UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SEC File Number

000-54030

 

 

 

CUSIP Number

63902N106

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):

☐      Form 10-K          ☐      Form 20-F          ☐      Form 11-K          ☒      Form 10-Q          ☐      Form 10-D          ☐      Form N-CEN          ☐      Form NCSR

 

 

For Period Ended: December 31, 2021                   

 

 

 

 

☐

Transition Report on Form 10-K

 

☐

Transition Report on Form 20-F

 

☐

Transition Report on Form 11-K

 

☐

Transition Report on Form 10-Q

 

 

 

 

For the Transition Period Ended: __________________

    

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

PART I—REGISTRANT INFORMATION

 

NaturalShrimp Incorporated

Full Name of Registrant  

 

5501 LBJ Freeway, Suite 450

Address of Principal Executive Office (Street and Number)

 

Dallas, TX 75240

City, State and Zip Code  

  

 

 

  

PART II—RULE 12b-25(b) and (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 

 

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

 

☐

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

Not applicable

 

PART III—NARRATIVE

 

State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra sheets if needed)

 

The Registrant is unable to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 (the “Report”) by the prescribed date of February 14, 2022, without unreasonable effort or expense, because the Registrant needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant intends to file the Report on or prior to the fifth (5th) calendar day following the prescribed due date.

 

PART IV—OTHER INFORMATION

 

(1) 

Name and telephone number of person to contact with regard to this notification.

 

Gerald Easterling 

 

 (888) 

 

 791-9474

(Name)

 

 (Area Code)

 

 (Telephone Number)

 

 

 

 

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☒ Yes      ☐ No

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☒ Yes      ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.

 

A shareholder of NaturalShrimp Holdings, Inc. (“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the Northern District of Texas, Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of the Company for shares Mr. Shover owns in NSH.

 

On November 15, 2021, a hearing was held before the US District Court for the Northern District of Texas, Dallas Division at which time Mr. Shover and the Company presented arguments as to why the Court should approve a joint motion for settlement. After considering the argument of counsel and taking questions from those NSH Shareholders who were present through video conferencing link, the Court approved the motion of the parties to allow Mr. Shover and all like and similarly situated NSH Shareholders to exchange each share of NSH held by a NSH Shareholder for a share of NaturalShrimp Incorporated. A final Order was signed on December 6, 2021 and the case was closed by an Order of the Court of the same date. The Company is to issue approximately 93 million shares in settlement, which will be recognized in stock payable on the Company’s financial statements, and its fair value of approximately $29 million, based on the market value of the Company’s common shares of approximately $0.32 on the date the case was closed, will be recognized in the Company’s statement of operations as legal settlement. As of February 14, 2022, the NSH Shareholders have not yet received any shares of the Company.

 

 

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NATURALSHRIMP INCORPORATED 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.

 

Date: February 15, 2022 By: /s/ Gerald Easterling

 

Name:

Gerald Easterling  
  Title: Chief Executive Officer  

  

 

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