NaturalShrimp Inc 10-Q

ITEM 5. OTHER INFORMATION   We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to: “Item 1.01—Entry into a Material Definitive Agreement” and “Item 2.03—Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.   On December 15, 2020, the Company entered into an Asset Purchase Agreement (“APA”) between VeroBlue Farms USA, Inc., a Nevada corporation (“VBF”), VBF Transport, Inc., a Delaware corporation (“Transport”), and Iowa’s First, Inc., an Iowa corporation (“Iowa’s First”) (each a “Seller” and collectively, “Sellers”). Transport and Iowa’s First were wholly-owned subsidiaries of VBF. The agreement called for the Company to purchase all of the tangible assets of VBF, the motor vehicles of Transport and the real property (together with all plants, buildings, structures, fixtures, fittings, systems and other improvements located on such real property) of Iowa’s First. The consideration was $10,000,000, consisting of $5,000,000 in cash, paid at closing on December 17, 2020, (ii) $3,000,000 payable in 36 months with interest thereon at the rate of 5% per annuum, interest only payable quarterly on the first day of the quarter, with the remaining balance to be paid to VBF as a balloon payment on the maturity date, and (iii) $2,000,000 payable in 48 months with interest thereon at the rate of 5% per annuum, interest only payable quarterly on the first day of the quarter, with the remaining balance to be paid to VBF as a balloon payment on the maturity date. The Company also agreed to issue 500,000 shares of common stock as a finder’s fee, which would be considered as transaction fees in relation to the asset acquisition, with a fair value of $135,000 based on the market value of the common stock as of the closing date of the acquisition.     34     ITEM 6. EXHIBITS   Exhibit Number   Description 3.1   Certificate of Designation of the Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 22, 2020) 10.1   Form Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 22, 2020) 10.2 *   Asset Purchase Agreement between NaturalShrimp Incorporated and VeroBlue Farms USA, Inc. and certain subsidiaries of VeroBlue Farms , dated December 15, 2020. 31.1 *   Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer 31.2 *   Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer 32.1 **   Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer 32.2 **   Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer 101.INS*   XBRL Instance Document 101.SCH*   XBRL Taxonomy Extension Schema Document 101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*   XBRL Taxonomy Extension Label Linkbase Document 101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document   *             Filed herewith. **       In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.     35     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.       NATURALSHRIMP INCORPORATED           Date: February 16, 2021 By:   /s/ Gerald Easterling       Gerald Easterling       Chief Executive Officer       (Principal Executive Officer)       NATURALSHRIMP INCORPORATED           Date: February 16, 2021 By:   /s/ William Delgado       William Delgado       Chief Financial Officer       (Principal Financial Officer and Principal Accounting Officer)         36