-based Compensation

to Employees ” is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite

employee service period.

The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for

common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Once the stock

is issued the appropriate expense account is charged.

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

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

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.

For the three months ended September 30, 2024 and September

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.

For the six months ended September 30, 2024 and September 30, 2023, the amortization of the patents was $ 195,000 and $ 195,000

and the amortization of the license rights was $ 540,000 and $ 540,000 , respectively.

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

warrant a revision to the remaining period of amortization.

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

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

As of September 30, 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

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

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directly when the goods are delivered.

for the three and six months ended September 30, 2024 and 2023 were as follows:

OF REVENUE RECOGNITION

Three months ended

June 30, 2024

June 30, 2023

Technology and equipment services

the three months ended

the six months ended

Technology and equipment

Total revenues

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

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

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

Accounting for Convertible

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

financial instruments with characteristics of liabilities and equity.

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

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

Debt with Conversion and Other Options”,

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

convertible debt or preferred stock;

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

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

by removing certain criteria required for equity classification;

and (3) revises the guidance in ASC 260 to require entities to calculate

diluted earnings per share (EPS) for convertible instruments by using the if-converted method.

In addition, entities must presume share

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

For SEC filers, excluding smaller

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

fiscal years.

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

For all other entities,

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

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

The Company 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 June 30, 2024, through

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

Based upon the review, other than described in

Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required

adjustment or disclosure in the unaudited condensed consolidated financial statements.

of September 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.

3 – FIXED ASSETS

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

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

OF FIXED ASSETS

June 30, 2024

March 31, 2024

Machinery and equipment

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Fixed assets, net

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.

unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 430,191 and $ 436,870 and $ 865,099

and $ 871,679 for the three and six months ended September 30, 2024 and 2023, respectively.

4 – SHORT-TERM NOTE AND LINES OF CREDIT

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The line of credit bears an interest rate of prime plus

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

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

The line of credit is unsecured.

The balance of the line of credit was

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

$ 9,580 at both September 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 June 30, 2024.

10 basis points, which totaled 18.5 % as of September 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 June 30, 2024 and March 31, 2024.

The balance of the line of credit was $ 10,237 at September 30, 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 $ 373,139 as of September 30, 2024.

5 – NOTES PAYABLE

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The cash was not transferred to the Company’s

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 .

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.

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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

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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

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

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

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

The Merger Agreement has been terminated in July 2023, and

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

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

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

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.

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

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

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

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

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

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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, 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 (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

2 unchanged sentences

(“Trigger Events”).

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

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 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 has been further extended

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

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

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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

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

The August Note was

revalued as of September 30, 2024 to $ 2,790,000 .

As of September 30, 2024, the accrued interest from the restructuring date which is

included in the fair value was approximately $ 571,000 .

7 – RESTRUCTURED SENIOR NOTE PAYABLE

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

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

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.

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These amendments

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.

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

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.

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 Investor

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

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

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to 15%, depending upon the specific Event 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 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 June 30, 2024, the accrued interest from the restructuring date, which is included in the fair value is

approximately $ 6,463,000 .

revalued as of September 30, 2024 at approximately $ 27,600,000 .

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

As of September 30, 2024, the accrued interest from the restructuring date, which is included in the fair value was approximately $ 7,269,000 .

8 – STOCKHOLDERS’ EQUITY

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.

of September 30, 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

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

G Preferred Stock would not fall under liability classification but is to be classified as mezzanine equity.

G Preferred Stock is to be classified as mezzanine equity.

G Preferred Equity Offering

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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 .

the three and six months ending September 30, 2024, the accretion for the Series G Preferred Stock was $ 49,000 and $ 88,000 , respectively.

E Preferred Stock

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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

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.

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

As of June 30, 2024 the accretion for the

Series E Preferred Stock was $ 9,300 .

During the three and six months ended September

30, 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 .

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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 ,

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

the three months ended December 31, 2023, the Company sold 44,843,442 shares of common stock at a net amount of approximately $ 459,000 ,

at share prices ranging from $ 0.01 to $ 0.02 , in relation to the Equity Financing Agreement.

Included in this amount, on October 31, 2023,

the Company issued GHS 7,868,985 shares of common stock, for no purchase price, as consideration resulting from GHS receiving a phishing

email informing them to wire a purchase price to an incorrect bank, resulting in the Company not receiving the wire and for which GHS

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

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 ,

the six months ended September 30, 2024, the Company sold 108,775,526 shares of common stock at a gross amount of approximately $ 653,719 ,

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

the six months ended September 30, 2023, the Company sold 71,995,557 shares of common stock at a net amount of approximately $ 1,754,871 ,

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

2023 Purchase Agreement

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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, based

on the fact it as 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.

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 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 %.

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 September 30, 2024 due to limited value of the Company’s shares.

9 – RELATED PARTY TRANSACTIONS

Compensation – Related Party

May 11, 2021, the Company paid the Chief Financial Officer (“CFO”) a bonus of $ 300,000 .

On August 10, 2021, the Board of

Directors ratified the bonus payment to the CFO and awarded the President and the CTO compensation bonuses of $ 300,000 each.

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

related parties as of December 31, 2021.

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

a total of $ 200,000 remaining in accrued expenses, related parties, as of June 30, 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 %

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 to two of the related

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

parties and three months for one of the related party.

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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 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.

the three and six months ended September 30, 2024 and September 2023, the interest expense for the related party promissory notes

was approximately $ 11,000

and $ 21,000 and

respectively.

As of September 30, 2024 and March 31, 2024, the accrued interest related to the related party promissory notes was

approximately $ 72,000

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 June 30, 2024 and March

As of both June 30, 2024 and March 31, 2023, accrued interest payable was approximately $ 74,000 .

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

March 31, 2024.

As of both September 30, 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

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

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 .

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

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

The balance of these notes at September 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.

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.

inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $ 316,000 , based on the net present value 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 5.75 % 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.

December 31, 2023, the Company moved to a new office space in Texas, and the sublease in effect was terminated.

At the termination of

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.

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

which will terminate on March 31, 2027.

The monthly rates are $2,063 for April 1, 2024 through March 31, 2025, $2,192 for the second

year of April 1, 2025 through March 31, 2026 and $2,320 for the final year .

On December 19, 2023, the Company paid a $ 2,063 security

deposit, which is included in Prepaid expenses on the accompanying condensed consolidated balance sheet.

The Company assessed its new

office lease as an operating lease.

inception, as of January 1, 2024, the ROU and lease liability was calculated as approximately $ 61,000 , based on the net present value

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.

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

The lease term is for sixty months,

with a monthly lease payment of approximately $ 300 .

The Company assessed the equipment lease as an operating lease.

The Company determined

the Right of Use asset and Lease liability values at inception as approximately $ 17,000 calculated at the present value of all future

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

As of September 30, 2024 and March 31, 2024 accrued interest payable was approximately $ 21,570 and $ 21,570 , respectively.

10 – COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

and the amount of the assessment can be reasonably estimated.

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

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

2024 and March 31, 2024.

11 – SUBSEQUENT EVENTS

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 $ 0.00 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.

accordance with ASC 855, Subsequent Events, the Company evaluated all events or transactions that occurred after the balance sheet

date but before the financial statements were issued.

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

Basis of Accounting

As discussed in Note 1, Ampleo

Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets during September of 2024.

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

$ 25.5 million as of September 30, 2024) in exchange for the extinguishment of its outstanding debt to Streeterville and Buckstown Capital

($ 30.8 million as of September 30, 2024).

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