UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2020
or
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from _________ to _________
Commission file number: 000-54030
NATURALSHRIMP INCORPORATED
(Exact
name of registrant as specified in its charter)
Nevada
|
|
74-3262176
|
(State
or other Jurisdiction of Incorporation or
Organization)
|
|
(I.R.S.
Employer Identification No.)
|
15150 Preston Road, Suite #300
Dallas, Texas
|
|
75248
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(888) 791-9474
(Registrant’s
telephone number, including area code)
N/A
(Former
address)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading symbol(s)
|
|
Name of exchange on
which registered
|
None
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N/A
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|
N/A
|
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No
☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer,” a “smaller
reporting company” and an “emerging growth
company” in Rule 12b-2 of the Exchange Act.
|
|
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|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
|
|
|
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☒
|
|
|
|
|
|
|
Emerging growth
company
|
☐
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act:
☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of
August 13, 2020, there were 510,868,658
shares of the registrant’s common stock
outstanding.
NATURALSHRIMP INCORPORATED
FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 2020
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATURALSHRIMP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
|
|
|
Current
assets
|
|
|
Cash
|
$1,112,719
|
$109,491
|
Prepaid
expenses
|
59,950
|
128,693
|
Insurance
settlement
|
-
|
917,210
|
|
|
|
Total
current assets
|
1,172,669
|
1,155,394
|
|
|
|
Fixed
assets
|
823,185
|
707,808
|
|
|
|
Other
assets
|
|
|
Right
of Use asset
|
275,400
|
275,400
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Deposits
|
807,077
|
178,198
|
|
|
|
Total
other assets
|
1,082,477
|
453,598
|
|
|
|
Total
assets
|
$3,078,331
|
$2,316,800
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$491,953
|
$641,146
|
Accrued
interest
|
87,870
|
81,034
|
Accrued
interest - related parties
|
308,720
|
296,624
|
Other
accrued expenses
|
484,837
|
1,204,815
|
Short-term
Promissory Note and Lines of credit
|
570,497
|
570,497
|
Bank
loan
|
8,990
|
8,904
|
Payroll
Protection Program loan
|
103,200
|
-
|
Convertible
debentures
|
278,000
|
463,161
|
Notes
payable - related parties
|
1,221,162
|
1,221,162
|
Dividends
payable
|
88,334
|
-
|
Derivative
liability
|
-
|
176,000
|
Warrant
liability
|
-
|
90,000
|
|
|
|
Total
current liabilities
|
3,643,563
|
4,753,343
|
|
|
|
Bank
loans, less current maturities
|
221,762
|
225,837
|
Lines
of credit
|
-
|
-
|
Lease
Liability
|
275,400
|
275,400
|
|
|
|
Total
liabilities
|
4,140,725
|
5,254,580
|
|
|
|
|
|
|
Commitments
and contingencies (Note 10)
|
|
|
|
|
|
Stockholders'
deficit
|
|
|
|
500
|
500
|
|
-
|
-
|
|
47,000
|
37,975
|
Additional
paid in capital
|
46,316,362
|
43,533,242
|
Accumulated
deficit
|
(47,342,260)
|
(46,427,396)
|
Total
stockholders' deficit attributable to NaturalShrimp, Inc.
shareholders
|
(978,398)
|
(2,855,679)
|
|
|
|
Non-controlling
interest in NAS
|
(83,996)
|
(82,101)
|
|
|
|
Total
stockholders' deficit
|
(1,062,394)
|
(2,937,780)
|
|
|
|
Total
liabilities and stockholders' deficit
|
$3,078,331
|
$2,316,800
|
The
accompanying footnotes are in integral part of these condensed
consolidated financial statements.
NATURALSHRIMP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Three Months Ended
|
|
|
|
|
|
|
Sales
|
$-
|
$-
|
|
|
|
Operating
expenses:
|
|
|
General
and administrative
|
335,979
|
89,060
|
Facility
operations
|
11,372
|
124,524
|
Depreciation
and amortization
|
10,781
|
12,244
|
|
|
|
Total
operating expenses
|
358,132
|
350,352
|
|
|
|
Net
loss from operations
|
(358,132)
|
(350,352)
|
|
|
2.2%
|
Other
income (expense):
|
|
|
Interest
expense
|
(30,026)
|
(62,488)
|
Amortization
of debt discount
|
-
|
(221,379)
|
Financing
costs
|
(61,809)
|
(81,269)
|
Change
in fair value of derivative liability
|
(29,000)
|
16,000
|
Loss
on exercise of warrants
|
-
|
(50,000)
|
Total
other income (expense)
|
(120,835)
|
(399,136)
|
|
|
|
Loss
before income taxes
|
(478,967)
|
(749,488)
|
|
|
|
Provision
for income taxes
|
-
|
-
|
|
|
|
Net
loss
|
(478,967)
|
(749,488)
|
|
|
|
Less
net loss attributable to non-controlling interest
|
(1,895)
|
-
|
|
|
|
Net
loss attributable to NaturalShrimp Inc.
|
(477,072)
|
(749,488)
|
|
|
|
Amortization
of beneficial conversion feature on Series B PS
|
(293,000)
|
-
|
Dividends
|
(144,792)
|
-
|
|
|
|
Net
loss available for common stockholders
|
$(914,864)
|
$(749,488)
|
|
|
|
EARNINGS
PER SHARE (Basic and diluted)
|
$(0.00)
|
$(0.00)
|
|
|
|
EARNINGS
PER SHARE (Diluted)
|
$(0.00)
|
$(0.00)
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING (Basic and diluted)
|
386,434,991
|
308,558,080
|
The
accompanying footnotes are in integral part of these condensed
consolidated financial statements.
NATURALSHRIMP
INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 31, 2020
|
5,000,000
|
$500
|
2,250
|
$-
|
379,742,524
|
$37,975
|
$43,533,242
|
$(46,427,396)
|
$(82,101)
|
(2,937,780)
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
common stock upon conversion
|
|
|
|
|
37,926,239
|
3,793
|
222,644
|
|
|
226,437
|
Reclass of
derivative liability upon conversion of related convertible
debentures
|
|
|
|
|
|
|
205,000
|
|
|
205,000
|
Purchase of Series B Preferred
shares
|
|
|
1,250
|
-
|
|
|
1,250,000
|
|
|
1,250,000
|
Beneficial
conversion feature related to the Series B Preferred
Shares
|
|
|
|
|
|
|
293,000
|
(293,000)
|
|
-
|
Dividends
payable on Series B PS
|
|
|
|
|
|
|
|
(144,792)
|
|
(144,792)
|
Series B PS
Dividends in kind issued
|
|
|
50
|
-
|
|
|
56,458
|
|
|
56,458
|
Conversion of
Series B PS to common stock
|
|
|
(800)
|
-
|
33,569,730
|
3,357
|
(3,357)
|
|
|
-
|
Common stock
issued in Vista Warrant settlement
|
|
|
|
|
17,500,000
|
1,750
|
608,250
|
|
|
610,000
|
Reclass of warrant liability
upon the cancellation of warrants under Vista Warrant
settlement
|
|
|
|
|
|
|
90,000
|
|
|
90,000
|
Common stock
issued to consultant
|
|
|
|
|
1,250,000
|
125
|
61,125
|
|
|
61,250
|
Net
loss
|
|
|
|
|
|
|
|
(477,072)
|
(1,895)
|
(478,967)
|
|
|
|
|
|
|
|
|
|
|
-
|
Balance June 30, 2020
|
5,000,000
|
$500
|
2,750
|
$-
|
469,988,493
|
$47,000
|
$46,316,362
|
$(47,342,260)
|
$(83,996)
|
$(1,062,394)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 30, 2019
|
5,000,000
|
500
|
|
|
301,758,293
|
30,177
|
38,335,782
|
(41,223,445)
|
|
(2,856,986)
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
shares under equity financing agreement
|
|
|
|
|
11,482,721
|
1,148
|
1,498,852
|
|
|
1,500,000
|
Issuance of
shares upon conversion
|
|
|
|
|
3,000,000
|
300
|
29,700
|
|
|
30,000
|
Beneficial
conversion feature
|
|
|
|
|
|
|
58,548
|
|
|
58,548
|
Net
loss
|
|
|
|
|
|
|
|
(795,270)
|
-
|
(795,270)
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2019
|
5,000,000
|
$500
|
-
|
$-
|
316,241,014
|
$31,625
|
$39,922,882
|
$(42,018,715)
|
$(2,856,986)
|
$(2,063,708)
|
The
accompanying footnotes are in integral part of these condensed
consolidated financial statements.
NATURALSHRIMP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Unaudited)
|
For the Three Months Ended
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
loss attributable to NaturalShrimp Inc.
|
$(477,072)
|
$(749,488)
|
|
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
expense
|
10,781
|
12,244
|
Amortization
of debt discount
|
-
|
221,379
|
Change
in fair value of derivative liability
|
29,000
|
(16,000)
|
Default
penalty
|
41,112
|
-
|
Net
loss attributable to non-controlling interest
|
(1,895)
|
-
|
Shares
issued for services
|
61,250
|
-
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
Prepaid
expenses and other current assets
|
68,743
|
(19,647)
|
Deposits
|
(628,879)
|
(10,133)
|
Accounts
payable
|
(149,193)
|
(9,331)
|
Other
accrued expenses
|
(159,814)
|
53,000
|
Accrued
interest
|
6,836
|
-
|
Accrued
interest - related parties
|
12,096
|
46,000
|
|
|
|
Cash used in operating activities
|
(1,187,035)
|
(471,976)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
Cash
paid for machinery and equipment
|
(126,158)
|
(67,623)
|
Cash
received from Insurance settlement
|
917,210
|
-
|
Cash
paid for construction in process
|
-
|
(230,000)
|
|
|
|
Cash provided by (used in) investing activities
|
791,052
|
(297,623)
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
Payments
on bank loan
|
(3,989)
|
(1,960)
|
Repayment
line of credit short-term
|
-
|
(101,984)
|
Proceeds
from PPP loan
|
103,200
|
-
|
Proceeds
from issuance of common shares under equity agreement
|
-
|
1,500,000
|
Proceeds
from sale of Series B Convertible Preferred stock
|
1,250,000
|
-
|
Proceeds
from convertible debentures
|
-
|
100,000
|
Cash
received in relation to Vista warrant settlement
|
50,000
|
-
|
|
|
|
Cash provided by financing activities
|
1,399,211
|
1,496,056
|
|
|
|
NET CHANGE IN CASH
|
1,003,228
|
726,457
|
|
|
|
CASH AT BEGINNING OF PERIOD
|
109,491
|
137,499
|
|
|
|
CASH AT END OF PERIOD
|
$1,112,719
|
$863,956
|
|
|
|
INTEREST PAID
|
$17,930
|
$16,488
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing
Activities:
|
|
|
Shares
issued upon conversion
|
$226,437
|
$30,000
|
Dividends
in kind issued
|
$56,458
|
$-
|
Shares
issued on Vista Warrant settlement
|
$560,000
|
$-
|
The
accompanying footnotes are in integral part of these condensed
consolidated financial statements.
NATURALSHRIMP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2020
(Unaudited)
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Nature 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. Its initial production facility is
located outside of San Antonio, Texas.
The
Company has two wholly-owned subsidiaries including NaturalShrimp
Corporation, NaturalShrimp Global, Inc. and 51% owned Natural
Aquatic Systems, Inc. (“NAS”).
Going Concern
The
accompanying 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. For the three months ended June 30, 2020, the
Company had a net loss available for common stockholders of
approximately $915,000. At June 30, 2020, the Company had an
accumulated deficit of approximately $47,342,000 and a working
capital deficit of approximately $2,471,000. 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, 2020, the
Company received net cash proceeds of $1,250,000 from the sale of
1,250 Series B Preferred shares. Subsequent to June 30, 2020, the
Company received $500,000 from the sale of Series B Preferred
shares (See Note 11). Management believes that private placements
of equity capital and/or additional debt financing will be needed
to fund the Company’s long-term operating requirements. The
Company 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 or
convertible debt securities, the percentage ownership of its
current shareholders could be reduced, and such securities might
have rights, preferences or privileges senior to our 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 our operations. The Company
continues to pursue external financing alternatives to improve its
working capital position. If the Company is unable to obtain the
necessary capital, the Company may have to cease
operations.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The
accompanying unaudited financial information as of and for the
three months ended June 30, 2020 and 2019 has been prepared in
accordance with GAAP in the U.S. 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 months ended June 30, 2020 are not
necessarily indicative of the results that may be expected for the
entire year or for any other subsequent interim
period.
Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to the rules of
the U.S. Securities and Exchange Commission, or the SEC. These
unaudited financial statements and related notes should be read in
conjunction with our audited financial statements for the year
ended March 31, 2020 included in the Company’s Annual
Report on Form 10-K filed with the SEC on June 26,
2020.
The
condensed consolidated balance sheet at March 31, 2020 has been
derived from the audited financial statements at that date but does
not include all of the information and footnotes required by
generally accepted accounting principles in the U.S. for complete
financial statements.
Consolidation
The
consolidated financial statements include the accounts of
NaturalShrimp Incorporated and its wholly-owned subsidiaries,
NaturalShrimp Corporation, NaturalShrimp Global and 51 % owned
Natural Aquatic Systems, Inc. All significant intercompany accounts
and transactions have been eliminated in
consolidation.
Use of Estimates
Preparing 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. Actual results could differ from those
estimates.
Basic and Diluted Earnings/Loss per Common Share
Basic
and diluted earnings or loss per share (“EPS”) amounts
in the consolidated financial statements are computed in accordance
with 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. For the three months ended June 30, 2020, the
Company had approximately $278,000 in convertible debentures whose
approximately 1,560,000 underlying shares are convertible at the
holders’ option at conversion prices ranging from $0.124 to
$0.25 for fixed conversion rates which were not included in the
calculation of diluted EPS as their effect would be anti-dilutive.
For the three months ended June 30,2019, the Company had
approximately $1,168,000 in principal on convertible debentures
whose approximately 40,269,000 underlying shares are convertible at
the holders’ option at conversion prices ranging from $0.01 to $0.30 for fixed
conversion rates, and 34% - 60% of the defined trading price for
variable conversion rates and approximately 444,000
warrants with an exercise price of 45% of the market
price of the Company’s common stock, which were not included
in the calculation of diluted EPS as their effect would be
anti-dilutive.
Fair Value Measurements
ASC
Topic 820, “Fair Value
Measurement”, requires that certain financial
instruments be recognized at their fair values at our 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 in our balance
sheets. 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 income or other
comprehensive income. For financial instruments not recognized at
fair value, the disclosure of their fair values is provided below
under “Financial
Instruments.”
Nonfinancial
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 income in the
period the remeasurement occurred.
The
Company did not have any Level 1 or Level 2 assets and liabilities
at June 30, 2020 and March 31, 2020.
The
Derivative liabilities are Level 3 fair value
measurements.
The
following is a summary of activity of Level 3 liabilities during
the three months ended June 30, 2020 and 2019:
Derivatives
|
|
|
Derivative
liability balance at beginning of period
|
$176,000
|
$157,000
|
Reclass to equity
upon conversion or redemption
|
(205,000)
|
-
|
Change in fair
value
|
29,000
|
(16,000)
|
Balance at end of
period
|
$-
|
$141,000
|
At June
30, 2020, the fair value of the derivative liabilities of
convertible notes was estimated using the following
weighted-average inputs: the price of the Company’s common
stock of $0.04; a risk-free interest rate of 0.13%, and expected
volatility of the Company’s common stock of 158.29%, and the
various estimated reset exercise prices weighted by
probability.
At
June 30, 2019, the fair value of the derivative liabilities of
convertible notes was estimated using the following
weighted-average inputs: the price of the Company’s common
stock of $0.12; a risk-free interest rate of 2.12%, and expected
volatility of the Company’s common stock of 110.05%, and the
various estimated reset exercise prices weighted by
probability.
Warrant liability
|
|
|
Warrant liability
balance at beginning of period
|
$90,000
|
$92,000
|
Reclass to equity
upon cancellation or exercise
|
(90,000)
|
-
|
Change in fair
value
|
-
|
-
|
Balance at end of
period
|
$-
|
$92,000
|
At
June 30, 2019, the fair value of the warrant liability was
estimated using the following weighted-average inputs: the price of
the Company’s common stock of $0.12; a risk-free interest
rate of 1.71%, and expected volatility of the Company’s
common stock ranging of 268.05%.
Financial Instruments
The
Company’s financial instruments include cash and cash
equivalents, receivables, payables, and debt and are accounted for
under the provisions of ASC Topic 825, “Financial Instruments”. The
carrying amount of these financial instruments, with the exception
of discounted debt, as reflected in the consolidated balance sheets
approximates fair value.
Cash and Cash Equivalents
For the
purpose of the 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 June 30, 2020 and March 31, 2020.
Concentration of Credit Risk
The
Company maintains cash balances at two financial institution.
Accounts at this institution are insured by the Federal Deposit
Insurance Corporation (FDIC) up to $250,000. As of June 30,
2020 the
Company’s cash balance exceeded FDIC coverage. As of March
31, 2020, 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.
Fixed Assets
Equipment is
carried at historical value or cost and is depreciated over the
estimated useful lives of the related assets. Depreciation on
buildings is computed using the straight-line method, while
depreciation on all other fixed assets is computed using the
Modified Accelerated Cost Recovery System (MACRS) method, which
does not materially differ from GAAP. Estimated useful lives are as
follows:
Buildings
|
27.5
– 39 years
|
Other
Depreciable Property
|
5
– 10 years
|
Furniture
and Fixtures
|
3
– 10 years
|
Maintenance 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.
The
consolidated statements of operations reflect depreciation expense
of approximately $11,000 and $12,000 for the three months ended
June 30, 2020 and 2019, respectively.
Commitments and Contingencies
Certain
conditions may exist as of the date the 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. In
assessing 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.
If 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 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.
Loss
contingencies considered remote are generally not disclosed unless
they involve guarantees, in which case the nature of the guarantee
would be disclosed.
Recently Issued Accounting Standards
As of
June 30, 2020, there were several new accounting pronouncements
issued by the Financial Accounting Standards Board. Each of these
pronouncements, as applicable, has been or will be adopted by the
Company. 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.
Management’s Evaluation of Subsequent Events
The
Company evaluates events that have occurred after the balance sheet
date of June 30, 2020, through the date which the consolidated
financial statements were issued. Based upon the review, other than
described in Note 11 – Subsequent Events, the Company did not
identify any recognized or non-recognized subsequent events that
would have required adjustment or disclosure in the consolidated
financial statements.
NOTE 3 – FIXED ASSETS
A
summary of the fixed assets as of June 30, 2020 and March 31, 2020
is as follows:
|
|
|
Land
|
$202,293
|
$202,293
|
Buildings
|
541,862
|
509,762
|
Machinery
and equipment
|
316,045
|
221,987
|
Autos
and trucks
|
19,063
|
19,063
|
|
1,079,263
|
953,105
|
Accumulated
depreciation
|
(256,078)
|
(245,297)
|
Fixed
assets, net
|
$823,185
|
$707,808
|
On
March 18, 2020, the Company’s research and development plant
in La Coste, Texas was destroyed by a fire. The Company believes
that it was caused by a natural gas leak, but the fire was so
extensive that the cause was undetermined. The majority of the
damage was to their pilot production plant, which destroyed a large
portion of the fixed assets of the Company. The property destroyed
had a net book value of $1,909,495, which was written off and
recognized as Loss due to fire during the year ended March 31,
2020.. The Company filed a claim with their insurance company, and
as of June 2, 2020, received all the proceeds, which totaled
$917,210. The Company is currently purchasing replacement fixed
assets and reconstructing their pilot production
plant.
NOTE 4 – SHORT-TERM NOTE AND LINES OF CREDIT
The
Company has a working capital line of credit with Extraco Bank. On
April 30, 2020, the line of credit was renewed with a maturity date
of April 30, 2021 for a balance of $372,675. The line of credit
bears an interest rate of 5.0%, that is compounded monthly and to
be paid with the principal on the maturity date. The line of credit
matures on April 30, 2021 and is secured by certificates of deposit
and letters of credit owned by directors and shareholders of the
Company. The balance of the line of credit is $372,675 at both June
30, 2020 and March 31, 2020.
The
Company also has an additional line of credit with Extraco Bank for
$200,000, which was renewed with a maturity date of April 30, 2021,
for a balance of $177,778. The lines of credit bear interest at a
rate of 5%, that is compounded monthly and to be paid with the
principal on the maturity date. The line of credit is secured by
certificates of deposit and letters of credit owned by directors
and shareholders of the Company. The balance of the line of credit
was $177,778 at both June 30, 2020 and March 31, 2020.
The
Company also 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 29.15% as of June 30,
2020. The line of credit is unsecured. The balance of the line of
credit was $9,580 at both June 30, 2020 and March 31,
2020.
The
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 13.25% as of June 30, 2020. 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, 2020 and March 31, 2020.
NOTE 5 – BANK LOAN
On April 10, 2020, the Company obtained a Paycheck
Protection Program (“PPP”) loan in the amount of
$103,200 pursuant to the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”). Interest on the loan is
at the rate of 1% per year, and all loan payments are deferred for
six months, at which time the balance is payable in 18 monthly
installments if not forgiven in accordance with the CARES Act and
the terms of the promissory note executed by the Company in
connection with the loan. The promissory note
contains events of default and other provisions customary for a
loan of this type. As required,
the Company intends to use the PPP loan proceeds for payroll,
healthcare benefits, and utilities. The program provides
that the use of PPP Loan amount shall be limited to certain
qualifying expenses and may be partially or wholly forgiven in
accordance with the requirements set forth in the CARES
Act.
On
January 10, 2017, the Company entered into a promissory note with
Community National Bank for $245,000, at an annual interest rate of
5% and a maturity date of January 10, 2020 (the “CNB
Note”). The CNB Note is secured by certain real property
owned by the Company in LaCoste, Texas, and is also personally
guaranteed by the Company’s President, as well as certain
shareholders of the Company. On January 10, 2020, the loan was
modified, with certain terms amended. The modified note is for the
principal balance of $222,736, with initial monthly payments of
$1,730 through February 1, 2037, when all unpaid principal and
interest will be due and payable. The loan has an initial yearly
rate of interest of 5.75% , which may change beginning on February
1, 2023 and each 36 months thereafter, to the Wall Street Journal
Prime Rate plus 1%, but never below 4.25%. The monthly payments may
change on the same dates as the interest changes. The Company is
also allowed to make payments against the principal at any time.
The balance of the CNB Note is $220,899 at June 30, 2020, $8,990 of
which was in current liabilities, and $222,736 at March 31, 2020,
of which $8,904 was in current liabilities.
On
November 3, 2015, the Company entered into a short-term note
agreement with Community National Bank for a total value of
$50,000, with a maturity date of December 15, 2017. On July 18,
2018, the short-term note was replaced by a promissory note for the
outstanding balance of $25,298, which bears interest at 8% with a
maturity date of July 18, 2021. The note is guaranteed by an
officer and director. The balance of the note at June 30, 2020 and
March 31, 2020 was $9,853 and $12,005, respectively.
Maturities on Bank
loan is as follows:
Years
ended:
|
|
March 31,
2021
|
$112,190
|
March 31,
2022
|
20,730
|
March 31,
2023
|
9,240
|
March 31,
2024
|
9,786
|
March 31,
2025
|
10,364
|
Thereafter
|
171,642
|
|
$333,952
|
NOTE 6 – CONVERTIBLE DEBENTURES
August 24, 2018 Debenture
On
August 24, 2018, the Company entered into a 10% convertible note in
the principal amount of $55,000, convertible into shares of common
stock of the Company, which matures August 24, 2019. The interest
rate increases to 24% per annum upon an event of default, as set
forth in the agreement, including a cross default to all other
outstanding notes, and if the debenture is not paid at maturity the
principal due increases by 10%. If the Company loses its bid price
the principal outstanding on the debenture increases by 20%, and if
the Company’s common stock is delisted, the principal
increases by 50%.
The
note is convertible into shares of the Company’s common stock
at a price per share equal to 57% of the lowest closing bid price
for the last 20 days. The discount is increased an additional 10%,
to 47%, upon a “DTC chill". The conversion feature meets the
definition of a derivative and therefore requires bifurcation and
will be accounted for as a derivative liability.
During
the first 180 days the convertible redeemable note is in effect,
the Company may redeem the note at amounts ranging from 130% to
145% of the principal and accrued interest balance, based on the
redemption date’s passage of time ranging from 60 days to 180
days from the date of issuance of the debenture. On January 10,
2019 the outstanding principal of $55,000 and accrued interest of
$1,974 was purchased from the noteholder by a third party, for
$82,612. The additional $25,638 represents the redemption amount
owing to the original noteholder and increases the principal amount
due to the new noteholder and was recognized as financing
cost.
During
the fourth fiscal quarter of 2019, in three separate conversions,
the holder converted $57,164 of principal into 9,291,354 shares of
common stock of the Company. As a result of the conversions the
derivative liability related to the debenture was remeasured
immediately prior to the conversions with an overall increase in
the fair value of $65,000 recognized, with the fair value of the
derivative liability related to the converted portion, of $171,000
being reclassified to equity. The key valuation assumptions used
consist, in part, of the price of the Company’s common stock
on the dates of conversion, of $0.28 to $0.40; a risk-free interest
rate of 2.36% to 2.41% and expected volatility of the
Company’s common stock, of 343.98% to 374.79%, and the
various estimated reset exercise prices weighted by
probability.
On May
5, 2020, the remaining outstanding balance of $29,057 was converted
into 2,039,069 shares of common stock of the Company, at a
conversion rate of $0.014. As a result of the conversion the
derivative liability related to the debenture was remeasured
immediately prior to the conversions with an overall increase in
the fair value of $8,000 recognized, with the fair value of the
derivative liability related to the converted portion, of $30,000
being reclassified to equity. The key valuation assumptions used
consist, in part, of the price of the Company’s common stock
on the dates of conversion of $0.03; a risk-free interest rate of
0.13% and expected volatility of the Company’s common stock,
of 158.29%, and the various estimated reset exercise prices
weighted by probability.
September 14, 2018 Debenture
On
September 14, 2018, the Company entered into a 12% convertible
promissory note for $112,500, with an original issuance discount
(OID) of $10,250, which matures on March 14, 2019. There is a right
of prepayment in the first 180 days, but there is no right to repay
after 180 days. Per the agreement, the Company is required at all
times to have authorized and reserved three times the number of
shares that is actually issuable upon full conversion of the note.
The Company has not maintained the required share reservation under
the terms of the note agreement. The Company believes it has
sufficient available shares of the Company’s common stock in
the event of conversion for these notes. The interest rate
increases to a default rate of 24% for events as set forth in the
agreement, including if the market capitalization is below $5
million, or there are any dilutive issuances. There is also a cross
default provision to all other notes. In the event of default, the
outstanding principal balance increases to 150%, and if the Company
fails to maintain the required authorized share reserve, the
outstanding principal increases to 200%. Additionally, If the
Company enters into a 3(a)(9) or 3(a)(10) issuance of shares there
are liquidation damages of 25% of principal, not to be below
$15,000. The Company must also obtain the noteholder's written
consent before issuing any new debt. Additionally, if the note is
not repaid by the maturity date the principal balance increases by
$15,000. The market capitalization has been below $5 million and
therefore the note was in default, however, the holder has issued a
waiver to the Company on this default provision.
The
note is convertible into shares of the Company’s common stock
at a variable conversion rate that is equal to the lesser of 60% of
the lowest trading price for the last 20 days prior to the issuance
of the note or 60% of the lowest market price over the 20 days
prior to conversion. The conversion price shall be adjusted upon
subsequent sales of securities at a price lower than the original
conversion price. There are additional 10% adjustments to the
conversion price for events set forth in the agreement, including
if the conversion price is less than $0.01, if the Company is not
DTC eligible, the Company is no longer a reporting company, or the
note cannot be converted into free trading shares on or after nine
months from issue date. Per the agreement, the Company is required
at all times to have authorized and reserved three times the number
of shares that is actually issuable upon full conversion of the
note. The conversion feature meets the definition of a derivative
and therefore requires bifurcation and is accounted for as a
derivative liability.
On
December 13, 2018 the holder converted $11,200 of principal into
4,000,000 shares of common stock of the Company.
On
January 25, 2019 the outstanding principal of $101,550, plus an
additional $81,970 of default principal and $13,695 in accrued
interest of the note, resulting in a new balance of $197,215, was
purchased from the noteholder by a third party, who extended the
maturity date.
On
three separate dates during the first quarter of the fiscal year
ending March 31, 2021, the remaining outstanding balance was
converted into 35,887,170 shares of common stock of the Company, at
a conversion rate of $0.006. As a result of the conversion the
derivative liability related to the debenture was remeasured
immediately prior to the conversions with an overall increase in
the fair value of $8,000 recognized, with the fair value of the
derivative liability related to the converted portion, of $30,000
being reclassified to equity. The key valuation assumptions used
consist, in part, of the price of the Company’s common stock
on the dates of conversion of $0.03; a risk-free interest rate of
0.13% and expected volatility of the Company’s common stock,
of 158.29%, and the various estimated reset exercise prices
weighted by probability.
March 1, 2019 Debenture
On
March 1, 2019, the Company entered into a 10% convertible
promissory note for $168,000, with an OID of $18,000, for a
purchase price of $150,000, which matures on November 1, 2019. The
maturity date has been extended to September 1, 2020. During the
first 180 days the convertible redeemable note is in effect, the
Company may redeem the note at a prepayment percentage of 100% to
130% of the outstanding principal and accrued interest based on the
redemption date’s passage of time ranging from 60 days to 180
days from the date of issuance of the debenture. Per the agreement,
the Company is required at all times to have authorized and
reserved three times the number of shares that is actually issuable
upon full conversion of the note. In the event of default, as set
forth in the agreement, the outstanding principal balance increases
to 150%. In addition to standard events of default, an event of
default occurs if the common stock of the Company shall lose the
“bid” price for its Common Stock, on trading markets,
including the OTCBB, OTCQB or an equivalent replacement exchange.
If the Company enters into a 3(a)(9) or 3(a)(10) issuance of shares
there are liquidation damages of 25% of principal, not to be below
$15,000. The Company must also obtain the noteholder’s
written consent before issuing any new debt. The note is
convertible at a fixed conversion price of $0.25. If an event of
default occurs, the fixed conversion price is extinguished and
replaced by a variable conversion rate that is 70% of the lowest
trading prices during the 20 days prior to conversion. The fixed
conversion price shall reset upon any future dilutive issuance of
shares, options or convertible securities. The conversion feature
at issuance meets the definition of conventional convertible debt
and therefore qualifies for the scope exception in ASC
815-10-15-74(a) and would not be bifurcated and accounted for
separately as a derivative liability. The Company analyzed the
conversion feature under ASC 470-20, “Debt with conversion
and other options”, and based on the market price of the
common stock of the Company on the date of funding as compared to
the conversion price, determined there was a $134,000 beneficial
conversion feature to recognize, which will be amortized over the
term of the note using the effective interest method. There was not
any amortization expense recognized during the three months ended
June 30, 2020, as the
beneficial conversion feature was fully amortized as of September
30, 2019. The amortization expense recognized during the
three months ended June 30, 2019 amounted to approximately
$50,000.
April 17, 2019 Debenture
On
April 17, 2019, the Company entered into a 10% convertible
promissory note for $110,000, with an OID of $10,000, for a
purchase price of $100,000, which matures on January 23, 2020. The
maturity date has been extended until September 1, 2020. During the
first 180 days the convertible redeemable note is in effect, the
Company may redeem the note at a prepayment percentage of 120% to
130% of the outstanding principal and accrued interest based on the
redemption date’s passage of time ranging from 60 days to 180
days from the date of issuance of the debenture. Per the agreement,
the Company is required at all times to have authorized and
reserved three times the number of shares that is actually issuable
upon full conversion of the note. In the event of default, as set
forth in the agreement, the outstanding principal balance increases
to 150%. In addition to standard events of default, an event of
default occurs if the common stock of the Company shall lose the
“bid” price for its Common Stock, on trading markets,
including the OTCBB, OTCQB or an equivalent replacement exchange.
If the Company enters into a 3 (a)(9) or 3(a)(10) issuance of
shares there are liquidation damages of 25% of principal, not to be
below $15,000. The Company must also obtain the noteholder’s
written consent before issuing any new debt. The note is
convertible at a fixed conversion price of $0.124. If an event of
default occurs, the fixed conversion price is extinguished and
replaced by a variable conversion rate that is 70% of the lowest
trading prices during the 20 days prior to conversion. The fixed
conversion price shall reset upon any future dilutive issuance of
shares, options or convertible securities. The conversion feature
at issuance meets the definition of conventional convertible debt
and therefore qualifies for the scope exception in ASC
815-10-15-74(a) and would not be bifurcated and accounted for
separately as a derivative liability. The Company analyzed the
conversion feature under ASC 470-20, “Debt with conversion
and other options”, and based on the market price of the
common stock of the Company on the date of funding as compared to
the conversion price, determined there was an approximately $59,000
beneficial conversion feature to recognize, which will be amortized
over the term of the note using the effective interest method.
There was not any amortization expense recognized during the three
months ended June 30, 2020, as the beneficial conversion feature was
fully amortized as of September 30, 2019. The amortization
expense recognized during the three months ended June 30, 2019
amounted to approximately $20,000.
NOTE 7 – STOCKHOLDERS’ DEFICIT
Preferred Stock
As of
June 30, 2020 and March 31, 2020, 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, and 5,000 shares Series B preferred
stock are authorized and 2,750 outstanding,
respectively.
Series B Preferred Equity Offering
On
September 17, 2019, the Company entered into a Securities Purchase
Agreement (“SPA”) with GHS Investments LLC, a Nevada
limited liability company (“GHS”) for the purchase of
up to 5,000 shares of Series B PS at a stated value of $1,200 per
share, or for a total net proceeds of $5,000,000 in the event the
entire 5,000 shares of Series B PS are purchased. On September 17,
2019, the Company received an initial tranche of $250,000 under the
SPA. During the three months ended June 30, 2020 the Company
received $1,250,000 for the issuance of 1,250 Series B PS.
Subsequent to year end, the
Company issued 500 Series B Preferred Shares in various tranches of
the SPA, totaling $500,000.
Subsequent to the
year ended March 31, 2020, the Company has converted approximately
1,250 Series B PS plus 80 Series B PS dividends into 40,910,165
shares of the Company’s common stock.
Equity Financing Agreement 2019
On
August 23, 2019, the Company entered into a new Equity Financing
Agreement (“Equity Financing Agreement”) and
Registration Rights Agreement (“Registration Rights
Agreement”) with GHS. Under the terms of the Equity Financing
Agreement, GHS agreed to provide the Company with up to $11,000,000
upon effectiveness of a registration statement on Form S-1 (the
“Registration Statement”) filed with the U.S.
Securities and Exchange Commission (the
“Commission”).
Following
effectiveness of the Registration Statement, the Company shall have
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 exceed $500,000. 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). Puts may be delivered by the Company to GHS until the
earlier of thirty-six (36) months after the effectiveness of the
Registration Statement or the date on which GHS has purchased an
aggregate of $11,000,000 worth of Common Stock under the terms of
the Equity Financing Agreement.
The
Registration Rights Agreement provides that the Company shall (i)
use its best efforts to file with the Commission the Registration
Statement within 30 days of the date of the Registration Rights
Agreement; and (ii) have the Registration Statement declared
effective by the Commission within 30 days after the date the
Registration Statement is filed with the Commission, but in no
event more than 90 days after the Registration Statement is filed.
The Registration Statement was filed on October 8, 2019 and as of
this filing has not yet been deemed effective.
Options and Warrants
The
Company has not granted any options since inception.
The
Company granted warrants in connection with various convertible
debentures in previous periods. The remaining outstanding warrants
were cancelled in connection with the legal settlement with Vista
Capital Investments, LLC, on April 9, 2020. See discussion in Note
10. The related warrant liability was revalued upon cancellation on
April 9, 2020, resulting in no change to the fair value of the
warrant liability and the $90,000 fair value was reclassified to
equity.
As of
June 30, 2019, there were 444,000 (after adjustment) remaining
warrants to purchase shares of common stock outstanding, classified
as a warrant liability, which were to expire on January 31, 2022,
with an exercise price of 45% of the market value of the common
shares of the Company on the date of exercise.
NOTE 8 – RELATED PARTY TRANSACTIONS
Accrued Payroll – Related Parties
Included in other
accrued expenses on the accompanying consolidated balance sheet as
of June 30, 2020 and March 31, 2020, respectively, is approximately
$160,000 and $176,000 owing to the former Chief Executive Officer
of the Company, approximately $84,000 and $84,000 owing to the
President of the Company, and approximately $175,000 and $175,000,
owing to a key employee (which includes $50,000 in both fiscal
years, from consulting services prior to his employment). These
amounts include both accrued payroll and accrued allowances and
expenses.
NaturalShrimp Holdings, Inc.
On
January 1, 2016 the Company entered into a notes payable agreement
with NaturalShrimp Holdings, Inc.(“NSH”), a
shareholder. Between January 16, 2016 and March 7, 2016, the
Company borrowed $134,750 under this agreement. An additional
$601,361 was borrowed under this agreement in the year ended March
31, 2017. The note payable has no set monthly payment or maturity
date with a stated interest rate of 2%. As of June 30, 2020 and
March 31, 2020 the outstanding balance is approximately $735,000.
At June 30, 2020 and March 31, 2020, accrued interest payable was
approximately $55,000 and $51,000, respectively.
Shareholder Notes
The Company has
entered into several working capital notes payable to multiple
shareholders of NSH and Bill Williams, a former officer and
director, and a current 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 at both June
30, 2020 and March 31, 2020 was $426,404, respectively, and is
classified as a current liability on the consolidated balance
sheets. At June 30, 2020 and March 31, 2020, accrued interest
payable was approximately $248,000 and $240,000, respectively. On
July 15, 2020, the Company issued a promissory note to Ms. Williams
in the amount of $383,604 to settle the amounts agreed to in the
separation agreement (Note 10), which includes the debt amounts
owed to Bill Williams (see Note 11 for further
discussion).
Shareholders
Beginning 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,
2020 and March 31, 2020 was $54,647 and is classified as a current
liability on the consolidated balance sheets.
NOTE 9 – LEASE
On June
24, 2019, the Company entered into a service and equipment lease
agreement for water treatment services, consumables and equipment.
The lease term is for five years, with a renewal option of an
additional five years, with a monthly lease payment of $5,000. The
Company analyzed the classification of the lease under ASC 842, and
as it did not meet any of the criteria for a financing lease it has
been classified as an operating lease. The Company determined the
Right of Use asset and Lease liability values at inception
calculated at the present value of all future lease payments for
the lease term, using an incremental borrowing rate of 5%. The
Lease Liability will be expensed each month, on a straight line
basis, over the life of the lease. As of June 30, 2020 and March
31, 2020, the lease is on hold while the Company waits for new
equipment to be delivered and installed. As the lease is on hold
there has been no lease expense or amortization of the Right of Use
asset for the three months ended June 30, 2020.
For the
three months ended June 30, 2019 the lease expense was $15,000, and
the amortization of the Right of Use asset was
$11,702.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Executive Employment Agreements –Gerald
Easterling
On
April 1, 2015, the Company entered into an employment agreement
with Gerald Easterling at the time as the Company’s
President, effective as of April 1, 2015 (the “Employment
Agreement”).
The
Employment Agreement is terminable at will and each provide for a
base annual salary of $96,000. In addition, the Employment
Agreement provides that the employee is entitled, at the sole and
absolute discretion of the Company’s Board of Directors, to
receive performance bonuses. Mr. Easterling will also be entitled
to certain benefits including health insurance and monthly
allowances for cell phone and automobile expenses.
The
Employment Agreement provides that in the event the employee is
terminated without cause or resigns for good reason (as defined in
their Employment Agreement), the employee will receive, as
severance the employee’s base salary for a period of 60
months following the date of termination. In the event of a change
of control of the Company, the employee may elect to terminate the
Employment Agreement within 30 days thereafter and upon such
termination would receive a lump sum payment equal to 500% of the
employee’s base salary.
The
Employment Agreement contains certain restrictive covenants
relating to non-competition, non-solicitation of customers and
non-solicitation of employees for a period of one year following
termination of the employee’s Employment
Agreement.
On
August 15, 2019, the late Mr. Bill Williams resigned from his
position as Chairman of the Board and Chief Executive Officer of
the Company, effective August 31, 2019. Mr. Easterling replaced him
as the Chief Executive Officer of the Company. The separation
agreement calls for the continued payment of salary, at $8,000
semi-monthly, until his accrued compensation in the amount of
approximately $217,000 is paid off, as well as his monthly rent,
medical and automobile payments to continue to be paid and deducted
against the accrued compensation and debt. After the accrued
compensation is fully paid, the payments shall be $10,000 per month
against the remaining debt balance, which is $223,000 as of date of
settlement, until such balance is paid in full. On July 15, 2020,
the Company issued a promissory note to Ms. Williams in the amount
of $383,604 to settle the amounts agreed to in the separation
agreement for accrued compensation and debt (see Note
11).
Vista Capital Investments, LLC
On April 30, 2019, a complaint was filed against
the Company in the U.S. District Court in Dallas, Texas alleging
that the Company breached a provision in a common stock
purchase warrant (the “Vista Warrant”) issued by the
Company to Vista Capital Investments, LLC (“Vista”).
Vista alleged that the Company failed
to issue certain shares of the Company’s Common Stock as was
required under the terms of the Warrant. Vista sought money damages
in the approximate amount of $7,000,000, as well as costs and
reimbursement of expenses.
On April 9, 2020, the Company, Vista and David
Clark (“Clark’), a principal of Vista, (the
“Parties”) entered into a Settlement Agreement and
Release (the “Settlement Agreement”) whereby the
Company shall (i) pay to Vista the sum of $75,000, which the
Company wired on April 10, 2020, and (ii) issue to Vista 17,500,000
shares of the Company’s Common Stock (the “Settlement
Shares”). For a period of time equal to 90-days from the date
of the settlement, or July 8, 2020, the Company shall have the
right, but not the obligation, to purchase back from Vista
8,750,000 of the Settlement Shares at a price equal to the greater
of (i) the volume weighted-average trading price of the
Company’s common shares over the five preceding trading days
prior to the date of the delivery of the Company’s written
notice of such repurchase or (ii) $0.02 per share. On May
18, 2020, the Company received $50,000 as consideration for waiving
the purchase option on the Settlement Shares, thereby allowing
Vista to retain all of the Settlement Shares. The Vista warrants outstanding were also cancelled
as part of the Settlement Agreement. The $75,000, as well as the
fair market value of the 17,500,000 common shares, which is
$560,000 based on the market value of the Company’s common
stock on the settlement date of $0.32, was accrued in Accrued
expenses on the accompanying March 31, 2020 Balance Sheet and
recognized as Loss on Warrant settlement in the fourth quarter of
the year ending March 31, 2020.
NOTE 11 – SUBSEQUENT EVENTS
Subsequent to year end, the Company issued
500 Series B Preferred Shares in various tranches of the SPA,
totaling $500,000.
Subsequent to the
year ended March 31, 2020, the Company has converted approximately
1,250 Series B PS plus 80 Series B PS dividends into 40,910,165
shares of the Company’s common stock.
On 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 dated August 15, 2019 for
accrued compensation and debt owed to the late Mr. Bill Williams.
The note bears interest at one percent per annum, and calls for
monthly payments of $8,000 until the balance is paid in
full.
On
August 11, 2020, the Company issued a press release announcing that
it has signed a letter of intent to acquire the assets of Alder
Aqua, formerly known as VeroBlue Farms, in Webster City, Iowa,
including, but not limited to, the real property, equipment, tanks,
rolling stock, inventory, permits, contracts, customer lists and
contracts and other such assets used in the operation of the
business. The purchase price will be $10,000,000, consisting of a
$5,000,000 down payment and notes due in 36 and 48 months. The
acquisition is subject to successful due diligence by the Company
and is expected to close in the fourth quarter of 2020.
Additionally, the facilities located in Blairsburg, Iowa and
Buckeye, Iowa are included in the transaction.
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q
includes a number of forward-looking statements that reflect
management’s current views with respect to future events and
financial performance. Forward-looking statements are
projections in respect of future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as “may,”
“should,” “expects,” “plans,”
“anticipates,” “believes,”
“estimates,” “predicts,”
“potential” or “continue” or the negative
of these terms or other comparable terminology. These statements include statements
regarding the intent, belief or current expectations of us and
members of our management team, as well as the assumptions on which
such statements are based. Prospective investors are cautioned that
any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual
results may differ materially from those contemplated by such
forward-looking statements. These statements are only
predictions and involve known and unknown risks, uncertainties and
other factors, including the risks set forth in the section
entitled “Risk Factors” in our Annual Report on Form
10-K for the fiscal year ended March 31, 2020, as filed with the
U.S. Securities and Exchange Commission (the “SEC”) on
June 26, 2020, any of which may cause our company’s or our
industry’s actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied in our forward-looking statements. These risks and factors
include, by way of example and without limitation:
●
our ability on a
timely basis to successfully rebuild our research and development
plant in La Coste, Texas which was completely destroyed by a fire
on March 18, 2020;
●
our ability, once
our research and development plan is rebuilt, to successfully
commercialize our equipment and shrimp farming operations to
produce a market-ready product in a timely manner and in enough
quantity;
●
absence of
contracts with customers or suppliers;
●
our ability to
maintain and develop relationships with customers and
suppliers;
●
our ability to
successfully integrate acquired businesses or new
brands;
●
the impact of
competitive products and pricing;
●
supply constraints
or difficulties;
●
the retention and
availability of key personnel;
●
general economic
and business conditions;
●
substantial doubt
about our ability to continue as a going concern;
●
our continued
ability to raise funding through institutional investors at the
pace and quantities required to scale our plant needs to
commercialize our products;
●
our ability to
successfully recruit and retain qualified personnel in order to
continue our operations;
●
our ability to
successfully implement our business plan;
●
our ability to
successfully acquire, develop or commercialize new products and
equipment;
●
the commercial
success of our products;
●
business
interruptions resulting from geo-political actions, including war,
and terrorism or disease outbreaks (such as the outbreak
ofCOVID-19);
●
intellectual
property claims brought by third parties; and
●
the impact of any
industry regulation.
Although we believe
that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of
activity, or performance. Except as required by applicable law,
including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform
these statements to actual results.
Readers
are urged to carefully review and consider the various disclosures
made by us in this report and in our other reports filed with the
Securities and Exchange Commission (the “SEC”). We
undertake no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes in the future operating results
over time except as required by law. We believe that our
assumptions are based upon reasonable data derived from and known
about our business and operations. No assurances are made that
actual results of operations or the results of our future
activities will not differ materially from our
assumptions.
As used
in this Quarterly Report on Form 10-Q and unless otherwise
indicated, the terms “Company,” “we,”
“us,” and “our” refer to NaturalShrimp
Incorporated and its wholly-owned subsidiaries: NaturalShrimp
Corporation (“NSC”) and NaturalShrimp Global, Inc.
(“NS Global”) and our 51% owned subsidiary, Natural
Aquatic Systems, Inc. Unless otherwise specified, all dollar
amounts are expressed in United States Dollars.
Corporate History
We were
incorporated in the State of Nevada on July 3, 2008 under the name
“Multiplayer Online Dragon, Inc.” Effective November 5,
2010, we effected an 8-for-1 forward stock split, increasing the
issued and outstanding shares of our common stock from 12,000,000
shares to 96,000,000 shares. On October 29, 2014, we effected a
1-for-10 reverse stock split, decreasing the issued and outstanding
shares of our common stock from 97,000,000 to
9,700,000.
On
November 26, 2014, we entered into an Asset Purchase Agreement (the
“Agreement”) with NaturalShrimp Holdings, Inc. a
Delaware corporation (“NSH”), pursuant to which we
agreed to acquire substantially all of the assets of NSH which
assets consisted primarily of all of the issued and outstanding
shares of capital stock of NSC and NS Global, and certain real
property located outside of San Antonio, Texas (the
“Assets”).
On
January 30, 2015, we consummated the acquisition of the Assets
pursuant to the Agreement. In accordance with the terms of the
Agreement, we issued 75,520,240 shares of our common stock to NSH
as consideration for the Assets. As a result of the transaction,
NSH acquired 88.62% of our issued and outstanding shares of common
stock; NSC and NS Global became our wholly-owned subsidiaries, and
we changed our principal business to a global shrimp farming
company.
In
connection with our receipt of approval from the Financial Industry
Regulatory Authority (“FINRA”), effective March 3,
2015, we amended our Articles of Incorporation to change our name
to “NaturalShrimp Incorporated.”
Business Overview
We are
a biotechnology company and we have developed a proprietary
technology that allows us 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. Our system uses technology which
allows us to produce a naturally-grown shrimp “crop”
weekly, and accomplishes this without the use of antibiotics or
toxic chemicals. We have developed several proprietary technology
assets, including a knowledge base that allows us 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. Our initial production facility is located outside of
San Antonio, Texas.
NS
Global, one of our wholly-owned subsidiaries, owns less than 1% of
NaturalShrimp International A.S. in Europe. Our European-based
partner, NaturalShrimp International A.S., Oslo, Norway, is
responsible for the construction cost of its facility and initial
operating capital. The first facility built in Spain for
NaturalShrimp International A.S. is GambaNatural de España,
S.L. The land for the first facility was purchased in Medina del
Campo, Spain, and construction of the 75,000 sq. ft. facility was
completed in 2016. Medina del Campo is approximately seventy-five
miles northwest of Madrid, Spain.
On
October 16, 2015, we formed Natural Aquatic Systems, Inc.
(“NAS”). The purpose of the NAS is to formalize the
business relationship between our Company and F&T Water
Solutions LLC for the joint development of certain water
technologies. The technologies shall include, without limitation,
any and all inventions, patents, intellectual property and know-how
dealing with enclosed aquatic production systems worldwide. This
includes construction, operation, and management of enclosed
aquatic production, other than shrimp, facilities throughout the
world, co-developed by both parties at our facility located outside
of La Coste, Texas. On December 25, 2018, we were awarded U.S.
Patent “Recirculating Aquaculture System and Treatment Method
for Aquatic Species” covering all indoor aquatic species that
utilizes proprietary art.
The
Company has two wholly-owned subsidiaries, NSC and NS Global and
owns 51% of NAS.
Evolution of Technology and Revenue Expectations
Historically,
efforts to raise shrimp in a high-density, closed system at the
commercial level have been met with either modest success or
outright failure through “BioFloc Technology.”
Infectious agents such as parasites, bacteria and viruses are the
most damaging and most difficult to control. Bacterial infection
can in some cases be combated through the use of antibiotics
(although not always), and in general, the use of antibiotics is
considered undesirable and counter to “green”
cultivation practices. Viruses can be even worse, in that they are
immune to antibiotics. Once introduced to a shrimp population,
viruses can wipe out entire farms and shrimp populations, even with
intense probiotic applications.
Our
primary solution against infectious agents is our “Vibrio
Suppression Technology.” We believe this system creates
higher sustainable densities, consistent production, improved
growth and survival rates and improved food conversion without the
use of antibiotics, probiotics or unhealthy anti-microbial
chemicals. Vibrio Suppression Technology helps to exclude and
suppress harmful organisms that usually destroy
“BioFloc” and other enclosed technologies.
In
2001, we began research and development of a high density, natural
aquaculture system that is not dependent on ocean water to provide
quality, fresh shrimp every week, fifty-two weeks a year. Our
initial system was successful, but we determined that it would not
be economically feasible due to high operating costs. Over the next
several years, using the knowledge we gained from developing the
first system, we developed a shrimp production system that
eliminated the high costs associated with the previous system. We
have continued to refine this technology, eliminating bacteria and
other problems that affect enclosed systems, and now have a
successful shrimp growing process. We have produced thousands of
pounds of shrimp over the last few years in order to develop a
design that will consistently produce quality shrimp that grow to a
large size at a specific rate of growth. This included
experimenting with various types of natural live and synthesized
feed supplies before selecting the most appropriate nutritious and
reliable combination. It also included utilizing monitoring and
control automation equipment to minimize labor costs and to provide
the necessary oversight for proper regulation of the shrimp
environment. However, there were further enhancements needed to our
process and technology in order to begin production of shrimp on a
commercially viable scale and to generate revenues.
Our
current system consists of a reception tank where the shrimp are
acclimated, then moved to a larger grow-out tank for the rest of
the twenty-four week cycle. During 2016, we engaged in additional
engineering projects with third parties to further enhance our
indoor production capabilities. For example, through our
relationship with Trane, Inc., a division of Ingersoll-Rand Plc
(“Trane”), Trane has provided a detailed audit to use
data to build and verify the capabilities of then initial Phase 1
prototype of a Trane-proposed three tank system at our La Coste,
Texas facility. The Company contracted F&T Water Solutions and
RGA Labs, Inc. (“RGA Labs”) to complete final
engineering and building of the initial patent-pending modified
Electrocoagulation system for the grow-out, harvesting and
processing of fully mature, antibiotic-free Pacific White Leg
shrimp. The design will present a viable pathway to begin
generating revenue and producing shrimp on a commercially viable
scale. The design is completed and was installed in early June 2018
by RGA Labs, and final financing for the system is expected to be
provided by one of the Company’s existing intuitional
investors. The first post larvae (PL) arrived from the hatchery on
July 3, 2018. The Company used the shrimp for sampling to key
potential customers and special events such as the Texas Restaurant
Association trade show. The Company also received two production PL
lots from Global Blue Technologies on March 21, 2019 and April 17,
2019 and from American Penaeid, Inc. on August 7, 2019. Because the
shrimp displayed growth that was slower than normal, the Company
had a batch tested by an independent lab at the University of
Arizona. The shrimp tested positive for Infectious hypodermal and
hematopoietic necrosis (“IHHNV”) and the Texas Parks
and Wildlife Department was notified that the facility was under
quarantine. On August 26, 2019, the Company was forced to terminate
all lots due to the infection. The Company will begin restocking on
shrimp in the refurbished facility sections. On August 30, 2019,
the Company received notice that it was in compliance again and the
quarantine had been lifted. During the aforementioned quarantine,
the Company decided to begin an approximately $1,000,000 facility
renovation demolishing the interior 16 wood structure lined tanks
(720,000 gallons). The Company would be replacing the previous
tanks with 40 new fiberglass tanks (600,000 gallons) at a cost of
approximately $400,000 allowing complete production flexibility
with more smaller tanks. The Company had expected that the first
shrimp tanks harvest target date will be April 2020.
On
March 18, 2020, our research and development plant in La Coste,
Texas was destroyed by a fire. The Company believes that it was
caused by a natural gas leak, but the fire was so extensive that
the cause was undetermined. No one was injured as a result of the
fire. The majority of the damage was to our pilot production plant,
which comprises approximately 35,000 square feet of the total size
of all facilities at the La Coste location of approximately 53,000
square feet, but the fire did not impact the separate greenhouse,
reservoirs or utility buildings. We have received total insurance
proceeds in the amount of $917,210, the full amount of our claim.
These funds are being utilized to rebuild a 40,000 square foot
production facility at the La Coste facility and to repurchase the
equipment needed to replace what was lost in the fire.
Results of Operations
Comparison of the Three Months Ended June 30, 2020 to the Three
Months Ended June 30, 2019
Revenue
We have
not earned any significant revenues since our inception and,
although we expect revenues to begin in six to nine months, we can
provide no assurances as to how significant they will be at that
time.
Expenses
Our
expenses for the three months ended June 30, 2020 are summarized as
follows, in comparison to our expenses for the three months ended
June 30, 2019:
|
Three Months
Ended June 30,
|
|
|
|
|
|
|
Salaries and
related expenses
|
$110,715
|
$109,623
|
Professional
fees
|
128,308
|
60,796
|
Other general and
administrative expenses
|
93,322
|
84,994
|
Rent
|
3,634
|
4,066
|
Facility
operations
|
11,372
|
124,524
|
Depreciation
|
10,781
|
12,244
|
Total
|
$358,132
|
$350,352
|
Operating expenses
for the three months ended June 30, 2020 were $358,132, which is
fairly consistent compared to operating expenses of $350,352 for
the same period in 2019. The overall change in expenses is mainly
the decrease in facility operations between the periods, offset by
the increase in professional fees. The decrease of approximately
$113,000 in facility operations is a result of the fire on March
18, 2020, at our pilot production plant, which is currently in the
process of being rebuilt. In the three months ending June 30, 2019,
the Company was progressing with their testing and planning to
begin commercial operations, which had resulted in a ramp-up of
costs, including increases for employees and related costs,
consultants, travel costs The increase in professional fees is due
to an increase in legal fees this period, related in part to the
Vista warrant settlement, and an increase in accounting consulting
fees, over the same period in the previous year.
Liquidity, Financial Condition and Capital Resources
As of
June 30, 2020, we had cash on hand of approximately $1,113,000 and
a working capital deficiency of approximately
$2,471,000.
as compared to cash on hand of approximately $1,155,000 and a
working capital deficiency of approximately $3,598,000 as of March
31, 2020. The increase in working capital deficiency for the three
months ended June 30, 2020 while current assets is basically the
same, is mainly due to the decreases in accounts payable and
accrued expenses in current liabilities.
Working Capital Deficiency
Our
working capital deficiency as of June 30, 2020, in comparison to
our working capital deficiency as of March 31, 2020, can be
summarized as follows:
|
|
|
|
|
|
Current
assets
|
$1,172,669
|
$1,155,394
|
Current
liabilities
|
3,643,563
|
4,753,343
|
Working capital
deficiency
|
$2,470,894
|
$3,597,949
|
While
current assets in total is fairly consistent between periods, there
is an increase of approximately $1,003,000 in cash largely due to
the receipt of the $917,210 of the Insurance proceeds from the fire
at the pilot production plant, which is offset by the removal of
the Insurance settlement from current assets as of March 31, 2020.
The decrease in current liabilities is primarily due to the
issuance of the shares of the Company’s common stock in the
current period related to the Vista warrant settlement, with a fair
value of $560,000, plus the cash payment to Vista of $75,000 on
April 10, 2020, which were both included in accrued expenses as of
March 31. 2020. Additionally, there is an increase of approximately
$150,000 in accounts payable, and the reclassification to equity of
the total derivative liability due to the full conversion of the
related notes and the warrant liability upon the cancellation of
the Vista warrants as part of the Vista warrant
settlement.
Cash Flows
Our
cash flows for the three months ended June 30, 2020, in comparison
to our cash flows for the three months ended June 30, 2019, can be
summarized as follows:
|
Three Months
Ended June 30,
|
|
|
|
Net cash used in
operating activities
|
$(1,187,035)
|
$(471,976)
|
Net cash used in
investing activities
|
791,052
|
(297,623)
|
Net cash provided
by financing activities
|
1,399,211
|
1,496,056
|
Net change in
cash
|
$1,003,228
|
$726,457
|
The
increase in net cash used in operating activities in the three
months ended June 30, 2020, compared to the same period in 2019 is
largely attributable to the increase in deposits in the current
period, which are payments towards fixed assets the Company is
buying to reconstruct its pilot production plant; as well as the
decrease in accrued expenses, which was a result of the settlement
with Vista. Additionally, there was a swing in the fair value of
derivatives between periods, as well as a default penalty on
convertible notes this period, and consulting fees for shares of
common stock of the Company which were issued for
services.
The net
cash provided by investing activities in the three months ended
June 30, 2020 includes the $917,210 of cash proceeds received from
the insurance settlement for the fire to the pilot production
plant, offset by cash paid for machinery and equipment. In the same
period in 2019, the Company used cash for investing activities to
purchase machinery and equipment and payments on construction in
process on the new facility.
The net
cash provided by financing activities decreased by approximately
$97,000 between periods. For the current period, the Company
received $1,250,000 from the Securities Purchase Agreement for the
sale of Series B Convertible Preferred Stock, as well as $103,200
from a Payroll Protection Program loan, which is expected to be
forgiven within the current year. In the same period in the prior
year, the financing activities primarily arose from the proceeds
received from the equity financing agreement of $1,500,000 and
$100,000 proceeds from a new convertible debenture in April of
2019, offset by payments made on the credit line in fiscal
2020.
Our
cash position was approximately $1,113,000 as of June 30, 2020.
Management believes that our cash on hand and working capital are
not sufficient to meet our current anticipated cash requirements
for the next twelve months, as more fully described
below.
Recent Financing Arrangements and Developments During the
Period
Short-Term Debt and Lines of Credit
The
Company has a working capital line of credit with Extraco Bank. On
April 30, 2020, the line of credit was renewed with a maturity date
of April 30, 2021 for a balance limit of $372,675. The line of
credit bears an interest rate of 5.0%, that is compounded monthly
and to be paid with the principal on the maturity date. The line of
credit matures on April 30, 2021 and is secured by certificates of
deposit and letters of credit owned by directors and shareholders
of the Company. The balance of the line of credit is $372,675 at
both June 30, 2020 and March 31, 2020.
The
Company also has an additional line of credit with Extraco Bank for
$200,000, which was renewed with a maturity date of April 30, 2021,
for a balance of $177,778. The lines of credit bear interest at a
rate of 5%, that is compounded monthly and to be paid with the
principal on the maturity date. The line of credit is secured by
certificates of deposit and letters of credit owned by directors
and shareholders of the Company. The balance of the line of credit
was $177,778 at both June 30, 2020 and March 31, 2020.
The
Company also 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 29.15% as of June 30,
2020. The line of credit is unsecured. The balance of the line of
credit was $9,580 at both June 30, 2020 and March 31,
2020.
The
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 13.25% as of June 30, 2020. 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, 2020 and March 31, 2020.
Bank Loan
On April 10, 2020, the Company obtained a Paycheck
Protection Program (“PPP”) loan in the amount of
$103,200 pursuant to the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”). Interest on the loan is
at the rate of 1% per year, and all loan payments are deferred for
six months, at which time the balance is payable in 18 monthly
installments if not forgiven in accordance with the CARES Act and
the terms of the promissory note executed by the Company in
connection with the loan. The promissory note
contains events of default and other provisions customary for a
loan of this type. As required,
the Company intends to use the PPP loan proceeds for payroll,
healthcare benefits, and utilities. The program provides
that the use of PPP Loan amount shall be limited to certain
qualifying expenses and may be partially or wholly forgiven in
accordance with the requirements set forth in the CARES
Act.
On
January 10, 2017, the Company entered into a promissory note with
Community National Bank for $245,000, at an annual interest rate of
5% and a maturity date of January 10, 2020 (the “CNB
Note”). The CNB Note is secured by certain real property
owned by the Company in LaCoste, Texas, and is also personally
guaranteed by the Company’s President, as well as certain
shareholders of the Company. On January 10, 2020, the loan was
modified, with certain terms amended. The modified note is for the
principal balance of $222,736, with initial monthly payments of
$1,730 through February 1, 2037, when all unpaid principal and
interest will be due and payable. The loan has an initial yearly
rate of interest of 5.75% , which may change beginning on February
1, 2023 and each 36 months thereafter, to the Wall Street Journal
Prime Rate plus 1%, but never below 4.25%. The monthly payments may
change on the same dates as the interest changes. The Company is
also allowed to make payments against the principal at any time.
The balance of the CNB Note is $222,736 at June 30, 2020, $19,200
of which was in current liabilities, and $220,899 at March 31,
2020, of which $8,990 was in current liabilities.
On
November 3, 2015, the Company entered into a short-term note
agreement with Community National Bank for a total value of
$50,000. The short-term note had a stated interest rate of 5.25%,
maturity date of December 15, 2017 and had an initial interest only
payment on February 3, 2016. On July 18, 2018, the short-term note
was replaced by a promissory note for the outstanding balance of
$25,298, which bears interest at 8% with a maturity date of July
18, 2021. The note is guaranteed by an officer and director. The
balance of the note at June 30, 2020 and March 31, 2020 was $9,853
and $12,005, respectively.
Convertible Debentures
On
August 24, 2018, the Company entered into a 10% convertible note in
the principal amount of $55,000, convertible into shares of common
stock of the Company, which matures August 24, 2019. The interest
rate increases to 24% per annum upon an event of default, as set
forth in the agreement, including a cross default to all other
outstanding notes, and if the debenture is not paid at maturity the
principal due increases by 10%. If the Company loses its bid price
the principal outstanding on the debenture increases by 20%, and if
the Company’s common stock is delisted, the principal
increases by 50%. On January 10, 2019 the outstanding principal of
$55,000 and accrued interest of $1,974 was purchased from the
noteholder by a third party, for $82,612. The additional $25,638
represents the redemption amount owing to the original noteholder
and increases the principal amount due to the new noteholder. The
note is convertible into shares of the Company’s common stock
at a price per share equal to 57% of the lowest closing bid price
for the last 20 days. The discount is increased an additional 10%,
to 47%, upon a “DTC chill". During the fourth fiscal quarter
of 2019, in three separate conversions, the holder converted
$57,164 of principal into 9,291,354 shares of common stock of the
Company. On May 5, 2020, the remaining outstanding balance of
$29,057 was converted into 2,039,069 shares of common stock of the
Company, at a conversion rate of $0.014.
On
September 14, 2018, the Company entered into a 12% convertible
promissory note for $112,500, with an OID of $10,250, which matures
on March 14, 2019. On January 25, 2019 the outstanding principal of
$101,550, plus an additional $81,970 of default principal and
$13,695 in accrued interest of the note, resulting in a new balance
of $197,215, was purchased from the noteholder by a third party,
who extended the maturity date. Per the agreement, the Company is
required at all times to have authorized and reserved three times
the number of shares that is actually issuable upon full conversion
of the note. The interest rate increases to a default rate of 24%
for events as set forth in the agreement, including if the market
capitalization is below $5 million, or there are any dilutive
issuances. There is also a cross default provision to all other
notes. In the event of default, the outstanding principal balance
increases to 150%, and if the Company fails to maintain the
required authorized share reserve, the outstanding principal
increases to 200%. Additionally, If the Company enters into a
3(a)(9) or 3(a)(10) issuance of shares there are liquidation
damages of 25% of principal, not to be below $15,000. The Company
must also obtain the noteholder's written consent before issuing
any new debt. Additionally, if the note is not repaid by the
maturity date the principal balance increases by $15,000. The
market capitalization has been below $5 million and therefore the
note was in default, however, the holder has issued a waiver to the
Company on this default provision.
The
note is convertible into shares of the Company’s common stock
at a variable conversion rate that is equal to the lesser of 60% of
the lowest trading price for the last 20 days prior to the issuance
of the note or 60% of the lowest market price over the 20 days
prior to conversion. The conversion price shall be adjusted upon
subsequent sales of securities at a price lower than the original
conversion price. There are additional 10% adjustments to the
conversion price for events set forth in the agreement, including
if the conversion price is less than $0.01, if the Company is not
DTC eligible, the Company is no longer a reporting company, or the
note cannot be converted into free trading shares on or after nine
months from issue date. On December 13, 2018 the holder converted
$11,200 of principal into 4,000,000 shares of common stock of the
Company. On three separate dates during the first quarter of the
fiscal year ending March 31, 2021, the remaining outstanding
balance was converted into 35,887,170 shares of common stock of the
Company, at a conversion rate of $0.006.
On
March 1, 2019, the Company entered into a 10% convertible
promissory note for $168,000, with an OID of $18,000, for a
purchase price of $150,000, which matures on November 1, 2019. The
maturity date has been extended to September 1, 2020. During the
first 180 days the convertible redeemable note is in effect, the
Company may redeem the note at a prepayment percentage of 100% to
130% of the outstanding principal and accrued interest based on the
redemption date’s passage of time ranging from 60 days to 180
days from the date of issuance of the debenture. Per the agreement,
the Company is required at all times to have authorized and
reserved three times the number of shares that is actually issuable
upon full conversion of the note. In the event of default, as set
forth in the agreement, the outstanding principal balance increases
to 150%. In addition to standard events of default, an event of
default occurs if the common stock of the Company shall lose the
“bid” price for its Common Stock, on trading markets,
including the OTCBB, OTCQB or an equivalent replacement exchange.
If the Company enters into a 3 (a)(9) or 3(a)(10) issuance of
shares there are liquidation damages of 25% of principal, not to be
below $15,000. The Company must also obtain the noteholder’s
written consent before issuing any new debt. The note is
convertible at a fixed conversion price of $0.25. If an event of
default occurs, the fixed conversion price is extinguished and
replaced by a variable conversion rate that is 70% of the lowest
trading prices during the 20 days prior to conversion. The fixed
conversion price shall reset upon any future dilutive issuance of
shares, options or convertible securities.
On
April 17, 2019, the Company entered into a 10% convertible
promissory note for $110,000, with an OID of $10,000, for a
purchase price of $100,000, which matures on January 23, 2020.
The
maturity date has been extended to September 1, 2020.During
the first 180 days the convertible redeemable note is in effect,
the Company may redeem the note at a prepayment percentage of 120%
to 130% of the outstanding principal and accrued interest based on
the redemption date’s passage of time ranging from 60 days to
180 days from the date of issuance of the debenture. Per the
agreement, the Company is required at all times to have authorized
and reserved three times the number of shares that is actually
issuable upon full conversion of the note. In the event of default,
as set forth in the agreement, the outstanding principal balance
increases to 150%. In addition to standard events of default, an
event of default occurs if the common stock of the Company shall
lose the "bid" price for its Common Stock, on trading markets,
including the OTCBB, OTCQB or an equivalent replacement exchange.
If the Company enters into a 3 (a)(9) or 3(a)(10) issuance of
shares there are liquidation damages of 25% of principal, not to be
below $15,000. The Company must also obtain the noteholder's
written consent before issuing any new debt. The note is
convertible at a fixed conversion price of $0.124. If an event of
default occurs, the fixed conversion price is extinguished and
replaced by a variable conversion rate that is 70% of the lowest
trading prices during the 20 days prior to conversion.
Sale and Issuance of Common Stock
During
the three months ended June 30, 2020, the Company issued 37,926,239
shares of the Company’s common stock upon conversion of
approximately $226,000 of their outstanding convertible debt and
accrued interest.
Series B Preferred Equity Offering
On
September 5, 2019, the Board authorized the issuance of 5,000
preferred shares to be designated as Series B Preferred Stock. The
Series B PS have a par value of $0.0001, a stated value of $1,200
and no voting rights. The Series B PS are redeemable at the
Company's option, at percentages ranging from 120% to 135% for the
first 180 days, based on the passage of time. The Series B are also
redeemable at the holder’s option, upon the occurrence of a
triggering event which includes a change of control, bankruptcy,
and the inability to deliver Series B PS requested under conversion
notices. The triggering redemption amount is at the greater of (i)
135% of the stated value or (ii) the product of the volume-weighted
average price (“VWAP”) on the day proceeding the
triggering event multiplied by the stated value divided by the
conversion price. As the redemption feature at the holder’s
option is contingent on a future triggering event, the Series B PS
is considered contingently redeemable, and as such the preferred
shares are classified in equity until such time as a triggering
event occurs, at which time they will be classified as
mezzanine.
The
Series B PS is convertible, at the discounted market price which is
defined as the lowest VWAP over last 20 days. The conversion price
is adjustable based on several situations, including future
dilutive issuances. As the Series B PS does not have a redemption
date and is perpetual preferred stock, it is considered to be an
equity host instrument and as such the conversion feature is not
required to be bifurcated as it is clearly and closely related to
the equity host instrument.
During
the three months ended June 30, 2020, the Company received
$1,250,000 for the issuance of 11,250 Series B PS.
Going Concern
The
audited consolidated financial statements contained in this
quarterly report on Form 10-Q have been prepared, assuming that the
Company will continue as a going concern. The Company has
accumulated losses through the period to June 30, 2020 of
approximately $47,342,000 as well as negative cash flows from
operating activities of approximately $1,187,000. Presently, the
Company does not have sufficient cash resources to meet its plans
in the twelve months following the date of issuance of this filing.
These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management is in the
process of evaluating various financing alternatives in order to
finance the continued build-out of our equipment and for general
and administrative expenses. These alternatives include raising
funds through public or private equity markets and either through
institutional or retail investors. Although there is no assurance
that the Company will be successful with our fund raising
initiatives, management believes that the Company will be able to
secure the necessary financing as a result of ongoing financing
discussions with third party investors and existing
shareholders.
The
consolidated financial statements do not include any adjustments
that may be necessary should the Company be unable to continue as a
going concern. The Company’s continuation as a going concern
is dependent on its ability to obtain additional financing as may
be required and ultimately to attain profitability. If the Company
raises additional funds through the issuance of equity, the
percentage ownership of current shareholders could be reduced, and
such securities might have rights, preferences or privileges senior
to the rights, preferences and privileges of the Company’s
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 future plans for developing its business and achieving
commercial revenues. If the Company is unable to obtain the
necessary capital, the Company may have to cease
operations.
Future Financing
We will
require additional funds to implement our growth strategy for our
business. In addition, while we have received capital from various
private placements that have enabled us to fund our operations,
these funds have been largely used to develop our processes,
although additional funds are needed for other corporate
operational and working capital purposes. Subsequent to period end
we have raised $500,000 from the sale of Series B Preferred shares.
However, not including funds needed for capital expenditures or to
pay down existing debt and trade payables, we anticipate that we
will need to raise an additional $2,500,000 to cover all of our
operational expenses over the next 12 months, not including any
capital expenditures needed as part of any commercial scale-up of
our equipment. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. There can be no
assurance that additional financing will be available to us when
needed or, if available, that such financing can be obtained on
commercially reasonable terms. If we are not able to obtain the
additional necessary financing on a timely basis, or if we are
unable to generate significant revenues from operations, we will
not be able to meet our other obligations as they become due, and
we will be forced to scale down or perhaps even cease our
operations.
Off-Balance Sheet Arrangements
We have
no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.
Effects of Inflation
We do
not believe that inflation has had a material impact on our
business, revenues or operating results during the periods
presented.
Critical Accounting Policies and Estimates
Our
significant accounting policies are more fully described in the
notes to our financial statements included in this Quarterly Report
on Form 10-Q and in our Annual Report on Form 10-K for the fiscal
year ended March 31, 2020. We believe that the accounting policies
below are critical for one to fully understand and evaluate our
financial condition and results of operations.
Fair Value Measurement
The
fair value measurement guidance clarifies that fair value is an
exit price, representing the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a market-based
measurement that should be determined based on assumptions that
market participants would use in the valuation of an asset or
liability. It establishes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level
3 measurements). The three levels of the fair value hierarchy under
the fair value measurement guidance are described
below:
Level 1
- Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical assets or
liabilities;
Level 2
- Quoted prices in markets that are not active, or inputs that are
observable, either directly or indirectly, for substantially the
full term of the asset or liability; or
Level 3
- Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
The
Company did not have any Level 1 or Level 2 assets and liabilities
at June 30, 2020 and March 31, 2020.
The
Derivative and warrant liabilities are Level 3 fair value
measurements.
Basic and Diluted Earnings/Loss per Common Share
Basic
and diluted earnings or loss per share (“EPS”) amounts
in the consolidated financial statements are computed in accordance
with 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. For the three months ended June 30, 2020, the
Company had approximately $278,000 in convertible debentures whose
approximately 1,560,000 underlying shares are convertible at the
holders’ option at conversion prices ranging from $0.124 to
$0.25 for fixed conversion rates which were not included in the
calculation of diluted EPS as their effect would be anti-dilutive.
For the three months ended June 30,2019, the Company had
approximately $1,168,000 in principal on convertible debentures
whose approximately 40,269,000 underlying shares are convertible at
the holders’ option at conversion prices ranging from $0.01 to $0.30 for fixed
conversion rates, and 34% - 60% of the defined trading price for
variable conversion rates and approximately 444,000
warrants with an exercise price of 45% of the market
price of the Company’s common stock, which were not included
in the calculation of diluted EPS as their effect would be
anti-dilutive.
Impairment of Long-lived Assets and Long-lived Assets
The
Company will periodically evaluate the carrying value of
longlived assets to be held and used when events and
circumstances warrant such a review and at least annually. The
carrying value of a longlived 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 longlived asset.
Fair value is determined primarily using the anticipated cash flows
discounted at a rate commensurate with the risk involved. Losses on
longlived assets to be disposed of are determined in a
similar manner, except that fair values are reduced for the cost to
dispose.
Recently Adopted Accounting Pronouncements
Our
recently adopted accounting pronouncements are more fully described
in Note 2 to our financial statements included herein for the
quarter ended June 30, 2020.
Recently Issued Accounting Standards
During
the year ended March 31, 2020, there were several new accounting
pronouncements issued by the Financial Accounting Standards Board.
Each of these pronouncements, as applicable, has been or will be
adopted by the Company. 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not
Applicable. As a smaller reporting company, we are not required to
provide the information required by this Item.
ITEM 4. CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and Procedures
We
carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive
Officer (who is our Principal Executive Officer) and our Chief
Financial Officer and Treasurer (who is our Principal Financial
Officer and Principal Accounting Officer), of the effectiveness of
the design of our disclosure controls and procedures (as defined by
Exchange Act Rules 13a-15(e) or 15d-15(e)) as of June 30, 2020
pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
our Principal Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures were not
effective as of June 30, 2020 in ensuring that information required
to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and
forms. This conclusion is based on findings that constituted
material weaknesses. A material weakness is a deficiency, or a
combination of control deficiencies, in internal control over
financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s interim
financial statements will not be prevented or detected on a timely
basis.
Management’s Report on Internal Control Over Financial
Reporting
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Under the
supervision and with the participation of our management, which
currently consists of our Chief Executive Officer and Treasurer, we
conducted an evaluation of the effectiveness of our internal
control over financial reporting based on criteria established in
the framework in Internal Control
– Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission
(“COSO” - 2013) and SEC guidance on conducting such
assessments. Our management concluded, as of June 30, 2020, that
our internal control over financial reporting was not effective.
Management realized there were deficiencies in the design or
operation of the Company’s internal control that adversely
affected the Company’s internal controls which management
considers to be material weaknesses.
In
performing the above-referenced assessment, management had
concluded that as of June 30, 2020, there were deficiencies in the
design or operation of our internal control that adversely affected
our internal controls, which management considers to be material
weaknesses, including those described below:
(i) Lack of Formal Policies and Procedures.
We utilize a third-party independent contractor for the preparation
of our financial statements. Although the financial statements and
footnotes are reviewed by our management, we do not have a formal
policy to review significant accounting transactions and the
accounting treatment of such transactions. The third-party
independent contractor is not involved in the day to day operations
of the Company and may not be provided information from management
on a timely basis to allow for adequate reporting/consideration of
certain transactions.
(ii) Audit
Committee and Financial Expert. We do not have a formal
audit committee with a financial expert, and thus we lack the board
oversight role within the financial reporting process.
(iii) Insufficient
Resources. We have insufficient quantity of dedicated
resources and internal experienced personnel involved in reviewing
and designing internal controls. As a result, a material
misstatement of the interim and annual financial statements could
occur and not be prevented or detected on a timely
basis.
(iv) Entity
Level Risk Assessment. We did not perform an entity level
risk assessment to evaluate the implication of relevant risks on
financial reporting, including the impact of potential fraud
related risks and the risks related to non-routine transactions, if
any, on internal control over financial reporting. Lack of an
entity-level risk assessment constituted an internal control design
deficiency which resulted in more than a remote likelihood that a
material error would not have been prevented or detected and
constituted a material weakness.
(v) Lack of Personnel with GAAP Experience.
Although we utilize a third-party independent contractor for the
preparation of our financial statements that is experienced in
reviewing complex financial transactions and preparing financial
statements, we lack the internal personnel with formal training to
properly analyze and record complex transactions in accordance with
U.S. GAAP.
Our
management feels the weaknesses identified above have not had any
material effect on our financial results. However, we are currently
reviewing our disclosure controls and procedures related to these
material weaknesses and expect to implement changes in the near
term as resources permit, including identifying specific areas
within our governance, accounting and financial reporting processes
to add adequate resources to potentially mitigate these material
weaknesses.
Our
management will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls
over financial reporting on an ongoing basis and is committed to
taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow.
Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation.
Changes in Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting
during the quarter ended June 30, 2020 that have materially
affected, or are reasonably likely to materially affect our
internal control over financial reporting. We believe that a
control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the control
system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any,
within any company have been detected.
PART II – OTHER
INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Except
as described below, we are currently not involved in any litigation
that we believe could have a material adverse effect on our
financial condition or results of operations. There is no action,
suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or
body pending or, to the knowledge of the executive officers of our
Company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our
companies or our subsidiaries’ officers or directors in their
capacities as such, in which an adverse decision could have a
material adverse effect.
On
April 30, 2019, a complaint was filed against the Company in the
U.S. District Court in Dallas, Texas alleging that the Company
breached a provision in a common stock purchase warrant (the
“Vista Warrant”) issued by the Company to Vista Capital
Investments, LLC (“Vista”). Vista alleged that the Company failed to issue
certain shares of the Company’s Common Stock as was required
under the terms of the Warrant. Vista sought money damages in the
approximate amount of $7,000,000, as well as costs and
reimbursement of expenses.
On April 9, 2020, the Company, Vista and David
Clark (“Clark’), a principal of Vista, (the
“Parties”) entered into a Settlement Agreement and
Release (the “Settlement Agreement”) whereby the
Company shall (i) pay to Vista the sum of $75,000, which the
Company wired on April 10, 2020, and (ii) issue to Vista 17,500,000
shares of the Company’s Common Stock (the “Settlement
Shares”). For a period of time equal to 90-days from the date
of the settlement, or July 8, 2020, the Company shall have the
right, but not the obligation, to purchase back from Vista
8,750,000 of the Settlement Shares at a price equal to the greater
of (i) the volume weighted-average trading price of the
Company’s common shares over the five preceding trading days
prior to the date of the delivery of the Company’s written
notice of such repurchase or (ii) $0.02 per share. On May
18, 2020, the Company received $50,000 as consideration for waiving
the purchase option on the Settlement Shares, thereby allowing
Vista to retain all of the Settlement Shares. The Vista warrants outstanding were cancelled as
part of the Settlement Agreement.
ITEM 1A. RISK FACTORS
Factors
that could cause or contribute to differences in our future
financial and operating results include those discussed in the risk
factors set forth in Item 1 of our Annual Report on Form 10-K for
the year ended March 31, 2020. The risks described in our Form 10-K
and this Report are not the only risks that we face. Additional
risks not presently known to us or that we do not currently
consider significant may also have an adverse effect on the
Company. If any of the risks actually occur, our business, results
of operations, cash flows or financial condition could
suffer.
There have been no material changes to the risk
factors set forth in Item 1A of our Annual Report on Form 10-K for
the year ended March 31, 2020, filed with SEC on June 26,
2020, other than the
following:
We face risks related to Novel Coronavirus (COVID-19) which could
significantly disrupt our research and development, operations,
sales, and financial results.
Our business could be adversely impacted by the effects of the
Novel Coronavirus (COVID-19). In addition to global macroeconomic
effects, the Novel Coronavirus (COVID-19) outbreak and any other
related adverse public health developments could cause disruption
to our operations and manufacturing activities. Our third-party
equipment manufacturers, third-party raw material suppliers, and
consultants have been and will be disrupted by worker absenteeism,
quarantines and restrictions on employees’ ability to work,
office and factory closures, disruptions to ports and other
shipping infrastructure, border closures, or other travel or
health-related restrictions which could adversely affect our
business and operations. In addition, we have experienced and will
experience disruptions to our business operations resulting from
quarantines, self-isolations, or other movement and restrictions on
the ability of our employees to perform their jobs that may impact
our ability to develop and design our products and services in a
timely manner or meet required milestones.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
During
the three months ended June 30, 2020, the Company received
$1,250,000 for the issuance of 1,250 Series B PS., issued
37,926,239 shares of its common stock to a note holder in
conversion of $226,437 of principal owed under the note and issued
33,569,730 shares of its common stock to upon conversion of 800
Series B PS.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
ITEM 5. OTHER INFORMATION
None.
Exhibit Number
|
|
Description
|
3.1*
|
|
Certificate
of Designation of Series B Preferred Stock of NaturalShrimp
Incorporated
|
|
|
Section
302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer
|
|
|
Section
302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Financial Officer and Principal Accounting
Officer
|
|
|
Section
906 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer
|
|
|
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
|
**
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are
being furnished and not filed.
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: August 13,
2020
|
By:
|
/s/ Gerald Easterling
|
|
|
|
Gerald
Easterling
|
|
|
|
Chief Executive
Officer
(Principal
Executive Officer)
|
|
|
NATURALSHRIMP
INCORPORATED
|
|
|
|
|
|
Date: August
13,
2020
|
By:
|
/s/ William Delgado
|
|
|
|
William
Delgado
|
|
|
|
Chief Financial
Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
|