SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, For Use of the Commission only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
NATURALSHRIMP INCORPORATED
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
SCHEDULE 14C INFORMATION STATEMENT
(Pursuant to Regulation 14C of the Securities Exchange
Act
of 1934 as amended)
NATURALSHRIMP INCORPORATED
5080
Spectrum Drive, Suite 1000
Addison,
TX 75001
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of Directors
of NaturalShrimp Incorporated, a Nevada corporation, to the holders
of record at the close of business on the record date, October 8,
2018 (the “Record Date”), of the Company's outstanding
common stock, $0.0001 par value per share (the “Common
Stock”), pursuant to Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended. Except as otherwise
indicated by the context, references in this information statement
to “Company,” “we,” “us,” or
“our” are references to NaturalShrimp
Incorporated.
This Information Statement is being furnished to such stockholders
for the purpose of informing the stockholders that the Board of
Directors and the majority shareholder of the Company have approved
a corporate action. The corporate action was approved by written
consent of NaturalShrimp Holdings, Inc. (“NSH”), which
is controlled by the Company’s CEO (Bill G. Williams) and
President (Gerald Easterling), and is the owner of 5,000,000 shares
of the Series A Preferred Stock constituting 76.52% of our
outstanding common and preferred stock voting power on the Record
Date.
The Board of Directors and the majority shareholder of the Company
have approved an amendment to our Articles of Incorporation to
increase our authorized common shares to 900,000,000 from the
current 300,000,000. The par value of the common shares will not be
changed.
The Company will, when permissible following the expiration of the
appropriate periods mandated by Rule 14c and the provisions of the
Nevada Revised Statutes, file Articles of Amendment to amend our
Articles of Incorporation (the “Articles of Amendment”)
increasing our authorized shares.
The proposed Articles of Amendment will become effective when it is
filed with the Nevada Secretary of State. We anticipate that such
filing will occur no earlier than twenty (20) days after this
Information Statement is first mailed to shareholders.
The entire cost of furnishing this Information Statement will be
borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
Information Statement to the beneficial owners of the Common Stock
held of record by them.
The Board of Directors has fixed the close of business on October
8, 2018 as the record date for the determination of shareholders
who are entitled to receive this Information Statement. There were
92,056,880 shares of common stock issued and outstanding on October
8, 2018. We anticipate that this Information Statement will be
mailed on or about October 10, 2018 to all shareholders of record
as of the Record Date.
Only one Information Statement is being delivered to two or more
security holders who share an address unless we have received
contrary instruction from one or more of the security holders. We
will promptly deliver upon written or oral request a separate copy
of the Information Statement to a security holder at a shared
address to which a single copy of the document was delivered. If
you would like to request additional copies of the Information
Statement, or if in the future you would like to receive multiple
copies of information or proxy statements, or annual reports, or,
if you are currently receiving multiple copies of these documents
and would, in the future, like to receive only a single copy,
please so instruct us by writing to the corporate secretary at the
Company’s executive offices at the address specified
above.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU OF THE AMENDMENTS TO OUR ARTICLES OF
INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
The
following is a description of the material provisions of our
capital stock. The following description is intended to be a
summary and does not describe all of the provisions of our articles
of incorporation or bylaws or Nevada law applicable to
us
General
As of
October 8, 2018, the Company’s authorized capital stock
consisted of 300,000,000 shares of Common Stock, par value $0.0001
per share, and 200,000,000 authorized shares of Preferred Stock,
par value $0.0001 per share, with 5,000,000 of the Preferred Stock
being designated as Series A Preferred Stock. As of October 8,
2018, 92,056,880 shares of Common Stock were issued and outstanding
and 5,000,000 shares of Series A Preferred Stock were issued and
outstanding.
Common Stock
The
holders of Common Stock are entitled to one vote for each share
held. The affirmative vote of a majority of votes cast at a meeting
which commences with a lawful quorum is sufficient for approval of
most matters upon which shareholders may or must vote, including
the questions presented for approval or ratification at an annual
meeting of shareholders. However, amendment of the articles of
incorporation require the affirmative vote of a majority of the
total voting power for approval. Common shares do not carry
cumulative voting rights, and holders of more than 50% of the
Common Stock voting power have the power to elect all directors
and, as a practical matter, to control the company. Holders of
Common Stock are not entitled to preemptive rights.
Series A Preferred Stock
The Series A Preferred Stock is not entitled to dividends, but
carries liquidation rights upon the dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, at
which time the holders of the Series A Preferred Stock shall
receive the sum of $0.001 per share before any payment or
distribution shall be made on the Company’s common stock, or
any class ranking junior to the Series A Preferred Stock. The
shares of Series A Preferred Stock shall vote together as a single
class with the holders of the Company’s common stock for all
matters submitted to the holders of common stock, including the
election of directors, and shall carry voting rights of 60 common
shares for every share of Series A Preferred Stock. Any time after
the two year anniversary of the initial issuance date of the Series
A Preferred Stock, the Series A Preferred Stock shall be
convertible at the written consent of a majority of the outstanding
shares of Series A Preferred Stock, in an amount of shares of
common stock equal to 100% of the then outstanding shares of common
stock at the time of such conversion.
Quorum
The
presence, in person or by proxy, of holders of at least a majority
of the issued and outstanding shares entitled to vote at a meeting
of stockholders shall constitute a quorum for the transaction of
business.
Stock Transfer Agent
The stock transfer agent for our securities is Island Stock
Transfer of Clearwater, Florida. Their address is 15500 Roosevelt
Boulevard, Suite 301, Clearwater, FL 33760. Their phone number is
(727) 289-0010.
Our Common Stock is quoted under the symbol
“SHMP.”
MANAGEMENT
Set
forth below are the names of the directors and officer of the
Company, all positions and offices with the Company held, the
period during which they have served as such, and the business
experience during at least the last five years:
Name
|
|
Age
|
|
Positions and
Offices Held
|
Bill G.
Williams
|
|
84
|
|
Chairman
of the Board, CEO
|
Gerald
Easterling
|
|
70
|
|
President,
Secretary, Director
|
William
Delgado
|
|
59
|
|
Treasurer,
CFO, Director
|
Bill G. Williams – Co-Founder, Chairman of the Board and
Chief Executive Officer
Mr. Williams has served as Chairman of the Board and CEO of NSH
since its inception in 2001. From 1997 to 2003, he was Chairman and
CEO of Direct Wireless Communications, Inc. and its successor
Health Discovery Corporation, a public company listed on the OTCBB
exchange. From 1990 to 1997, Mr. Williams was Chairman and CEO of
Cafe Quick Enterprises, which uses a unique, patented air
impingement technology to cook fresh and frozen food in vending
machines. From 1985 to 1990, Mr. Williams was Chairman and CEO of
Ameritron Corporation, a multi-business holding company. Mr.
Williams has also served a member of the board of directors of
NaturalShrimp Corporation and NaturalShrimp Global, Inc. since
2001.
Gerald Easterling – Co-Founder, President and
Director
Mr. Easterling has served as President and a director of NSH since
its inception in 2001. Mr. Easterling has experience in the food
business and related industries. In the five years prior to the
formation of NSH, Mr. Easterling was Chairman of the Board of Excel
Vending Companies. He also was President and Director of Cafe Quick
Enterprises and has been a member of the board since 1988. Mr.
Easterling has also served a member of the board of directors of
NaturalShrimp Corporation and NaturalShrimp Global, Inc. since
2001.
William J. Delgado – Treasurer, Chief Financial Officer
(former President of Multiplayer Online Dragon, Inc.) and
Director
Mr. Delgado has served as Director of the Company since May 19,
2014. Since August 2004, Mr. Delgado has served as a Director,
President, Chief Executive Officer and Chief Financial Officer of
Global Digital Solutions, Inc. (“GDSI”), a publicly
traded company that provides cyber arms manufacturing,
complementary security and technology solutions and
knowledge-based, cyber-related, culturally attuned social
consulting in unsettled areas. Effective August 12, 2013, Mr.
Delgado assumed the position of Executive Vice President of GDSI.
He began his career with Pacific Telephone in the Outside Plant
Construction. He moved to the network engineering group and
concluded his career at Pacific Bell as the Chief Budget Analyst
for the Northern California region. Mr. Delgado founded All Star
Telecom in late 1991, specializing in OSP construction and
engineering and systems cabling. All Star Telecom was sold to
International FiberCom in April 1999. After leaving International
FiberCom in 2002, Mr. Delgado became President/CEO of Pacific
Comtel in San Diego, California, which was acquired by GDSI in
2004. Mr. Delgado holds a BS with honors in Applied Economics from
the University of San Francisco and Graduate studies in
Telecommunications Management at Southern Methodist
University.
Family Relationships
There
are no family relationships among our directors and executive
officers. No director or executive officer has been a director or
executive officer of any business which has filed a bankruptcy
petition or had a bankruptcy petition filed against it. No director
or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal
proceeding. No director or executive officer has been the subject
of any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking
activities. No director or officer has been found by a court to
have violated a federal or state securities or commodities
law.
Committees of the Board of Directors
There
are no committees of the Board of Directors.
INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
Except as disclosed elsewhere in this Information Statement, since
January 1, 2018 being the commencement of the current fiscal year,
none of the following persons has any substantial interest, direct
or indirect, by security holdings or otherwise in any matter to be
acted upon:
1.
any
director or officer of the company;
2.
any
proposed nominee for election as a director of the company;
and
3.
any
associate or affiliate of any of the foregoing
persons.
The shareholdings of our directors and officers are listed below in
the section entitled “Principal Shareholders and Security
Ownership of Certain Beneficial Owners and Management
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The
following sets forth the number of shares of our $0.0001 par value
common stock beneficially owned by (i) each person who, as of
October 8, 2018, was known by us to own beneficially more than five
percent (5%) of its common stock; (ii) our individual Officers and
Directors and (iii) our Officers and Directors as a group. A total
of 92,056,880 common shares were issued and outstanding as of
October 8, 2018.
Name and Address
of Beneficial Owner
(1)
|
Common Shares
Beneficially
Owned
(2)
|
Percentage of Common
Shares Beneficially
Owned
(2)
|
Series A Preferred
Shares Beneficially
Owned
(5)
|
Percentage of
Series A
Preferred
Shares
Beneficially
Owned
(5)
|
Directors
and Executive Officer
s
|
Bill G. Williams
(3)(6)
|
520,240
|
(7)
|
5,000,000
|
100%
|
Gerald Easterling
(3)(6)
|
520,240
|
(7)
|
5,000,000
|
100%
|
William Delgado
(4)
|
6,270,719
|
6.74%
|
0
|
0.00%
|
All directors and executive officers as a group (3
persons)
|
6,790,959
|
7.38%
|
5,000,000
|
100%
|
5% Stockholders
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Beneficial
ownership has been determined in accordance with Rule 13d-3 under
the Exchange Act. Pursuant to the rules of the SEC, shares of
common stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise of any option, warrant or
right, or through the conversion of a security, are deemed to be
outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be beneficially
owned and outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
|
(2)
|
Based
on 92,056,880 shares of our common stock issued and outstanding as
of October 8, 2018.
See footnote
7.
|
(3)
|
Bill G.
Williams is the indirect owner, together with Gerald Easterling, of
520,240 shares of common stock and 5,000,000 shares of Series A
Preferred Stock of the Company, which are directly held by
NaturalShrimp Holdings, Inc. Mr. Williams is the Chairman of the
Board and the Chief Executive Officer of NaturalShrimp Holdings,
Inc. and has shared voting and dispositive power over the shares
held by NaturalShrimp Holdings, Inc. Mr. Easterling is the
President of NaturalShrimp Holdings, Inc. and has shared voting and
dispositive power over the shares held by NaturalShrimp Holdings,
Inc.
|
(4)
|
William
Delgado is the indirect owner of 6,270,719 shares of common stock,
which are directly held by Dragon Acquisitions LLC. The shares of
common stock beneficially owned by Dragon Acquisitions LLC, and
indirectly owned by William Delgado, include 600,000 shares of
common stock issuable upon conversion of outstanding convertible
notes held by Dragon Acquisitions LLC. Mr. Delgado is the managing
member of Dragon Acquisitions LLC and has shared voting and
dispositive power over the shares held by Dragon Acquisitions
LLC.
|
(5)
|
On August 17, 2018, the Company, pursuant to approval by the
Company’s board of directors, filed a certificate of
designation (the “Certificate of Designation”) with the
state of Nevada in order to designate a class of preferred stock.
The class of preferred stock that was designated is referred to as
Series A Convertible Preferred Stock (the “Series A
Stock”), consists of 5,000,000 shares, and was designated
from the 200,000,000 authorized preferred shares of the Company.
The Series A Stock is not entitled to dividends, but carries
liquidation rights upon the dissolution, liquidation or winding up
of the Company, whether voluntary or involuntary, at which time the
holders of the Series A Stock shall receive the sum of $0.001 per
share before any payment or distribution shall be made on the
Company’s common stock, or any class ranking junior to the
Series A Stock. The shares of Series A Stock shall vote together as
a single class with the holders of the Company’s common stock
for all matters submitted to the holders of common stock, including
the election of directors, and shall carry voting rights of 60
common shares for every share of Series A Stock. Any time after the
two-year anniversary of the initial issuance date of the Series A
Stock, the Series A Stock shall be convertible at the written
consent of a majority of the outstanding shares of Series A Stock,
in an amount of shares of common stock equal to 100% of the then
outstanding shares of common stock at the time of such
conversion.
|
(6)
|
On August 21, 2018, the Company entered into a Stock Exchange
Agreement (the “Exchange Agreement”) with NaturalShrimp
Holdings, Inc. (“NaturalShrimp”), the Company’s
majority shareholder, which is controlled by the Company’s
CEO and President. Pursuant to the Exchange Agreement, the Company
and NaturalShrimp exchanged 75,000,000 shares of common stock for
5,000,000 shares of Series A Stock. The 75,000,000 shares of common
stock will be cancelled and returned to the authorized but unissued
shares of common stock of the Company. Bill G. Williams and Gerald
Easterling share voting and dispositive power of the shares
beneficially owned by NaturalShrimp Holdings, Inc.
|
(7)
|
*equals less than 1%
|
DESCRIPTION OF CONSENT ACTIONS
ITEM 1:
INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES
Our
current Articles of Incorporation state that the number of
authorized shares of Common Stock is limited to 300,000,000 shares.
As of October 8, 2018, a total of 92,056,880 shares of Common Stock
were issued and outstanding. The purpose of the increase in the
authorized Common Stock is to provide our Company’s
management with certain abilities including, but not limited to,
the issuance of Common Stock to be used for public or private
offerings, conversions of convertible securities, issuance of
options pursuant to employee stock option plans, acquisition
transactions and other general corporate purposes.
Our
Board of Directors and
majority
shareholders
approved the Amendment to increase the number
of authorized shares of Common Stock to 900,000,000
shares.
The
Amendment for the increase in authorized shares will become
effective upon filing of the Amendment promptly following the 20th
day after the mailing of this Information Statement to our
stockholders as of the Record Date.
Distribution and Costs
We will
pay the cost of preparing, printing and distributing this
Information Statement.
Absence of Dissenters’ Rights of Appraisal
Neither
the adoption by the board of directors nor the approval by the
Majority Stockholder of the amendment to our articles of
incorporation provides shareholders any right to dissent and obtain
appraisal of or payment for such shareholder's shares under the
Nevada Revised Statutes, the articles of incorporation or the
bylaws.
Potential Anti-Takeover Effects of Amendment
Release
No. 34-15230 of the staff of the SEC requires disclosure and
discussion of the effects of any stockholder proposal that may be
used as an anti-takeover device. The increase in authorized Common
Stock may make it more difficult or prevent or deter a third party
from acquiring control of our Company or changing our Board and
management, as well as inhibit fluctuations in the market price of
our Company’s shares that could result from actual or rumored
takeover attempts. The proposed increased in our authorized Common
Stock is not the result of any such specific effort, rather, as
indicated below, the purpose of the increase in the authorized
Common Stock is to provide our Company’s management with
certain abilities, and not to construct or enable any anti-takeover
defense or mechanism on behalf of our Company. While it is possible
that management could use the additional shares to resist or
frustrate a third-party transaction providing an above-market
premium that is favored by a majority of the independent
Shareholders, our Company presently has no intent or plan to employ
any additional authorized shares as an anti-takeover
device.
Other
than this proposal, our Board of Directors does not currently
contemplate the adoption of any other amendments to our Articles of
Incorporation that could be construed to affect the ability of
third parties to take over or change the control of the
Company.
Our
Articles of Incorporation and Bylaws contain certain provisions
that may have anti-takeover effects, making it more difficult for
or preventing a third party from acquiring control of the Company
or changing its board of directors and management. According to our
Bylaws and Articles of Incorporation, the holders of the
Company’s common stock do not have cumulative voting rights
in the election of our directors. The combination of the present
ownership by a few stockholders of a significant portion of the
Company’s issued and outstanding common stock and lack of
cumulative voting makes it more difficult for other stockholders to
replace the Company’s board of directors or for a third party
to obtain control of the Company by replacing its board of
directors.
Potential Dilution Effects of Amendment
The increase in our authorized shares could result in dilution to
our current shareholders, if the Company issues additional shares
of common stock. Any dilution to our current shareholders would
result in less voting power than was held by our current
shareholders prior to any issuance of additional common
shares.
INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS
No
executive officer, director or any member of these individuals'
immediate families or any corporation or organization with whom any
of these individuals is an affiliate is or has been indebted to us
since the beginning of our last fiscal year.
LEGAL PROCEEDINGS
As of
the date of this Information Statement, there are no material
proceedings against the Company or to which any of our directors,
executive officers, affiliates or stockholders is a party adverse
to us.
EXECUTIVE COMPENSATION AND RELATED MATTERS
Bill G. Williams
On April 1, 2015, the Company entered into an employment agreement
with Bill G. Williams as the Company’s Chief Executive
Officer. The agreement is terminable at will and provides for a
base annual salary of $96,000. In addition, the agreement provides
that the Mr. Williams is entitled, at the sole and absolute
discretion of the Company’s Board of Directors, to receive
performance bonuses. Mr. Williams will also be entitled to certain
benefits including health insurance and monthly allowances for cell
phone and automobile expenses.
The agreement provides that in the event Mr. Williams is terminated
without cause or resigns for good reason (each as defined in the
agreement), Mr. Williams will receive, as severance, his base
salary for a period of 60 months following the date of termination.
In the event of a change of control of the Company, Mr. Williams
may elect to terminate the agreement within 30 days thereafter and
upon such termination would receive a lump sum payment equal to
500% of his base salary. The 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 agreement.
Gerald Easterling
On April 1, 2015, the Company entered into an employment agreement
with Gerald Easterling as the Company’s President. The
agreement is terminable at will and provides for a base annual
salary of $96,000. In addition, the agreement provides that the Mr.
Easterling 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 agreement provides that in the event Mr. Easterling is
terminated without cause or resigns for good reason (each as
defined in the agreement), Mr. Easterling will receive, as
severance, his base salary for a period of 60 months following the
date of termination. In the event of a change of control of the
Company, Mr. Easterling may elect to terminate the agreement within
30 days thereafter and upon such termination would receive a lump
sum payment equal to 500% of his base salary.
The 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
agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
NaturalShrimp Holdings, Inc.
On November 26, 2014, Multiplayer Online Dragon, Inc., a Nevada
corporation (“MYDR”), entered into an Asset Purchase
Agreement (the “Agreement”) with NaturalShrimp
Holdings, Inc. a Delaware corporation (“NSH”), pursuant
to which MYDR was to acquire substantially all of the assets of NSH
which assets consist primarily of all of the issued and outstanding
shares of capital stock of NaturalShrimp Corporation
(“NSC”), a Delaware corporation, and NaturalShrimp
Global, Inc. (“NS Global”), a Delaware corporation, and
certain real property located outside of San Antonio, Texas (the
“Assets”).
On January 30, 2015, MYDR consummated the acquisition of the Assets
pursuant to the Agreement. In accordance with the terms of the
Agreement, the MYDR issued 75,520,240 shares of its common stock to
NSH as consideration for the Assets. As a result of the
transaction, NSH acquired 88.62% of MYDR’s issued and
outstanding shares of common stock, NSC and NS Global became
MYDR’s wholly-owned subsidiaries, and MYDR changed its
principal business to a global shrimp farming company.
There were no material relationships between the MYDR and NSH or
between the Company’s or NSH’s respective affiliates,
directors, or officers or associates thereof, other than in respect
of the Agreement. Effective March 3, 2015, MYDR amended its
Articles of Incorporation to change its name to
“NaturalShrimp Incorporated”.
On January 1, 2016 we entered into a note payable agreement with
NSH. Between January 16, 2016 and March 7, 2016, we 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%.
Bill G. Williams
We have entered into several working capital notes payable to Bill
Williams, an officer, a director, and a shareholder of the Company,
for a total of $486,500 since inception. These notes are demand
notes, had stock issued in lieu of interest and have no set monthly
payment or maturity date. The balance of these notes at March 31,
2018 and 2017 was $426,404 and $426,404, respectively, and is
classified as a current liability on the consolidated balance
sheets. At March 31, 2018 and 2017, accrued interest payable was
$206,920 and $172,808, respectively. We repaid $0 during the years
ended March 31, 2018 and 2017
William Delgado
Between January 1, 2017 and March 31, 2017, we entered into two
Private Placement Subscription Agreements and issued two Six
Percent (6%) Unsecured Convertible Notes to Dragon Acquisitions,
whose managing member is William Delgado, the Treasurer, Chief
Financial Officer, and a director of the Company. The first note
was issued on January 20, 2017, in the principal amount of $20,000,
and the second note was issued on March 14, 2017, in the principal
amount of $20,000. The notes accrue interest at the rate of six
percent (6%) per annum, and mature one (1) year from the date of
issuance. Upon an event of default, the default interest rate will
be increased to twenty-four percent (24%), and the total amount of
principal and accrued interest shall become immediately due and
payable at the holder’s discretion. The notes are convertible
into shares of our common stock at a conversion price of $0.30 per
share, subject to adjustment. The notes were repaid in full between
March and May 2017.
On April 20, 2017, the Company issued an additional Six Percent
(6%) Unsecured Convertible Note to Dragon Acquisitions in the
principal amount of $140,000. The note accrues interest at the rate
of six percent (6%) per annum and matures one (1) year from the
date of issuance. Upon an event of default, the default interest
rate will be increased to twenty-four percent (24%), and the total
amount of principal and accrued interest shall become immediately
due and payable at the holder’s discretion. The note is
convertible into shares of the Company’s common stock at a
conversion price of $0.30 per share, subject to adjustment. $52,400
of the note has been repaid during the year ended March 31,
2018.
Gerald Easterling
On January 10, 2017, we entered into a promissory note agreement
with Community National Bank in the principal amount of $245,000,
with 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 La Coste, Texas, and
is also personally guaranteed by the Company’s President and
Chairman of the Board, as well as certain non-affiliated
shareholders of the Company. As consideration for the guarantee,
the Company issued 600,000 shares of common stock to the
guaranteeing shareholders, not including the Company’s
President and Chairman of the Board, which was recognized as debt
issuance costs. The fair value of this issuance is estimated to be
$264,000, based on the market value of our common stock on the date
of issuance. The balance of the CNB Note is $236,413 as of March
31, 2018.
COMMUNICATIONS WITH STOCKHOLDERS
Anyone
who has a concern about our conduct, including accounting, internal
accounting controls or audit matters, may communicate directly with
our President. Such communications may be confidential or
anonymous, and may be submitted in writing addressed care of Bill
G. Williams, Chief Executive Officer,
NaturalShrimp Incorporated
5080 Spectrum
Drive, Suite 1000, Addison, TX 75001. All such concerns will be
forwarded to the appropriate directors for their review, and will
be simultaneously reviewed and addressed by the proper executive
officers in the same way that other concerns are addressed by
us.
FINANCIAL AND OTHER INFORMATION
For more detailed information on our corporation, including
financial statements, you may refer to our periodic filings made
with the SEC from time to time. Copies of these documents are
available on the SEC's EDGAR database at www.sec.gov or by writing
our secretary at the address specified above.
SIGNATURE
By Order of the Board of Directors
October 8, 2018
NATURALSHRIMP INCORPORATED
Bill
G. Williams
Chief Executive
Officer
NaturalShrimp (QB) (USOTC:SHMP)
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