Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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, 2023

☐	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		(I.R.S. Employer
or Organization)		Identification No.)

5501 LBJ Freeway, Suite 450

Dallas, Texas

75240

(Address of Principal Executive Offices)

(Zip Code)

(888) 791-9474

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		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, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange 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 17, 2023, there were 880,401,536 shares of the registrant’s common stock outstanding.

NATURALSHRIMP INCORPORATED

FORM 10-Q

FOR THE THREE MONTHS ENDED JUNE 30, 2023

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		3

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and March 31, 2023	3

	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2023 and 2022 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended June 30, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2023 and 2022 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	35

ITEM 4.	Controls and Procedures	35

PART II. OTHER INFORMATION		36

ITEM 1.	Legal Proceedings	36

ITEM 1A.	Risk Factors	36

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

ITEM 3.	Defaults Upon Senior Securities	37

ITEM 4.	Mine Safety Disclosures	37

ITEM 5.	Other Information	37

ITEM 6.	Exhibits	38

SIGNATURES		39

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NATURALSHRIMP INCORPORATED and subsidiaries

CONDENSED Consolidated Balance Sheets

	June 30, 2023			March 31, 2023
ASSETS
Current assets
Cash	$	69,771		$	216,465
Accounts receivable		36,329			17,325
Inventory		46,657			25,725
Prepaid expenses		254,131			286,593
Deferred offering costs		1,391,766			1,336,263

Total current assets		1,798,654			1,882,371

Fixed assets, net		14,634,999			15,043,715

Other assets
Construction-in-process		25,130			25,130
Patents, net		6,171,000			6,268,500
License Agreement, net		8,872,376			9,142,376
Right of Use asset		183,950			204,243
Deposits		20,633			20,633

Total other assets		15,273,089			15,660,882

Total assets	$	31,706,742		$	32,586,968

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	3,545,400		$	3,510,206
Accrued interest		15,753			923,387
Accrued interest - related parties		225,792			219,542
Accrued interest
Other accrued expenses		1,326,993			1,314,961
Accrued expenses - related parties		571,996			400,306
Accrued expenses
Short-term Note and Lines of credit		19,817			19,817
Notes payable		790,704			671,100
Restructured August note payable		2,590,000			2,400,000
Notes payable - related parties		740,412			740,412
Notes payable
Dividends payable		360,072			579,248
Warrant liability		305,000			355,000
Lease Liability, current		87,804			87,804

Total current liabilities		10,579,743			11,221,783

Restructured Senior note payable		21,870,000			21,290,000
Note payable, less current maturities		-			23,604
Lease Liability, non-current		106,208			125,189

Total liabilities		32,555,951			32,660,576

Commitments and contingencies (Note 11)		-			-

Series E Redeemable Convertible Preferred stock, $0.0001 par value, 20,000 shares authorized, 1,500 and 1,670 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively		1,800,000			2,003,557

Series F Redeemable Convertible Preferred stock, $0.0001 par value, 750,000 shares authorized, 750,000 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively		43,612,000			43,612,000
Temporary equity, value

Stockholders’ deficit
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2023 and March 31, 2023		500			500

Common stock, $0.0001 par value, 900,000,000 shares authorized, 868,263,739 and 803,123,748 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively		86,891			80,377

Additional paid in capital		123,554,174			121,156,733
Stock to be issued		390,024			662,767
Subscription receivable		(56,250	)		(56,250	)
Accumulated deficit		(170,236,548	)		(167,533,292	)
Total stockholders’ deficit		(46,261,209	)		(45,689,165	)

Total liabilities, mezzanine and stockholders’ deficit	$	31,706,742		$	32,586,968

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

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENTS OF OPERATIONS

(Unaudited)

	June 30, 2023			June 30, 2022
	For the 3 Months Ended
	June 30, 2023			June 30, 2022
Sales	$	205,872		$	36,336
Cost of sales		49,741			-
Net revenue		156,131			36,336

Operating expenses:
General and administrative		1,298,451			1,326,032
Research and development		-			172,643
Facility operations		358,258			531,736
Depreciation		434,809			525,229
Amortization		367,500			367,500

Total operating expenses		2,459,018			2,923,140

Net loss from operations		(2,302,887	)		(2,886,804	)

Other income (expense):
Interest expense		(2,713	)		(502,372	)
Interest expense - related parties		(6,250	)		-
Amortization of debt discount		-			(2,040,000	)
Change in fair value of derivative liability		-			1,314,000
Change in fair value of warrant liability		50,000			1,915,000
Change in fair value of restructured notes		137,634			-
Extension fee		(180,000	)		-
Gain on sale of machinery and equipment		5,785			-

Total other income, net		4,456			686,628

Loss before income taxes		(2,298,431	)		(2,200,176	)

Provision for income taxes		-			-

Net loss		(2,298,431	)		(2,200,176	)

Amortization of beneficial conversion feature on Preferred shares		-			(141,500	)
Accretion on Preferred shares		-			(278,500	)
Dividends		(404,825	)		(102,227	)

Net loss available for common stockholders	$	(2,703,256	)	$	(2,722,403	)

Loss per share (Basic and Diluted)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)		839,745,626			665,999,390

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

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENT of CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		issued			receivable			deficit			deficit
	Series A Preferred stock				Common stock				Additional paid in		Stock to be			Subscription			Accumulated			Total stockholders’
	Shares		Amount		Shares		Amount		Capital		issued			receivable			deficit			deficit
Balance March 31, 2023		5,000,000	$	500		803,123,748	$	80,377	$	121,156,733	$	662,767		$	(56,250	)	$	(167,533,292	)		(45,689,165	)

Common stock issued for legal settlement to NSH shareholders		-		-		863,110		86		272,657		(272,743	)		-			-			-
Issuance of common shares under financing agreement		-		-		40,187,311		4,019		1,294,493		-			-			-			1,298,512
Conversion of Series E Preferred Shares to common stock		-		-		23,989,570		2,399		825,601		-			-			(350,825	)		477,175
Dividends payable on Preferred Shares		-		-		-		-		-		-			-			(54,000	)		(54,000	)
Common stock issued to consultants		-		-		100,000		10		4,690		-			-			-			4,700

Net loss																		(2,298,431	)		(2,298,431	)

Balance June 30, 2023		5,000,000	$	500		868,263,739	$	86,891	$	123,554,174	$	390,024		$	(56,250	)	$	(170,236,548	)		(46,261,209	)

Balance March 31, 2022		5,000,000	$	500		674,644,124	$	67,500	$	96,701,607	$	20,132,650		$	-		$	(150,036,023	)	$	(33,133,765	)
Balance,		5,000,000	$	500		674,644,124	$	67,500	$	96,701,607	$	20,132,650		$	-		$	(150,036,023	)	$	(33,133,765	)

Common stock issued for legal settlement to NSH shareholders		-		-		61,154,136		6,112		19,311,486		(19,317,598	)		-			-			-
Conversion of Series E PS to common stock		-		-		4,537,240		454		839,546		-			-			-			840,000
Contingent beneficial conversion feature related to the Series E Preferred Shares, fully amortized		-		-		-		-		99,000		-			-			(99,000	)		-
Amortization of beneficial conversion feature related to Series E Preferred Shares		-		-		-		-		-		-			-			(42,500	)		(42,500	)
Accretion of Series E Preferred Shares		-		-		-		-		-		-			-			(278,500	)		(278,500	)
Dividends payable on Preferred Shares		-		-		-		-		-		-			-			(102,227	)		(102,227	)
Common stock issued in business agreement, to be paid from revenue earned		-		-		250,000		25		56,225		-			(56,250	)		-			-
Common stock vested to consultants		-		-		-		6		24,369		-			-			-			24,375

Net loss																		(2,200,176	)		(2,200,176	)

Balance June 30, 2022		5,000,000	$	500		740,585,500	$	74,097	$	117,032,233	$	815,052		$	(56,250	)	$	(152,758,426	)		(34,892,793	)
Balance,		5,000,000	$	500		740,585,500	$	74,097	$	117,032,233	$	815,052		$	(56,250	)	$	(152,758,426	)		(34,892,793	)

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

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENTS OF CASH FLOWS

(Unaudited)

	June 30, 2023			June 30, 2022
	For the 3 Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,298,431	)	$	(2,200,176	)

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

Depreciation expense		434,809			525,229
Amortization expense		367,500			367,500
Amortization of debt discount		-			2,040,000
Change in fair value of derivative liability		-			(1,314,000	)
Change in fair value of warrant liability		(50,000	)		(1,915,000	)
Change in fair value of promissory notes		(137,634	)		-
Financing costs		120,000			-
Gain on sale of machinery and equipment		(5,785	)		-
Shares issued for services		4,700			24,375
Amortization of operating lease right-of-use assets		20,293			-

Changes in operating assets and liabilities:
Accounts receivable		(19,004	)		(24,132	)
Inventory		(20,932	)		(35,368	)
Prepaid expenses and other current assets		32,462			(481,750	)
Deferred offering costs		(55,503	)		-
Accounts payable		35,636			450,606
Other accrued expenses		12,032			11,140
Accrued expenses - related parties		171,690			-
Accrued interest		-			488,797
Accrued interest - related parties		6,250			8,275
Operating lease liabilities		(18,981	)		-

Cash used in operating activities		(1,400,898	)		(2,054,504	)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for fixed assets		(39,308	)		(491,112	)
Cash received for sale of machinery and equipment		19,000			-

Cash used in investing activities		(20,308	)		(491,112	)

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of notes payable		(24,000	)		(24,000	)
Proceeds from sale of stock		1,298,512			-
Proceeds from convertible debentures, receipt from escrow		-			1,500,000

Cash provided by financing activities		1,274,512			1,476,000

NET CHANGE IN CASH		(146,694	)		(1,069,616	)

CASH AT BEGINNING OF PERIOD		216,465			1,734,040

CASH AT END OF PERIOD	$	69,771		$	664,424

INTEREST PAID	$	616		$	5,300

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Construction in process transferred to fixed assets	$	-		$	1,040,617
Shares issued upon conversion of Preferred stock	$	828,000			840,000
Dividends on Series E Preferred stock	$	404,825		$	-
Dividends in kind issued	$	516,000		$	-
Shares issued/to be issued, for legal settlement	$	272,743		$	-

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

NATURALSHRIMP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2023

(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. The Company’s production facilities are located in La Coste, Texas and Webster City, Iowa.

The Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation (“NSC”) and NaturalShrimp Global, Inc. (“NS Global”) and Natural Aquatic Systems, Inc. (“NAS”), and owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company.

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, 2023, the Company had a net loss available for common stockholders of approximately $2,703,000. As of June 30, 2023, the Company had an accumulated deficit of approximately $170,237,000 and a working capital deficit of approximately $8,781,000. 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, 2023, the Company received net cash proceeds of approximately $1,299,000 from the sale of common shares (See Note 8). Subsequent to period end, the Company received $140,000 proceeds from the issuance of promissory notes, related parties (See Note 12).

Management believes that private placements of equity capital 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, the percentage ownership of its current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its operations. The Company continues to pursue external financing alternatives to improve its working capital position. If the Company is unable to obtain the necessary capital, the Company may be unable to develop its facilities and enter into production.

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, 2023 and 2022 has been prepared in accordance with GAAP 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, 2023 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 (“SEC”). These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 27, 2023.

The condensed consolidated balance sheet at March 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

Consolidation

The unaudited condensed consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NSC, NS Global, and NAS. 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 unaudited condensed consolidated financial statements are computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. As of the three months ended June 30, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 868,264,000 underlying common shares, 1,500 of Series E Redeemable Convertible Preferred shares whose approximately 5,143,000 underlying shares are convertible at the investors’ option at a fixed conversion price of $0.35, 750,000 shares of Series F Preferred Stock which would be converted at the holders’ option into approximately 208,383,000 underlying common shares, and 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive. As of the three months ended June 30, 2022, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 740,711,000 underlying common shares, 1,500 of Series E Redeemable Convertible Preferred shares whose approximately 5,143,000 underlying shares are convertible at the investors’ option at a fixed conversion price of $0.35, and 640 of Series E Redeemable Convertible Preferred shares whose approximately 7,676,000 underlying shares are convertible at the investors’ option at conversion price of 90% of the average of the two lowest market prices over the last 10 days, 750,000 shares of Series F Preferred Stock which would be converted at the holders’ option into approximately 177,771,000 underlying common shares, approximately $18,768,000 in a convertible debenture whose approximately 164,177,000 underlying shares are convertible at the holders’ option at conversion price of 90% of the average of the two lowest market prices over the last 10 days and 18,506,429 warrants outstanding 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, 2023 and March 31, 2023.

The warrant liabilities and fair value option on Restructured notes, are Level 3 fair value measurements.

The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023:

Warrant liability

	June 30, 2023			March 31, 2023
	(unaudited)
Warrant liability balance at beginning of period	$	355,000		$	3,923,000
Change in fair value		(50,000	)		(3,568,000	)
Balance at end of period	$	305,000		$	355,000

At June 30, 2023, the fair value of the warrant liability was estimated using the following inputs: the price of the Company’s common stock of $0.05; a risk-free interest rate ranging from 3.89% to 4.49%; and expected volatility of the Company’s common stock ranging from 108.4% to 121.5% and the remaining terms of each warrant issuance.

At March 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $0.05; a risk-free interest rate of 3.81% and expected volatility of the Company’s common stock ranging from 113.6% to 121.0% and the remaining terms of each warrant issuance.

Restructured August and Senior Notes Payable

	June 30, 2023			March 31, 2023
Restructured notes payable fair value at beginning of period	$	23,690,000		$	-
Reclass of accrued interest		907,634			-
Fair value of restructured notes payable upon Restructuring Agreement		-			20,847,867
Change in fair value		(137,634	)		2,842,133
Restructured notes payable fair value at end of period	$	24,460,000		$	23,690,000

On November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two of their outstanding debentures (Note 6 and Note 7), which were accounted for as debt extinguishment, the Company elected to recognize the new debt under ASC 825 fair value option. The fair value for both periods is based on the maturity dates, the interest of 12%, the 15% exit fee, the 2% appreciation fee for an estimated period, and a 40% present value factor. In accordance with ASC 825, the Company chose to present the component for the accrued interest in the same line item on the Balance Sheet with the fair value option, and as of April 1, 2023, reclassed the accrued interest to not be presented as a separate line item.

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 unaudited condensed consolidated balance sheets approximates fair value.

Cash and Cash Equivalents

For the purpose of the unaudited condensed 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, 2023 and March 31, 2023.

Concentration of Credit Risk

The Company maintains cash balances at two financial institutions. Accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2023 and March 31, 2023, the Company’s cash balance exceeded 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 using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES

Buildings		39 years
Machinery and Equipment		7 – 10 years
Vehicles		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.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “Stock-based Compensation to Employees” is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances. Once the stock is issued the appropriate expense account is charged.

Intangible Assets

The Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents represent definite lived intangible assets and will be amortized over the twenty year duration of the patent, unless at some point the useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a straight-line basis over the expected term of the agreements of ten years. For the three months ended June 30, 2023 and June 30, 2022, the amortization of the patents was $97,500 and $97,500 and in the license rights was $270,000 and $270,000.

The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of June 30, 2023, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized.

License agreements

On August 25, 2021, the Company, through their 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement, in a sub-license agreement with Hydrenesis Aquaculture LLC (“Hydrenesis-Aqua”), Both Rights agreements are for a 10-year term, which shall automatically renew for ten-year successive terms. The agreements accord the exclusive rights to purchase or distribute the technology, or buy or rent the equipment, which is the primary business and revenue stream generated from indoor aquaculture farming of any species in the territory.

The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5% royalty fees. The royalties are calculated per all customer or sub-license revenue generated by NAS, NSI or any affiliate, from the sale or rental of either the Technologies or Hydrenesis Equipment, based on gross revenue less returns, rebates and sales taxes. There are sales milestones for exclusivity, whereby if NAS fails to achieve a sales milestone starting in Year 3, the exclusivity rights in both of the Rights agreements shall revert to non-exclusive rights. To maintain the exclusivity for the subsequent year, the Company may pay the amount of the royalty fees that would have been due if the Sales Milestones had been meet in the current year.

Impairment of Long-lived Assets

The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived 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 long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose.

Commitments and Contingencies

Certain conditions may exist as of the date the unaudited condensed 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 unaudited condensed 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.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors. Additionally, the Company will sell or rent either the Hydrenesis Technologies or Equipment.

To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products.

In the future, if the Company has customers with long-term contracts for multiple shipments of live shrimp, the Company will elect the right-to-invoice practical expedient and any variable consideration estimate will be excluded from the transaction price and the revenue will be recognized directly when the goods are delivered.

SCHEDULE OF REVENUE RECOGNITION

	June 30, 2023		June 30, 2022
	Three months ended
	June 30, 2023		June 30, 2022

Shrimp sales	$	55,872	$	36,336
Technology and equipment services		150,000		—
Total revenues	$	205,872	$	36,336

On May 21, 2023, the Company entered into a six month agreement with a company for the use of the Hydrenesis Technology and Equipment. Per the agreement, the customer is to pay a total of $300,000 comprised of an initial payment equal to $150,000 and then $25,000 per month for the combined total of the Service Fee.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options”, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

As of June 30, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2023, through the date which the unaudited condensed consolidated financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

NOTE 3 – FIXED ASSETS

A summary of the fixed assets as of June 30, 2023 and March 31, 2023 is as follows:

SCHEDULE OF FIXED ASSETS

	June 30, 2023			March 31, 2023
	(unaudited)
Land	$	324,293		$	324,293
Buildings		5,509,918			5,495,150
Machinery and equipment		12,297,284			12,293,112
Autos and trucks		307,227			307,227
Fixed assets,gross		18,438,722			18,419,782
Accumulated depreciation		(3,803,723	)		(3,376,067	)
Fixed assets, net	$	14,634,999		$	15,043,715

The unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $435,000 and $525,000 for the three months ended June 30, 2023 and 2022, respectively.

NOTE 4 – SHORT-TERM NOTE AND LINES OF CREDIT

The Company 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 34.15% as of June 30, 2023. The line of credit is unsecured. The balance of the line of credit was $9,580 at both June 30, 2023 and March 31, 2023.

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 18.25% as of June 30, 2023. 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, 2023 and March 31, 2023.

NOTE 5 –NOTES PAYABLE

January 2023 Note

On January 20, 2023, the Company entered into a secured promissory note (“January 2023 Note”) with an investor (the “Investor”). The January 2023 Note is in the aggregate principal amount of $631,968. The Note has an interest rate of 10% per annum, with a maturity date nine months from the issuance date of the Note. The Note carried an original issue discount totaling $56,868, whereby the purchase price is $575,100. All payments made by the Company under the terms in the note, including upon repayment of this Note at maturity, shall be subject to an exit fee of 15% of the portion of the Outstanding Balance being paid (the “Exit Fee”). The cash was not transferred to the Company’s bank account, but instead to the merger entity, Yotta Acquisition Corporation (Note 11), for a contribution to a required extension fee for the business combination.

April 2023 Promissory Note

On April 21, 2023, the Company entered into a $60,000 promissory note with Yotta Investment LLC (“Yotta”), with no interest to accrue on the principal balance. The promissory note is to be settled on the date of closing of the business combination contemplated by the Merger Agreement with Yotta (“Merger Agreement”). Upon the occurrence of an event of default, including the termination of the Merger Agreement, the unpaid principal balance of this note, and all other sums payable with regard to this note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Company. As discussed in Note 12, the Merger Agreement was terminated subsequent to the period end.

May 2023 Promissory Note

On May 17, 2023, the Company entered into an additional $60,000 promissory note with Yotta, with no interest to accrue on the principal balance. The promissory note is to be settled on the date of closing of the business combination contemplated by the Merger Agreement with Yotta. Upon the occurrence of an event of default, including the termination of the Merger Agreement, the unpaid principal balance of this note, and all other sums payable with regard to this note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Company. As discussed in Note 12, the Merger Agreement was terminated subsequent to the period end.

Ms. Williams Promissory Note

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 with the late Mr. Bill Williams dated August 15, 2019, for his portion of the related party notes and related accrued interest discussed above, and accrued compensation and allowances. The note bears interest at one percent per annum and calls for monthly payments of $8,000 until the balance is paid in full. The balance as of June 30, 2023 and March 31, 2023 was $95,604 and $119,604, respectively, with the balance as of June 30, 2023 and $96,000 for the year end March 31, 2023, classified in current liabilities, on the condensed consolidated balance sheets.

NOTE 6 – RESTRUCTURED AUGUST NOTE PAYABLE

The Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on August 17, 2022. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount totaling approximately $5,433,333. The Note has an interest rate of 12% per annum, with a maturity date nine months from the issuance date of the Note. The Note carried an original issue discount totaling $433,333 and a transaction expense amount of $10,000, both of which are included in the principal balance of the Note. On the closing date the Company received $1,100,000, with $3,900,000 put into escrow to be held until certain terms were to be met, which included $3,400,000 upon the completion of a successful uplist to NYSE or NASDAQ. The SPA includes a Security Agreement, whereby the note is secured by the collateral set forth in the agreement, covering all of the assets of the Company. All payments made by the Company under the terms in the note, including upon repayment of this Note at maturity, shall be subject to an exit fee of 15% of the portion of the outstanding balance being paid (the “Exit Fee”). As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $816,500, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount.

As soon as reasonably possible, the Company will cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ (in either event, an “Uplist”). In the event the Company has not effectuated the Uplist by November 15, 2022, the then-current outstanding balance will be increased by 10%. Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $3,000,000 or thirty-three percent of the gross proceeds of the equity sale.

In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructured August Note decreased the principal to $1,748,667, less an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023, in the amount of approximately $272,000. On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement. (See Note 12)

The Restructured August Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the present value of the cash flows under the terms of the new debt instrument was evaluated to be a substantial change, as over 10% difference from the present value of the remaining cash flows under the terms of the original instrument. As such, with the removal of the original note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $1,933,000, there was a loss in extinguishment of approximately $157,000. As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the August Note will be accounted for at fair value until they are settled. In accordance with ASC 815- 15-25-1(b) a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated for embedded derivatives. Therefore, the provisions in the August Note were not evaluated as to if they fell under the guidance of embedded derivatives and were required to be bifurcated. The August Note was revalued as of June 30, 2023 at approximately $2,590,000, with a change in fair value of approximately $190,000 recognized in the Statement of Operations. The August Note was revalued as of March 31, 2023 at approximately $2,400,000, with a change in fair value of approximately $467,000. As of June 30, 2023, the accrued interest from the restructuring date, which is included in the fair value is approximately $203,000.

NOTE 7 – RESTRUCTURED SENIOR NOTE PAYABLE

December 15, 2021 Debenture

The Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on December 15, 2021. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount totaling approximately $16,320,000 (the “Principal Amount”). The Note has an interest rate of 12% per annum, with a maturity date 24 months from the issuance date of the Note (the “Maturity Date”).

Beginning on the date that is 6 months from the issuance date of the Note, the Investor had the right to redeem up to $1,000,000 of the outstanding balance per month. Payments could have been made by the Company, at the Company’s option, (a) in cash, or (b) by paying the redemption amount in the form of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), per the following formula: the number of redemption shares equals the portion of the applicable redemption amount divided by the Redemption Repayment Price. The “Redemption Repayment Price” equaled 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing to redeem a portion of the Note. The redemption amount shall include an Exit Fee, consisting of a premium of 15% of the portion of the outstanding balance being paid. As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount. In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date.

On November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “Senior Note”) with the December 2021 Investor through which the December 2021 Note was amended and restated in its entirety. These amendments were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), The main modification of the terms of the Senior Note was that the conversion feature was eliminated. Second, a Mandatory Payment was added whereby within 3 trading days of the closing upon the Merger an amount equal to the lesser of (A) one-third of the amount retained in the Trust Account at the Effective Time or (B) $10,000,000, in order to repay a portion of the outstanding balance of the Senior Note; after which the remaining balance of the Senior Note is to be repaid in equal monthly installments over a 12-month period beginning on a date after the Merger Agreement closing date (“Closing Date”) or the termination of such agreement. All payments made shall be subject to an Exit Fee of 15% of the portion of the outstanding balance being paid. Additionally, if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the Board of Directors of the Company. Additional key modifications include i) uplist terms in which the Company was to cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ, were removed, ii) Maturity date was modified from December 15, 2023 to 12 months from the Closing or termination of the Merger Agreement, provided not to be later than June 30, 2024, and iii) the outstanding balance of the Senior Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). As of June 30, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023, in the amount of approximately $2,675,000. On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement. (See Note 12)

The Note also contains certain negative covenants and Events of Default, which in addition to common events of default, include the Company fails to maintain the share reserve, the occurrence of a Fundamental Transaction without the Lenders written consent, the Company effectuates a reverse split of its common stock without 20 trading days written notice to Lender, fails to observe or perform or breaches any covenant, and, the Company or any of its subsidiaries, breaches any covenant or other term or condition contained in any Other Agreements in any material. Upon an Event of a Default, at its option and sole discretion, the Investor may consider the Note immediately due and payable. Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default. As of June 30, 2023, the Company is in full compliance with the covenants and Events of Default.

The Restructured Senior Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the conversion feature has been eliminated and therefore the modified Senior Note is determined to be fundamentally different from the original convertible note. As such, with the removal of the original note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $18,914,000, there was a gain in extinguishment of approximately $2,540,000. As of the restructuring date the derivative had a fair value of $12,290,000, based on assumptions used in a bi-nomial option pricing model, which resulted in a change in fair value of $17,738,000 as of the restructuring date, from its previous fair value of $30,028,000. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $0.16 at issuance date; a risk-free interest rate of 3.73% and expected volatility of the Company’s common stock, of 117.77%, and the strike price of $0.1017.

As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the Company will account for the Restructured Senior Note at fair value every period end until it is settled. In accordance with ASC 815- 15-25-1(b) a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated for embedded derivatives. Therefore, the Company did not evaluate the provisions in the Restructured Senior Note as to whether they fell under the guidance of embedded derivatives and were required to be bifurcated. The Restructured Senior Note was revalued as of June 30, 2023 at approximately $21,870,000, with a change in fair value of approximately $580,000 recognized in the Company’s accompanying condensed consolidated Statement of Operations. The Senior Note was revalued as of March 31, 2023, at approximately $21,290,000, with a change in fair value of approximately $2,376,000 recognized in the accompanying condensed consolidated Statement of Operations. As of June 30, 2023, the accrued interest from the restructuring date, which is included in the fair value is approximately $3,487,000.

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

As of June 30, 2023 and March 31, 2023, the Company had 200,000,000 shares of preferred stock authorized with a par value of $0.0001. Of this amount, 5,000,000 shares of Series A preferred stock are authorized and outstanding, 5,000 shares Series B preferred stock are authorized and no shares outstanding, 5,000 shares Series D preferred stock are authorized with no shares outstanding 10,000 shares Series E preferred stock are authorized and 1,500 and 1,670 outstanding, respectively, and 750,000 shares of Series F preferred stock are authorized with 750,000 outstanding, respectively.

Series E Preferred Stock

On May 1, 2023, one of the holders converted 600 Series E Preferred Stock into 23,989,570 shares of common stock. The conversion represented their remaining Series E Preferred Stock, including the 10% increase, accrued dividends in kind of $516,000 and the 15% Exit Fee of $108,000.

GHS 2022 Purchase Agreement

On November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS Investments LLC (“GHS”), an accredited investor, pursuant to which, the Company may require GHS to purchase a maximum of up to 64,000,000 shares of the Company’s common stock (“GHS Purchase Shares”) based on a total aggregate purchase price of up to $5,000,000 over a one-year term that ends on November 4, 2023. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree in writing to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS 2022 Purchase Agreement. The Company is to control the timing and amount of any sales of GHS Purchase Shares to GHS. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase.

If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.

Further, pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing.

In the three months ended June 30, 2023, the Company sold 40,187,311 shares of common stock at a gross amount of approximately $1,299,000, at share prices ranging from $0.03 to $0.04.

In the year ended March 31, 2023, the Company sold 52,018,294 shares of common stock at a net amount of approximately $3,076,000, at share prices ranging from $0.04 to $0.10.

10,000,000 Common Stock Equity Financing

On April 28, 2023, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement with GHS. Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $10,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the SEC. The Registration Statement was filed on July 20, 2023 and the SEC declared it effective on August 14, 2023.

With the effectiveness of the Registration Statement, the Company now has 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 equal less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). 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). Following an up-list to the NASDAQ or equivalent national exchange, the price of each put share shall be equal to ninety percent (90%) of the Market Price, subject to a floor price of $1.00 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $10,000,000 worth of Common Stock under the terms of the Equity Financing Agreement.

GHS Purchase Agreement

On May 9, 2023, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS pursuant which the Company may require GHS to purchase a maximum of up to 45,923,929 shares of the Company’s common stock (“GHS Purchase Shares”) based on a total aggregate purchase price of up to $6,000,000 over a one-year term that ends on May 9, 2024. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

The GHS Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the Company has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS a purchase notice (a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS Purchase Shares. A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days preceding the purchase date. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase date). The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer of immediately available funds.

If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.

Further, pursuant to the terms of the GHS Purchase Agreement, from May 9, 2023 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the initial closing pursuant to the Section 2(a) of GHS Purchase Agreement, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing.

Common Shares Issued to Consultant

On June 19, 2023, 100,000 shares of common stock were issued to a consultant. The shares had a fair value of $4,700, based on the market price of $0.047 on the grant date.

Options and Warrants

The Company has not granted any options since inception.

All of the warrants issued have been recognized as a liability, as of the issuance of the convertible debenture on December 15, 2021, based on the fact it as it is not known if there will be sufficient authorized shares to be issued upon settlement, based on the conversion terms of the existing convertible debt.

The 18,573,116 warrants outstanding as of June 30, 2023, were revalued as of period end for a fair value of $305,000, with a decrease in the fair value of $50,000 recognized on the accompanying condensed consolidated Statement of Operations. The fair value of the warrant liability was estimated using Black Scholes Model, with the following inputs: the price of the Company’s common stock of $0.05; a risk-free interest rate ranging from 3.89% to 4.49%; and expected volatility of the Company’s common stock ranging from 108.4% to 121.5% and the remaining terms of each warrant issuance.

The 18,506,429 warrants outstanding as of June 30, 2022, were revalued as of period end for a fair value of $2,008,000, with a decrease in the fair value of $1,915,000 recognized on the accompanying condensed consolidated Statement of Operations. The fair value was estimated using Black Scholes Model, with the following inputs: the price of the Company’s common stock of $0.12; a risk-free interest rate of 3.01%, the expected volatility of the Company’s common stock ranging from 182.4% to197.5%; the estimated remaining term, a dividend rate of 0%,

NOTE 9 – RELATED PARTY TRANSACTIONS

Bonus Compensation – Related Party

On May 11, 2021, the Company paid the Chief Financial Officer (“CFO”) a bonus of $300,000. On August 10, 2021, the Board of Directors ratified the bonus payment to the CFO and awarded the President and the CTO compensation bonuses of $300,000 each. The bonuses to the President and CTO are to be distributed within the next twelve months from the award date, and are included in accrued expenses, related parties as of December 31, 2021. During the year ended March 31, 2022, $200,000 was paid each to the President and CTO, with a total of $200,000 remaining in accrued expenses, related parties, as of June 30, 2023 and March 31, 2023.

Promissory Note

On August 10, 2022, the Company issued a loan agreement for $300,000, with related parties, which is to be considered priority debt of the Company. As of this filing, five of the related parties have entered into promissory notes under the loan agreement for $50,000 each, for a total of cash received of $250,000. The notes bear interest at a 10% per annum and are due in one year from the issuance date of the notes. For the three months ended June 30, 2023, the interest expense was $3,500. As of June 30, 2023 and March 31, 2023, the accrued interest was approximately $26,000 and $22,000, respectively.

NaturalShrimp Holdings, Inc.

On January 1, 2016 the Company entered into a notes payable agreement with NaturalShrimp Holdings, Inc.(“NSH”), a shareholder. The note payable has no set monthly payment or maturity date with a stated interest rate of 2%. During the year ended March 31, 2022, the Company paid off $655,750 of the note payable. The outstanding balance is approximately $77,000 as of both June 30, 2023 and March 31, 2023. As of both June 30, 2023 and March 31, 2023, accrued interest payable was approximately $74,000.

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 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 was $356,404 as of both June 30, 2023 and March 31, 2023, and is classified as a current liability on the unaudited condensed consolidated balance sheets. As of June 30, 2023 and March 31, 2023, accrued interest payable was approximately $146,000.

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, 2023 and March 31, 2023 was $54,647 and is classified as a current liability on the unaudited condensed consolidated balance sheets.

NOTE 10 – LEASE

On May 26, 2021, the Company entered into a sublease for a new office space in Texas, on two floors. The lease commenced on August 1, 2021 for a monthly rent of $7,000, and will terminate on October 31, 2025, for one of the spaces, and commence in the second half of 2022 for monthly rent of $1,727, and terminate on October 31, 2025, for the second space. On June 2, 2021, the Company paid a deposit of $52,362 which shall be applied to the last six months of the sublease term, and $17,454 security deposit, which is included in Prepaid expenses on the accompanying condensed consolidated balance sheet. The Company assessed its new office lease as an operating lease.

At inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $316,000, based on the net present value of the future lease payments over the term of the lease. When available, the Company uses the rate implicit in the lease discount payments as the incremental borrowing rate to calculate the net present value; however, the rate implicit in the lease is not readily determinable for their corporate office lease. In this case, the Company estimated its incremental borrowing rate of 5.75% as the interest rate it could have incurred to borrow an amount equal to the lease payments in a similar economic environment on a collateralized basis over a term similar to the lease term . The Company estimated its rate based on observable risk-free interest rate and credit spreads for commercial debt of a similar duration as to what rate would have been effective for the Company.

On September 8, 2021, the Company entered into an equipment lease agreement for VOIP phone equipment. The lease term is for sixty months, with a monthly lease payment of approximately $300. The Company assessed the equipment lease as an operating lease. The Company determined the Right of Use asset and Lease liability values at inception as approximately $17,000 calculated at the present value of all future lease payments for the lease term, using an incremental borrowing rate of 5.75%.

The following is a schedule of maturities of lease liabilities as of June 30, 2023:


2024	$	65,856
2025		87,808
2026		54,709
Total future minimum lease payments		208,373
Less: imputed interest		14,361
Total	$	194,012

NOTE 11 – 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. On May 4, 2021, the Company’s Board of Directors approved a salary for Mr. Easterling of $180,000 per annum. 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.

Merger Agreement

On October 24, 2022, the Company entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the Board of Directors of each of the Company, Yotta, and Merger Sub.

The Merger Agreement provided, among other things, that Merger Sub will merge with and into the Company, with the Company as the surviving company (the “Surviving Company”) in the merger and, after giving effect to such merger, the Company was to be a wholly-owned subsidiary of Yotta (the “Merger”). In addition, Yotta was to be renamed “NaturalShrimp, Incorporated” or such other name as shall be designated by the Company.

As noted in Notes 6 and 7, the Company entered into Restructuring Agreements as required in the Merger Agreement. On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement. (See Note 12)

NOTE 12 – SUBSEQUENT EVENTS

On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement pursuant to Section 10.2(b) thereof based on breaches by Yotta of certain representations in the Merger Agreement that would render impossible the satisfaction of certain conditions to the Company’s obligations to consummate the transactions contemplated by the Merger Agreement. In particular, Yotta will not be able to comply with the provision of its Amended and Restated Certificate of Incorporation that prohibits Yotta from consummating an initial business combination unless it has net tangible assets of at least $5,000,001 upon consummation of such initial business combination. This conflicts with Yotta’s representation in the Merger Agreement that its consummation of the transactions contemplated by the Merger Agreement will not conflict with its organizational documents. The Company also cited delays in the SEC registration process that are attributable to Yotta, which breached its covenant pursuant to the Merger Agreement to use its reasonable best efforts to take all actions reasonably necessary or advisable to consummate the transactions contemplated by Merger Agreement as promptly as reasonably practicable. As of August 16, 2023, Yotta has not responded to the Company’s notice of termination.

On July 10 through July 17, 2023, the Company received $140,000 in proceeds from the issuance of three promissory notes with related parties. The notes bear interest at 10% and have maturity dates one year from the issuance date.

On July 24, 2023, the Company entered into a Securities Purchase Agreement for the additional sale of 156 shares of Series E Preferred Stock at a price of $1,000 per share of Preferred Stock, for a total of $156,000. The Series E Preferred Stock will earn a dividend of 12% per annum, for as long as the relevant Preferred Stock has not been redeemed or converted. Dividends are to be paid quarterly, and at the Company’s discretion, in cash or Preferred Stock calculated at the purchase price.

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, 2023, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 27, 2023, 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 water treatment plant and replace our filtration equipment that was destroyed by fire on July 3, 2022 at our La Coste, Texas facility;
	●	our ability to continue developing and expanding our research and development plant in La Coste, Texas and our production facility in Webster City, Iowa;
	●	our ability 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 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 of COVID-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 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 NSC, NS Global and NAS. The Company also owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company. Unless otherwise specified, all dollar amounts are expressed in United States Dollars.

Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures

We use United States GAAP financial measures, unless otherwise noted. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise.

This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report.

Overview

We are an aquaculture technology company that has developed proprietary, patented platform technologies to allow for the production of aquatic species in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities without the use of antibiotics or toxic chemicals. We own and operate indoor recirculating Pacific White shrimp production facilities in Texas and Iowa using these technologies.

We were incorporated in July 2008 and acquired substantially all of the assets of NSH, the company that developed the proprietary technology to grow and sell shrimp potentially anywhere in the world that is now the basis of our business. In 2015 NSH acquired 88.62% of the issued and outstanding shares of NaturalShrimp Common Stock, NSC and NS Global became our wholly-owned subsidiaries, and we changed our principal business to a global shrimp farming company.

On October 5, 2015, we formed NAS with F&T, the purpose of which was to jointly develop with F&T certain water technologies.

On December 17, 2020, we acquired for $10.0 million certain assets from VeroBlue Farms USA, Inc. and its subsidiaries, which assets included our three current facilities located in Iowa.

On May 25, 2021, we purchased certain parent and intellectual property rights from F&T and acquired all of its outstanding shares in NAS, thereby making NAS our wholly-owned subsidiary, for $3.0 million in cash and 13,861,386 shares of NaturalShrimp Common Stock.

On August 25, 2021, through NAS, we entered into an Equipment Rights Agreements with Hydrenesis-Delta Systems, LLC and a Technology Rights Agreement with Hydrenesis Aquaculture LLC. The Equipment Rights Agreement relates to specialized and proprietary equipment used to produce and control, dose, and infuse Hydrogas^® and RLS^® into both water and other chemical species, while the Technology Rights Agreement provides us with a sublicense to the rights to Hydrogas^® and RLS^®.

The Company has three wholly-owned subsidiaries: NSC, NS Global, and NAS, and owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company.

Most of the shrimp consumed in the world today come from shrimp farms that can only produce crops between one and four times per year. Consequently, the shrimp from these farms requires freezing between crops until consumed. Our system is designed to harvest different tanks each week, which provides for fresh shrimp throughout the year. We strive to create a niche market of “Always Fresh, Always Natural” shrimp. As opposed to many of the foreign shrimp farms, we can also claim that our product is 100% free of antibiotics. The ability to grow shrimp locally and year-round allows us to provide this high-end product to upscale restaurant and grocery stores throughout the world. We rotate the stocking and harvesting of our tanks each week, which allows for weekly shrimp harvests. Our product is free of pollutants and is fed only the highest-quality feeds.

We began making regular weekly sales of live shrimp from our Iowa production facility in November 2021 and from our Texas production facility in June 2022. Although our revenues were initially limited, our gross sales for the fiscal year ended March 31, 2023 increased significantly as compared to the fiscal year ended March 31, 2022. The Company is using its aforementioned platform technologies to retrofit 344,000 square feet of its existing Iowa facilities that we expect will, once fully operational, produce 18,000 pounds of shrimp per week. We believe that the combined output from our La Coste, Texas and Iowa facilities will be approximately 24,000 pounds of shrimp production per week by the third or fourth calendar quarter of 2023. We can, however, provide no assurances as to how significant our revenue will be in the next one to two fiscal quarters.

Results of Operations

Comparison of the Three Months Ended June 30, 2023 to the Three Months Ended June 30, 2022

Revenue

We had gross sales revenue of $205,872 and $36,336, respectively, during the three months ended June 30, 2023 and 2022, an increase of approximately $170,000, or 467%.

Our increase in gross sales revenue during the three months ended June 30, 2023 over the prior period was a result of our sale of shrimp to two customers directly during fiscal 2023 that had been made exclusively through a consultant during fiscal 2022 and the increased production of shrimp available for sale, which resulted in us being able to sell more shrimp to meet existing demand. Additionally, the Company entered into a six month agreement with a company for the use of the Hydrenesis Technology and Equipment on May 21, 2023, and received the initial payment of $150,000.

We had net revenues of $156,131 and $36,336, respectively, during the three months ended June 31, 2023 and 2022. The increase in net revenues for the first quarter of fiscal 2024 is the result of the increase in gross sales revenue, the inclusion of the contract for the use of the Hydrenesis Technology and Equipment, offset by the cost of sales in the first quarter of fiscal 2024.

Cost of Sales

Cost of sales includes direct costs related to the production and sale of our products, primarily the cost of the post-larva shrimp that we purchase to grow into our shrimp product at our facilities and the costs of shipping purchase orders to customers. Cost of sales were $49,741 and $0, respectively, during the three months ended June 30, 2023 and 2022.

Operating Expenses

The following table summarizes the various components of our operating expenses for each of the three months ended June 30, 2023 and 2022:

	Three Months Ended June 30,
	2023		2022

Salaries and related expenses	$	512,725	$	443,303
Professional services		310,540		433,970
Other general and administrative expenses		452,873		422,137
Rent		22,313		26,622
Facility operations		358,258		531,736
Research and development		-		172,643
Depreciation		434,809		525,229
Amortization		367,500		367,500
Total	$	2,459,018	$	2,923,140

Operating expenses for the three months ended June 30, 2023 were $2,459,018, which is a 15.9% decrease over operating expenses of $2,923,140 for the same period in 2022. The overall change in expenses is mainly the result of decreases in facility operations relating to the progress of the commercial operations in the new plant in Iowa as well as in Texas, and the fact that some facility operations now being considered as cost of revenue. Additionally, as a result of the production of the shrimp there was not any research and development in the current period. Salaries increased by approximately $69,000 for additional employees. Professional fees decreased by approximately $123,000, due to increased attorneys work with the Company on equity offerings and SEC filings, as well as consultant and accounting fees, in the prior period. The depreciation in the three months ended June 30, 2023, decreased due to the progressed fixed assets as well as the movement of construction in process to fixed assets, in the two plants.

Other Income (Expense)

The following table summarizes the various components of our other income (expenses) for each of the three months ended June 30, 2023 and 2022:

	Three Months Ended June 30,
	2023			2022
Interest expense	$	(2,713	)	$	(502,372	)
Interest expense – related parties		(6,250	)		-
Amortization of debt discount		-			(2,040,000	)
Change in fair value of derivative liability		-			1,314,000
Change in fair value of warrant liability		50,000			1,915,000
Change in fair value of restructured notes		137,634			-
Extension fee		(180,000	)		-
Gain on sale of machinery and equipment		5,785			-
Total	$	4,456		$	686,628

Other expense for the three months ended June 30, 2023, decreased approximately $682,000, or 99.4%, from the same period in the prior year, almost entirely restructuring of the convertible and August note, due to the removal of the derivative related to the conversion feature and the debt discount as a result of the accounting treatment as an extinguishment of debt. Further, due to the election to account for the restructured notes under the fair value option, in the current period there is a change in fair value of the restructured notes, and the interest expense is not recognized separately in the statement of operations but included in the change in fair value of the restructured notes. Additionally, there was an extension fee related to the delay in the Merger Agreement closing in the current period.

The Company originally recognized the warrant liability in December 2021 and revaluates it at each period-end. The decrease in the fair value for the three months ended June 30, 2023, as compared to the prior year end, resulted in a $50,000 recognition as income during the three months ended June 30, 2023, compared to a decrease in fair value as of June 30, 2022, which resulted in $1,915,000 in income during the three months ended June 30, 2022.

Liquidity, Financial Condition and Capital Resources

As of June 30, 2023, we had cash on hand of approximately $70,000 and working capital deficiency of approximately $8,781,000, as compared to cash on hand of approximately $216,000 and a working capital deficiency of approximately $9,339,000 as of March 31, 2023. The working capital for the three months ended June 30, 2023, as compared to the March 31, 2023 year end is not significantly different, with solely an increase (a reduced working capital deficiency) of 6.0%. This is mainly due to the decrease in cash on-hand, and slight increases in other current assets , offset by a decrease in current liabilities from the reclass of the accrued interest into the inclusion in the line item for the fair value of the restructured notes.

Working Capital Deficiency

The following table summarizes our working capital deficiency at of June 30, 2023 and March 31, 2023:

	June 30,			March 31,
	2023			2023
Current assets	$	1,798,654		$	1,882,371
Current liabilities		10,579,743			11,221,783
Working capital deficiency	$	(8,781,089	)	$	(9,339,412	)

Current assets decreased mainly because of the use of the cash on hand. This was offset by an increase in deferred offering costs, relating to the Merger Agreement. The decrease in current liabilities is primarily due to the reclass of the accrued interest on the restructured notes into the line item for the fair value of the restructured notes, which only the Restructured August note payable is in the current liabilities, off set by the increase in accrued expenses to related parties and the fair value of the Restructured August note.

Cash Flows

The following table summarizes our cash flows for the three months ended June 30, 2023 and 2022:

	Three months Ended June 30,
	2023			2022
Net cash used in operating activities	$	(1,400,898	)	$	(2,054,504	)
Net cash used in investing activities		(20,308	)		(491,112	)
Net cash provided by financing activities		1,274,512			1,476,000
Net change in cash	$	(146,694	)	$	(1,069,616	)

Net cash used in operating activities during the three months ended June 30 2023, was approximately $654,000 less as compared to the same period in 2022. The decrease in cash used is primarily due to the decrease in prepaid expenses and an increase in accrued expense for related parties, which is accrued payroll. Additionally, there was less of an increase in accounts payable during the three months ended June 30, 2023 compared to the same period in the three months ended June 30, 2022, which reflects an additional use of cash during 2022.

The net cash used in investing activities in the three months ended June 30, 2023 decreased by approximately $471,000 compared to the same period in the prior fiscal year. During the current period cash was only used to purchase approximately $39,000, as compared to cash used to purchase fixed assets which consists of approximately $491,000 for the prior year period.

The net cash provided by financing activities decreased by approximately $201,000 between periods. For the current period, the Company received approximately $1,299,000 for the sale of shares of common stock. In the same period in the prior year the Company received $1,500,000 that had been held in escrow from the convertible note they entered into in December of 2021.

Our cash position was approximately $70,000 as of June 30, 2023. Management believes that our cash on hand and working capital deficit are not sufficient to meet our current anticipated cash requirements for additional anticipated capital expenditures, operating expenses and scale-up of operations for the next twelve months.

Recent Financing Arrangements and Developments During the Period

Short-Term Debt and Lines of Credit

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 34.15% as of June 30, 2023. The line of credit is unsecured. The balance of the line of credit was $9,580 at both June 30, 2022 and March 31, 2021.

GHS Purchase Agreement

On November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS pursuant to which the Company may require GHS to purchase a maximum of up to 64,000,000 shares of NaturalShrimp Common Stock (“GHS Purchase Shares”) based on a total aggregate purchase price of up to $5,000,000 over a one-year term that ends on November 4, 2023. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree in writing to waive the aforementioned limitations for a particular purchase of GHS Purchase Shares, which waiver may not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. NaturalShrimp will control the timing and amount of any sales of GHS Purchase Shares to GHS. The Company intends to use the net proceeds from the sale of any GHS Purchase Shares for working capital and general corporate purposes.

The purchase price for the GHS Purchase Shares is 90% of the lowest volume-weighted average price during the 10 consecutive business days immediately preceding, but not including the applicable purchase date. The Company must deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for any such purchase of GHS Purchase Shares divided by the applicable purchase price per share.

If any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company may not require GHS to purchase any GHS Purchase Shares.

Further, pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the later of the Closing and the 12-month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries of shares of NaturalShrimp Common Stock or NaturalShrimp Common Stock equivalents for cash, indebtedness, or a combination of units thereof (a “Subsequent Financing”), GHS will have the right to participate in any such financing in an amount equal to 100% or, following the Merger, up to 50% of such financing, on the same terms, conditions and price otherwise provided for in such subsequent financing.

In the three months ended June 30, 2023, the Company sold 40,187,311 shares of common stock at a gross amount of approximately $1,299,000, at share prices ranging from $0.03 to $0.04.

10,000,000 Common Stock Equity Financing

GHS Purchase Agreement

If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.

January 2023 Note

On January 20, 2023, the Company entered into a secured promissory note (“January 2023 Note”) with an investor (the “Investor”). The January 2023 Note is in the aggregate principal amount of $631,968. The Note has an interest rate of 10% per annum, with a maturity date nine months from the issuance date of the Note. The Note carried an original issue discount totaling $56,868, whereby the purchase price is $575,100. All payments made by the Company under the terms in the note, including upon repayment of this Note at maturity, shall be subject to an exit fee of 15% of the portion of the outstanding balance being paid. The cash was not transferred to the Company’s bank account, but instead to the merger entity, Yotta, for a contribution to a required extension fee for the Business Combination.

April 2023 Promissory Note

On April 21, 2023, the Company entered into a $60,000 promissory note with Yotta Investment LLC (“Yotta”), with no interest to accrue on the principal balance. The promissory note is to be settled on the date of closing of the business combination contemplated by the Merger Agreement with Yotta (“Merger Agreement”). Upon the occurrence of an event of default, including the termination of the Merger Agreement, the unpaid principal balance of this note, and all other sums payable with regard to this note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Company. As discussed in Note 12, the termination was entered into subsequent to the period end.

May 2023 Promissory Note

On May 17, 2023, the Company entered into an additional $60,000 promissory note with Yotta, with no interest to accrue on the principal balance. The promissory note is to be settled on the date of closing of the business combination contemplated by the Merger Agreement with Yotta. Upon the occurrence of an event of default, including the termination of the Merger Agreement, the unpaid principal balance of this note, and all other sums payable with regard to this note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Company. As discussed in Note 12, the termination was entered into subsequent to the period end.

Secured Promissory Note

On August 17, 2022, Streeterville purchased from us the August Note. The August Note has an annual interest rate of 12% and was to mature on May 17, 2023. The August Note carried an original issue discount (“OID”) totaling $433,333 and a transaction expense amount of $10,000, both of which are included in its principal balance. At issuance the Company received $1.1 million, with $3.9 million put into escrow to be held until certain terms are met, which includes $3.4 million upon the listing of the NaturalShrimp Common Stock on the New York Stock Exchange (“NYSE”) or Nasdaq. The August Note also provided that if the Company did not effect the listing of the NaturalShrimp Common Stock by November 15, 2022, the then-current outstanding balance on the August Note increased by 10%, and that following such listing, while the August Note was still outstanding, 10 days after the Company sold any shares of NaturalShrimp Common Stock or NaturalShrimp Preferred Stock, it would have been required to make a mandatory prepayment on the August Note equal to the greater of $3.0 million or 33% of the gross proceeds of such equity sale. The August Note is secured by all of the assets of the Company. All payments made by the Company on the note, including upon repayment at maturity, is subject to an exit fee of 15% of the portion of the outstanding balance being paid.

In conjunction with the Merger Agreement, the Company entered into a Restructuring Agreement with respect to the August Note through which the August Note was amended and restated in its entirety. The Restructuring Agreement included key modifications, in which (i) the uplist terms were removed, (ii) in the event that the Closing does not occur on or before December 31, 2022, the then-current outstanding balance will be increased by 2% and will increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and (iii) the outstanding balance of the August Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain Streeterville’s consent or notify Streeterville for certain major equity related transactions. The August Note was revalued as of June 30, 2023 at approximately $2,590,000, with a change in fair value of approximately $190,000 recognized in the Statement of Operations.

We analyzed the restructured August Note under ASC 470-50 as to whether the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the present value of the cash flows under the terms of the new debt instrument was evaluated to be a substantial change, as over 10% difference from the present value of the remaining cash flows under the terms of the original instrument. As such, with the removal of the original note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $1.9 million, there was a loss in extinguishment of approximately $157,000. As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the August Note will be accounted for at fair value until it is settled. In accordance with ASC 815- 15-25-1(b), a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated for embedded derivatives. Therefore, we did not evaluate the provisions in the August Note as to whether it fell under the guidance of embedded derivatives and was required to be bifurcated.

Promissory Note — related parties

On August 10, 2022, the Company entered into a loan agreement for an aggregate of $300,000 with six related parties, which is to be considered priority debt of the Company. As of the date of this report, five of the related parties have entered into promissory notes under the loan agreement for $50,000 each, for a total of cash received of $250,000. The notes bear interest at 10% per annum and are due one year from the date of the note. For the year ended March 31, 2023, the interest expense was $22,270.

Convertible Note

We issued the Convertible Note in December 2021. The Convertible Note had an annual interest rate of 12% and matured on December 15, 2023. The Convertible Note carried an OID totaling $1.3 million and a transaction expense amount of $20,000, both of which were included in the principal balance of the Convertible Note. The Convertible Note had $2.0 million in debt issuance costs, including fees paid in cash of $1.1 million and warrants to purchase 3,000,000 shares of the Company’s common stock that we issued to the placement agents with a fair value of $940,000. The warrant fair value was estimated using the Black Scholes Model, with the following inputs: the price of the common stock of $0.32; a risk-free interest rate of 1.19%; the expected volatility of the common stock of 209.9%; the estimated remaining term; and a dividend rate of 0%. We classified the warrants as a liability, as it was not known if there would be sufficient authorized shares to be issued upon settlement, based on the conversion terms of the convertible debt.

The Company was required to obtain an effective registration statement or a supplement to any existing registration statement or prospectus with the SEC registering at least $15.0 million in shares of NaturalShrimp common stock for Streeterville’s benefit such that any redemption using shares of NaturalShrimp common stock could be done using registered shares of NaturalShrimp common stock. Additionally, the Company was required, as soon as reasonably possible following the issuance of the Convertible Note, to cause the Company’s common stock to be listed for trading on either NYSE or Nasdaq. In the event the Company did not effectuate such listing by March 1, 2022, the then-current outstanding balance would be increased by 10%. On February 7, 2022, the Company and Streeterville entered into an amendment to the SPA, which extended the date by which the Uplist must be completed to April 15, 2022. In consideration of the grant of the extension an extension fee of $249,079 was added to the principal balance, which we recognized as a financing cost. Subsequently, the date by which the listing had to be completed was further extended to June 15, 2022, and again to November 15, 2022, with no additional fee included. The Company must make a one-time payment to Streeterville equal to 15% of the gross proceeds that the Company receives from the offering expected to be effected in connection with the listing (whether from the sale of shares of its common stock and / or preferred stock) within 10 days of receiving such amount. In the event that the Company does not make this payment, the then-current outstanding balance will be increased by 10%. The Convertible Note also contains certain negative covenants and events of default. Upon the occurrence of an event of default, at its option and sole discretion, Streeterville may consider the Convertible Note immediately due and payable. Upon such an event of default, the annual interest rate on the Convertible Note will increase to 18% and the outstanding balance will increase from 5% to 15%, depending upon the specific event of default.

In accordance with the terms of the Merger Agreement, the Company and Streeterville entered into Restructuring Agreement dated as of November 4, 2022, pursuant to which the Convertible Note was amended and restated, and the Company issued to Streeterville and Amended and Restated Secured Promissory Note that amended and replaced the Convertible Note (the “Restructured Senior Note”), that: (i) eliminated the conversion feature of the Convertible Note; (ii) provides that within three trading days of the closing of the Business Combination, NaturalShrimp as the surviving entity in its merger with Merger Sub as a wholly-owned subsidiary of Yotta will pay Streeterville an amount equal to the lesser of (A) one-third of the amount (calculated prior to any deductions for any broker, underwriter, legal, accounting or other fees) retained in Yotta’s Trust Account (the “Trust Account”) at the effective time of the Business Combination or (B) $10,000,000, in order to repay a portion of the outstanding balance of the Restructured Senior Note; (iii) provide that the remaining balance of the Restructured Senior Note must be repaid in equal monthly installments over a 12-month period beginning on the second month immediately following either the closing date of the Business Combination or the termination of the Merger Agreement, but in no case later than June 30, 2024; and (iv) provides that if the closing date of the Business Combination is after December 31, 2022, the outstanding balance of all indebtedness owed by NaturalShrimp to Streeterville will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the closing of the Business Combination or the termination of the Merger Agreement.

As of June 30, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023, in the amount of approximately $2,675,000. On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement. As of August 16, 2023, Yotta has not responded to the Company’s notice of termination. As of August 16, 2023, Yotta has not responded to the Company’s notice of termination.

We analyzed the Restructured Senior Note under ASC 470-50 as to if the changes in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the conversion feature has been eliminated and therefore the Restructured Senior Note is determined to be fundamentally different from the original Convertible Note. As such, with the removal of the Convertible Note and its debt discount and accrued interest as compared to the Restructured Senior Note with a fair value of approximately $18.9 million, there was a gain in extinguishment of approximately $2.5 million. As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, we will account for the Restructured Senior Note at fair value every period end until it is settled. In accordance with ASC 815- 15-25-1(b) a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated for embedded derivatives. Therefore, we did not evaluate the provisions in the Restructured Senior Note as to whether they fell under the guidance of embedded derivatives and were required to be bifurcated. We revalued the Restructured Senior Note as of June 30, 2023 at approximately $21,870,000, with a change in fair value of approximately $580,000 recognized in the Company’s Statement of Operations.

Series E Preferred Stock and Warrant

On November 22, 2021, we sold to an accredited investor 1,500 shares of Series E Preferred at a price of $1,000 per share and a warrant to purchase up to 1,500,000 shares of NaturalShrimp common stock at an exercise price of $0.75 per share, subject to adjustment as set forth therein, for an aggregate purchase price of $1.5 million. We received approximately $1.4 million in net proceeds after deducting the commission of Joseph Gunnar & Co., LLC (the placement agent) and other estimated offering expenses payable by the Company. We issued warrants to purchase 334,116 shares of our common stock to the placement agent as placement agent fees.

Share Exchange Agreement and Redemption

On April 14, 2021 the Company, entered into a share exchange agreement (the “Exchange Agreement”) with a holder of the Company’s Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), whereby, at the closing of the Offering, the Holder agreed to exchange an aggregate of 3,600 shares of the Series D Preferred Stock into 3,739.63 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 (the “Series E Preferred Stock”). The exchange was completed on April 15, 2021. In accordance with ASC 260-10-S99-2, exchanges of preferred stock that are considered to be extinguishments are to be accounted for as a redemption. Therefore, the difference between the fair value of the Series E Preferred Stock transferred to the holder of the Series D Preferred Stock and the carrying amount of the Series D Preferred Stock immediately prior to the exchange, which was $3,258,189, was accounted for in a manner similar to a dividend.

On June 16, 2022, one of the holders of the Series E Convertible Preferred Stock chose to exercise their right, pursuant to the Certificate of Designation relating to the Series E Convertible Preferred Stock, to receive the rights extended to the convertible noteholder of 90% multiplied by the average of the two lowest volume weighted average price per share of the Company’s common stock during the 10 trading days immediately preceding the date of conversion. As the exercise of the conversion price adjustment was similar to a down round, and the Company has not yet adopted ASU 2020-06, the accounting treatment of ASU 2017-11 was applied, whereby the adjustment was treated as a contingent beneficial conversion feature recognized as of the triggering date. As of June 16, 2022, this holder held 940 shares of the Series E Preferred Stock. 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 as compared to the conversion price, determined there was a $99,000 beneficial conversion feature to recognize, which was fully amortized as there is no remaining redemption date to their Series E Preferred Stock. The additional rights of the convertible note that were applied include the 10% increase in the outstanding balance if an uplist to a national exchange was not consummated by the Company by March 1, 2022, for an increase of 130 shares of Series E Preferred Stock with a stated value of $156,000, as well as an exit fee of 15% to be recognized upon conversions of the shares of Series E Preferred Stock into shares of common stock. On May 1, 2023, the holder converted 600 Series E Preferred Stock into 23,989,570 shares of common stock. The conversion represented their remaining Series E Preferred Stock, including the 10% increase, accrued dividends in kind of $516,000 and the 15% Exit Fee of $108,000.

As of June 30, 2023 there were 1,500 shares of Series E Preferred Stock remaining outstanding.

On November 5, 2022, the Company entered a restructuring agreement with the holders of the Series E Preferred Stock whereby the Series E Preferred Stock and the warrants outstanding, including all holders of the warrants (in Note 13 in the consolidated financial statement footnotes) as of the closing date of the Business Combination will have their terms adjusted. The outstanding warrants will be (i) cancelled in exchange for a cash payment equal to the fair value of the warrants based on the Black Scholes model, with the exercise price to be adjusted to equal 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately prior to the closing date of the Business Combination (the “Adjusted Exercise Price”) or (ii) as of the effective time of the Business Combination, canceled and treated as if exercised for that number of shares of the Company’s common stock calculated using the Black Scholes model fair value, the number of shares of common stock underlying the warrants on the closing date of the Business Combination and the Adjusted Exercise Price, with the shares of the Company’s common stock that would have been due to the holder as a result of such exercise of the warrant treated as if issued to the holder and then converted into the right to receive (A) the Closing Per Share Merger Consideration (as defined in the Merger Agreement) plus (B) the Additional Per Share Merger Consideration (as defined in the Merger Agreement), if any, at the time and subject to the contingencies set forth in the Merger Agreement. The shares of Series E Preferred Stock that are outstanding immediately prior to the effective time of the Business Combination will be canceled and treated as if converted into that number of shares of the Company’s common stock equal to (i) the stated value of $1,200 per share plus any unpaid dividends, multiplied by 1.25, divided by (ii) 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately prior to the closing date of the Business Combination. The shares of the Company’s common stock that would have been due to the holder as a result of the conversion of such shares of Series E Convertible Preferred Stock will be treated as issued to holder and converted, as of the effective time of the Business Combination, into the right to receive (y) the Closing Per Share Merger Consideration plus (z) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in the Merger Agreement.

Waiver

On April 14, 2021, NaturalShrimp entered into a securities purchase agreement with GHS to sell to GHS: (i) 9,090,909 shares of NaturalShrimp common stock at a price per share of $0.55; (ii) warrants to purchase up to 10,000,000 shares of NaturalShrimp common stock, at an exercise price of $0.75 per share; and (iii) 1,000,000 shares of NaturalShrimp common stock with a value (although no purchase price will be paid) of $0.65 per share, pursuant to which, until April 14, 2022, GHS had a right to participate in any subsequent financing that we conducted.

On November 22, 2021, NaturalShrimp and GHS entered into a waiver whereby GHS agreed to waive its right to participate in the above-described offering and to participate in a possible debt financing. GHS also agreed to waive its right, pursuant to the Certificate of Designation for the Series E Preferred Stock, to exchange its shares of Series E Preferred Stock for securities issued in the debt financing, if the Company enters into such financing.

In consideration for GHS entering into the waiver, we lowered the exercise price of the warrants we had previously issued to GHS to $0.35 per share and issued to GHS warrants to purchase 3,739,000 shares of NaturalShrimp Common Stock at an exercise price of $0.75 per share.

Going Concern and Management Liquidity Plans

The consolidated financial statements have been prepared assuming that it will continue as a going concern. For the three months ended June 30, 2023, the Company had a net loss available for common stockholders of approximately $2,703,000. As of June 30, 2023, the Company had an accumulated deficit of approximately $170,237,000 and a working capital deficit of approximately $8,781,000. 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, 2023, the Company received net cash proceeds of approximately $1,299,000 from the sale of common shares. Subsequent to period end, the Company received $140,000 proceeds from the issuance of promissory notes, related parties.

The Company’s consolidated financial statements included in this report 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 stockholders could be reduced, and such securities might have rights, preferences, or privileges senior to the rights, preferences, and privileges of the NaturalShrimp 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.

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. 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 $2.5 million to cover all of our capital and 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, 2023 and 2022. 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 warrant liabilities and fair value option on Restructured notes, 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 unaudited condensed 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, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 868,264,000 underlying common shares, 1,500 of Series E Redeemable Convertible Preferred shares whose approximately 5,143,000 underlying shares are convertible at the investors’ option at a fixed conversion price of $0.35, 750,000 shares of Series F Preferred Stock which would be converted at the holders’ option into approximately 208,383,000 underlying common shares, and 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive. For the three months ended June 30, 2022, the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 740,711,000 underlying common shares, 1,500 of Series E Redeemable Convertible Preferred shares whose approximately 5,143,000 underlying shares are convertible at the investors’ option at a fixed conversion price of $0.35, and 640 of Series E Redeemable Convertible Preferred shares whose approximately 7,676,000 underlying shares are convertible at the investors’ option at conversion price of 90% of the average of the two lowest market prices over the last 10 days, 750,000 shares of Series F Preferred Stock which would be converted at the holders’ option into approximately 177,771,000 underlying common shares, approximately $18,768,000 in a convertible debenture whose approximately 164,177,000 underlying shares are convertible at the holders’ option at conversion price of 90% of the average of the two lowest market prices over the last 10 days and 18,506,429 warrants outstanding 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

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, and, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors. Additionally, the Company will sell or rent either the Hydrenesis Technologies or Equipment.

To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company, which includes a required line of credit approval process, (2) identify the performance obligations in the contract, which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the Company satisfies a performance obligation, which is when the Company transfers control of the goods to the customers by shipment or delivery of the products.

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, 2023.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

During the period ending June 30, 2023, 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 maintain a system of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report.

Based upon that evaluation , our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of June 30, 2023.

Management’s evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2023, and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:

●	Inadequate segregation of duties consistent with control objectives;
●	Lack of independent Board of Directors (as of the balance sheet date) and absence of Audit Committee to exercise oversight responsibility related to financial reporting and internal control;
●	Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and
●	Lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives.

Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures 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.

Remediation Plan

Management continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions planned include:

	●	Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;
	●	Establish an independent Board of Directors (which we expect to establish in our fourth fiscal quarter that will end on March 31, 2023) and an Audit Committee to provide oversight for remediation efforts and ongoing guidance regarding accounting, financial reporting, overall risks and the internal control environment;
	●	Retain additional accounting personnel with public company financial reporting, technical accounting, SEC compliance, and strategic financial advisory experience to achieve adequate segregation of duties; and
	●	Continue to develop formal policies and procedures on accounting and internal control over financial reporting and monitor the effectiveness of existing controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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. The Company has resolved all outstanding litigation involving the Company and there are no suits or cases pending in which the Company is a party.

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, 2023. 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, 2023, filed with SEC on June 27, 2023.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

There were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2023 that were not previously reported in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K except as follows:

On May 1, 2023, GHS converted 600 shares of Series E Preferred Stock into 23,989,570 shares of common stock.

Pursuant to the settlement of a lawsuit filed by Gary Shover, a shareholder of NSH, in the three months ended June 30, 2023, 863,110 shares of common stock, with a fair value of $272,743, were issued out of the Stock Payable. All of the shares issued pursuant to the December 6, 2021 final Order were issued in reliance on the exemption under Section 3(a)(10) of the Securities Act.

On June 19, 2023, 100,000 shares of common stock were issued to a consultant. The shares had a fair value of $4,700, based on the market price of $0.047 on the grant date.

Unless otherwise specified, the above securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. The issuance of the shares to the consultant qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering. The offering was not a “public offering” as defined in 4(a)(2) due to the insubstantial number of persons involved in the transactions, manner of the issuance and number of securities issued. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(a)(2) since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering”. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date/Period End Date
10.1	Equity Financing Agreement dated April 28, 2023 by and between NaturalShrimp Incorporated and GHS Investments, LLC	8-K	10.1	5/10/2023
10.2	Registration Rights Agreement dated April 28, 2023 by and between NaturalShrimp Incorporated and GHS Investments, LLC	8-K	10.2	5/10/2023
10.3#	Purchase Agreement, dated as of May 9, 2023, by and between NaturalShrimp Incorporated and GHS Investments LLC	8-K	10.3	5/10/2023
10.4	Licensing Agreement dated May 24, 2023 by and between Niterra Co., Ltd. and NaturalShrimp Incorporated	8-K	10.1	6/8/2023
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1**	Section 1350 Certification of Chief Executive Officer.
32.2**	Section 1350 Certification of Chief Financial Officer.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATURALSHRIMP INCORPORATED

By:	/s/ Gerald Easterling
	Gerald Easterling
	Chief Executive Officer
	(Principal Executive Officer)
	Date: August 18, 2023

By:	/s/ William Delgado
	William Delgado
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
	Date: August 18, 2023

Exhibit 31.1

NATURALSHRIMP INCORPORATED

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald Easterling, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of NaturalShrimp Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Gerald Easterling
	Gerald Easterling
	Chief Executive Officer
	(Principal Executive Officer)
	Date: August 18, 2023

Exhibit 31.2

NATURALSHRIMP INCORPORATED

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William Delgado, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of NaturalShrimp Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ William Delgado
	William Delgado
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
	Date: August 18, 2023

Exhibit 32.1

NATURALSHRIMP INCORPORATED

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of NaturalShrimp Incorporated (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

By:	/s/ Gerald Easterling
	Gerald Easterling
	Chief Executive Officer
	(Principal Executive Officer)
	Date: August 18, 2023

Exhibit 32.2

NATURALSHRIMP INCORPORATED

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

By:	/s/ William Delgado
	William Delgado
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
	Date: August 18, 2023

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--03-31
Entity File Number	000-54030
Entity Registrant Name	NATURALSHRIMP INCORPORATED
Entity Central Index Key	0001465470
Entity Tax Identification Number	74-3262176
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5501 LBJ Freeway
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	(888)
Local Phone Number	791-9474
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		880,401,536

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Current assets
Cash	$ 69,771	$ 216,465
Accounts receivable	36,329	17,325
Inventory	46,657	25,725
Prepaid expenses	254,131	286,593
Deferred offering costs	1,391,766	1,336,263
Total current assets	1,798,654	1,882,371
Fixed assets, net	14,634,999	15,043,715
Other assets
Construction-in-process	25,130	25,130
Patents, net	6,171,000	6,268,500
License Agreement, net	8,872,376	9,142,376
Right of Use asset	183,950	204,243
Deposits	20,633	20,633
Total other assets	15,273,089	15,660,882
Total assets	31,706,742	32,586,968
Current liabilities
Accounts payable	3,545,400	3,510,206
Short-term Note and Lines of credit	19,817	19,817
Restructured August note payable	2,590,000	2,400,000
Dividends payable	360,072	579,248
Warrant liability	305,000	355,000
Lease Liability, current	87,804	87,804
Total current liabilities	10,579,743	11,221,783
Restructured Senior note payable	21,870,000	21,290,000
Note payable, less current maturities		23,604
Lease Liability, non-current	106,208	125,189
Total liabilities	32,555,951	32,660,576
Commitments and contingencies (Note 11)
Stockholders’ deficit
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2023 and March 31, 2023	500	500
Common stock, $0.0001 par value, 900,000,000 shares authorized, 868,263,739 and 803,123,748 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively	86,891	80,377
Additional paid in capital	123,554,174	121,156,733
Stock to be issued	390,024	662,767
Subscription receivable	(56,250)	(56,250)
Accumulated deficit	(170,236,548)	(167,533,292)
Total stockholders’ deficit	(46,261,209)	(45,689,165)
Total liabilities, mezzanine and stockholders’ deficit	31,706,742	32,586,968
Series E Redeemable Convertible Preferred Stock [Member]
Current liabilities
Temporary equity, value	1,800,000	2,003,557
Series F Redeemable Convertible Preferred Stock [Member]
Current liabilities
Temporary equity, value	43,612,000	43,612,000
Nonrelated Party [Member]
Current liabilities
Accrued interest	15,753	923,387
Accrued expenses	1,326,993	1,314,961
Notes payable	790,704	671,100
Related Party [Member]
Current liabilities
Accrued interest	225,792	219,542
Accrued expenses	571,996	400,306
Notes payable	$ 740,412	$ 740,412

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Mar. 31, 2023
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	868,263,739	803,123,748
Common stock, shares outstanding	868,263,739	803,123,748
Series E Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	20,000	20,000
Redeemable convertible preferred stock, shares issued	1,500	1,670
Redeemable convertible preferred stock, shares outstanding	1,500	1,670
Series F Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	750,000	750,000
Redeemable convertible preferred stock, shares issued	750,000	750,000
Redeemable convertible preferred stock, shares outstanding	750,000	750,000
Series A Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	5,000,000	5,000,000
Convertible preferred stock, shares issued	5,000,000	5,000,000
Convertible preferred stock, shares outstanding	5,000,000	5,000,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Sales	$ 205,872	$ 36,336
Cost of sales	49,741
Net revenue	156,131	36,336
Operating expenses:
General and administrative	1,298,451	1,326,032
Research and development		172,643
Facility operations	358,258	531,736
Depreciation	434,809	525,229
Amortization	367,500	367,500
Total operating expenses	2,459,018	2,923,140
Net loss from operations	(2,302,887)	(2,886,804)
Other income (expense):
Amortization of debt discount		(2,040,000)
Change in fair value of derivative liability		1,314,000
Change in fair value of warrant liability	50,000	1,915,000
Change in fair value of restructured notes	137,634
Extension fee	(180,000)
Gain on sale of machinery and equipment	5,785
Total other income, net	4,456	686,628
Loss before income taxes	(2,298,431)	(2,200,176)
Provision for income taxes
Net loss	(2,298,431)	(2,200,176)
Amortization of beneficial conversion feature on Preferred shares		(141,500)
Accretion on Preferred shares		(278,500)
Dividends	(404,825)	(102,227)
Net loss available for common stockholders	$ (2,703,256)	$ (2,722,403)
Loss per share (Basic)	$ (0.00)	$ (0.00)
Loss per share (Diluted)	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic)	839,745,626	665,999,390
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted)	839,745,626	665,999,390
Nonrelated Party [Member]
Other income (expense):
Interest expense - related parties	$ (2,713)	$ (502,372)
Related Party [Member]
Other income (expense):
Interest expense - related parties	$ (6,250)

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock To Be Issued [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balance, at Mar. 31, 2022	$ 500	$ 67,500	$ 96,701,607	$ 20,132,650		$ (150,036,023)	$ (33,133,765)
Balance, shares at Mar. 31, 2022	5,000,000	674,644,124
Common stock issued for legal settlement to NSH shareholders		$ 6,112	19,311,486	(19,317,598)
Common stock issued for legal settlement to NSH shareholders, shares		61,154,136
Conversion of Series E PS to common stock		$ 454	839,546				840,000
Conversion of Series E PS to common stock, shares		4,537,240
Dividends payable on Preferred Shares						(102,227)	(102,227)
Net loss						(2,200,176)	(2,200,176)
Contingent beneficial conversion feature related to the Series E Preferred Shares, fully amortized			99,000			(99,000)
Amortization of beneficial conversion feature related to Series E Preferred Shares						(42,500)	(42,500)
Accretion of Series E Preferred Shares						(278,500)	(278,500)
Common stock issued in business agreement, to be paid from revenue earned		$ 25	56,225		(56,250)
Common stock issued in business agreement, to be paid from revenue earned, shares		250,000
Common stock vested to consultants		$ 6	24,369				24,375
Balance, at Jun. 30, 2022	$ 500	$ 74,097	117,032,233	815,052	(56,250)	(152,758,426)	(34,892,793)
Balance, shares at Jun. 30, 2022	5,000,000	740,585,500
Balance, at Mar. 31, 2023	$ 500	$ 80,377	121,156,733	662,767	(56,250)	(167,533,292)	(45,689,165)
Balance, shares at Mar. 31, 2023	5,000,000	803,123,748
Common stock issued for legal settlement to NSH shareholders		$ 86	272,657	(272,743)
Common stock issued for legal settlement to NSH shareholders, shares		863,110
Issuance of common shares under financing agreement		$ 4,019	1,294,493				1,298,512
Issuance of common shares under financing agreement, shares		40,187,311
Conversion of Series E PS to common stock		$ 2,399	825,601			(350,825)	477,175
Conversion of Series E PS to common stock, shares		23,989,570
Dividends payable on Preferred Shares						(54,000)	(54,000)
Common stock issued to consultants		$ 10	4,690				4,700
Common stock issued to consultants, shares		100,000
Net loss						(2,298,431)	(2,298,431)
Balance, at Jun. 30, 2023	$ 500	$ 86,891	$ 123,554,174	$ 390,024	$ (56,250)	$ (170,236,548)	$ (46,261,209)
Balance, shares at Jun. 30, 2023	5,000,000	868,263,739

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,298,431)	$ (2,200,176)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	434,809	525,229
Amortization expense	367,500	367,500
Amortization of debt discount		2,040,000
Change in fair value of derivative liability		(1,314,000)
Change in fair value of warrant liability	(50,000)	(1,915,000)	$ (3,568,000)
Change in fair value of promissory notes	(137,634)
Financing costs	120,000
Gain on sale of machinery and equipment	(5,785)
Shares issued for services	4,700	24,375
Amortization of operating lease right-of-use assets	20,293
Changes in operating assets and liabilities:
Accounts receivable	(19,004)	(24,132)
Inventory	(20,932)	(35,368)
Prepaid expenses and other current assets	32,462	(481,750)
Deferred offering costs	(55,503)
Accounts payable	35,636	450,606
Other accrued expenses	12,032	11,140
Accrued expenses - related parties	171,690
Accrued interest		488,797
Accrued interest - related parties	6,250	8,275
Operating lease liabilities	(18,981)
Cash used in operating activities	(1,400,898)	(2,054,504)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for fixed assets	(39,308)	(491,112)
Cash received for sale of machinery and equipment	19,000
Cash used in investing activities	(20,308)	(491,112)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of notes payable	(24,000)	(24,000)
Proceeds from sale of stock	1,298,512
Proceeds from convertible debentures, receipt from escrow		1,500,000
Cash provided by financing activities	1,274,512	1,476,000
NET CHANGE IN CASH	(146,694)	(1,069,616)
CASH AT BEGINNING OF PERIOD	216,465	1,734,040	1,734,040
CASH AT END OF PERIOD	69,771	664,424	$ 216,465
INTEREST PAID	616	5,300
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Construction in process transferred to fixed assets		1,040,617
Shares issued upon conversion of Preferred stock	828,000	840,000
Dividends on Series E Preferred stock	404,825
Dividends in kind issued	516,000
Shares issued/to be issued, for legal settlement	$ 272,743

NATURE OF THE ORGANIZATION AND BUSINESS

3 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF THE ORGANIZATION AND BUSINESS

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

Nature of the Business

Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Consolidation

Use of Estimates

Basic and Diluted Earnings/Loss per Common Share

Fair Value Measurements

The Company did not have any Level 1 or Level 2 assets and liabilities at June 30, 2023 and March 31, 2023.

The warrant liabilities and fair value option on Restructured notes, are Level 3 fair value measurements.

The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023:

Warrant liability

	June 30, 2023			March 31, 2023
	(unaudited)
Warrant liability balance at beginning of period	$	355,000		$	3,923,000
Change in fair value		(50,000	)		(3,568,000	)
Balance at end of period	$	305,000		$	355,000

Restructured August and Senior Notes Payable

	June 30, 2023			March 31, 2023
Restructured notes payable fair value at beginning of period	$	23,690,000		$	-
Reclass of accrued interest		907,634			-
Fair value of restructured notes payable upon Restructuring Agreement		-			20,847,867
Change in fair value		(137,634	)		2,842,133
Restructured notes payable fair value at end of period	$	24,460,000		$	23,690,000

Financial Instruments

Cash and Cash Equivalents

Concentration of Credit Risk

Fixed Assets

Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES

Buildings		39 years
Machinery and Equipment		7 – 10 years
Vehicles		10 years
Furniture and Fixtures		3 – 10 years

Stock-Based Compensation

Intangible Assets

License agreements

Impairment of Long-lived Assets

Commitments and Contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Revenue Recognition

SCHEDULE OF REVENUE RECOGNITION

	June 30, 2023		June 30, 2022
	Three months ended
	June 30, 2023		June 30, 2022

Shrimp sales	$	55,872	$	36,336
Technology and equipment services		150,000		—
Total revenues	$	205,872	$	36,336

Recently Issued Accounting Standards

Management’s Evaluation of Subsequent Events

FIXED ASSETS

3 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

FIXED ASSETS

NOTE 3 – FIXED ASSETS

A summary of the fixed assets as of June 30, 2023 and March 31, 2023 is as follows:

SCHEDULE OF FIXED ASSETS

	June 30, 2023			March 31, 2023
	(unaudited)
Land	$	324,293		$	324,293
Buildings		5,509,918			5,495,150
Machinery and equipment		12,297,284			12,293,112
Autos and trucks		307,227			307,227
Fixed assets,gross		18,438,722			18,419,782
Accumulated depreciation		(3,803,723	)		(3,376,067	)
Fixed assets, net	$	14,634,999		$	15,043,715

The unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $435,000 and $525,000 for the three months ended June 30, 2023 and 2022, respectively.

SHORT-TERM NOTE AND LINES OF CREDIT

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

SHORT-TERM NOTE AND LINES OF CREDIT

NOTE 4 – SHORT-TERM NOTE AND LINES OF CREDIT

NOTES PAYABLE

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 5 –NOTES PAYABLE

January 2023 Note

April 2023 Promissory Note

May 2023 Promissory Note

Ms. Williams Promissory Note

RESTRUCTURED AUGUST NOTE PAYABLE

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

RESTRUCTURED AUGUST NOTE PAYABLE

NOTE 6 – RESTRUCTURED AUGUST NOTE PAYABLE

RESTRUCTURED SENIOR NOTE PAYABLE

3 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

RESTRUCTURED SENIOR NOTE PAYABLE

NOTE 7 – RESTRUCTURED SENIOR NOTE PAYABLE

December 15, 2021 Debenture

STOCKHOLDERS’ EQUITY

3 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

Series E Preferred Stock

GHS 2022 Purchase Agreement

If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.

In the three months ended June 30, 2023, the Company sold 40,187,311 shares of common stock at a gross amount of approximately $1,299,000, at share prices ranging from $0.03 to $0.04.

In the year ended March 31, 2023, the Company sold 52,018,294 shares of common stock at a net amount of approximately $3,076,000, at share prices ranging from $0.04 to $0.10.

10,000,000 Common Stock Equity Financing

GHS Purchase Agreement

If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice.

Common Shares Issued to Consultant

On June 19, 2023, 100,000 shares of common stock were issued to a consultant. The shares had a fair value of $4,700, based on the market price of $0.047 on the grant date.

Options and Warrants

The Company has not granted any options since inception.

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Bonus Compensation – Related Party

Promissory Note

NaturalShrimp Holdings, Inc.

Shareholder Notes

Shareholders

LEASE

3 Months Ended

Jun. 30, 2023

Lease

LEASE

NOTE 10 – LEASE

The following is a schedule of maturities of lease liabilities as of June 30, 2023:


2024	$	65,856
2025		87,808
2026		54,709
Total future minimum lease payments		208,373
Less: imputed interest		14,361
Total	$	194,012

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 – 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”).

Merger Agreement

SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Consolidation

Consolidation

Use of Estimates

Use of Estimates

Basic and Diluted Earnings/Loss per Common Share

Basic and Diluted Earnings/Loss per Common Share

Fair Value Measurements

Fair Value Measurements

The Company did not have any Level 1 or Level 2 assets and liabilities at June 30, 2023 and March 31, 2023.

The warrant liabilities and fair value option on Restructured notes, are Level 3 fair value measurements.

The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023:

Warrant liability

	June 30, 2023			March 31, 2023
	(unaudited)
Warrant liability balance at beginning of period	$	355,000		$	3,923,000
Change in fair value		(50,000	)		(3,568,000	)
Balance at end of period	$	305,000		$	355,000

Restructured August and Senior Notes Payable

	June 30, 2023			March 31, 2023
Restructured notes payable fair value at beginning of period	$	23,690,000		$	-
Reclass of accrued interest		907,634			-
Fair value of restructured notes payable upon Restructuring Agreement		-			20,847,867
Change in fair value		(137,634	)		2,842,133
Restructured notes payable fair value at end of period	$	24,460,000		$	23,690,000

Financial Instruments

Financial Instruments

Cash and Cash Equivalents

Cash and Cash Equivalents

Concentration of Credit Risk

Concentration of Credit Risk

Fixed Assets

Fixed Assets

Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES

Buildings		39 years
Machinery and Equipment		7 – 10 years
Vehicles		10 years
Furniture and Fixtures		3 – 10 years

Stock-Based Compensation

Stock-Based Compensation

Intangible Assets

Intangible Assets

License agreements

License agreements

Impairment of Long-lived Assets

Impairment of Long-lived Assets

Commitments and Contingencies

Commitments and Contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Revenue Recognition

Revenue Recognition

SCHEDULE OF REVENUE RECOGNITION

	June 30, 2023		June 30, 2022
	Three months ended
	June 30, 2023		June 30, 2022

Shrimp sales	$	55,872	$	36,336
Technology and equipment services		150,000		—
Total revenues	$	205,872	$	36,336

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Management’s Evaluation of Subsequent Events

Management’s Evaluation of Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2023

Class of Warrant or Right [Line Items]

SCHEDULE OF ESTIMATED USEFUL LIVES

Buildings		39 years
Machinery and Equipment		7 – 10 years
Vehicles		10 years
Furniture and Fixtures		3 – 10 years

SCHEDULE OF REVENUE RECOGNITION

	June 30, 2023		June 30, 2022
	Three months ended
	June 30, 2023		June 30, 2022

Shrimp sales	$	55,872	$	36,336
Technology and equipment services		150,000		—
Total revenues	$	205,872	$	36,336

Promissory Note [Member]

Class of Warrant or Right [Line Items]

SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE

Restructured August and Senior Notes Payable

	June 30, 2023			March 31, 2023
Restructured notes payable fair value at beginning of period	$	23,690,000		$	-
Reclass of accrued interest		907,634			-
Fair value of restructured notes payable upon Restructuring Agreement		-			20,847,867
Change in fair value		(137,634	)		2,842,133
Restructured notes payable fair value at end of period	$	24,460,000		$	23,690,000

Warrants [Member]

Class of Warrant or Right [Line Items]

SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE

The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023:

Warrant liability

	June 30, 2023			March 31, 2023
	(unaudited)
Warrant liability balance at beginning of period	$	355,000		$	3,923,000
Change in fair value		(50,000	)		(3,568,000	)
Balance at end of period	$	305,000		$	355,000

FIXED ASSETS (Tables)

3 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF FIXED ASSETS

A summary of the fixed assets as of June 30, 2023 and March 31, 2023 is as follows:

SCHEDULE OF FIXED ASSETS

	June 30, 2023			March 31, 2023
	(unaudited)
Land	$	324,293		$	324,293
Buildings		5,509,918			5,495,150
Machinery and equipment		12,297,284			12,293,112
Autos and trucks		307,227			307,227
Fixed assets,gross		18,438,722			18,419,782
Accumulated depreciation		(3,803,723	)		(3,376,067	)
Fixed assets, net	$	14,634,999		$	15,043,715

LEASE (Tables)

3 Months Ended

Jun. 30, 2023

Lease

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

The following is a schedule of maturities of lease liabilities as of June 30, 2023:


2024	$	65,856
2025		87,808
2026		54,709
Total future minimum lease payments		208,373
Less: imputed interest		14,361
Total	$	194,012

NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss from operation	$ 2,703,256	$ 2,722,403
Accumulated deficit	170,236,548		$ 167,533,292
Working capital deficit	8,781,000
Sale of stock consideration	1,299,000
Proceeds from issuance of notes	$ 140,000

SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
Accounting Policies [Abstract]
Warrant liability, beginning	$ 355,000	$ 3,923,000	$ 3,923,000
Change in fair value	(50,000)	$ (1,915,000)	(3,568,000)
Warrant liability, beginning	$ 305,000		$ 355,000

SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Accounting Policies [Abstract]
Promissory Notes fair value at beginning of period	$ 23,690,000
Reclass of accrued interest	907,634
Fair value of Promissory Note upon Restructuring Agreement		20,847,867
Change in fair value	(137,634)	2,842,133
Promissory Notes fair value at ending of period	$ 24,460,000	$ 23,690,000

SCHEDULE OF ESTIMATED USEFUL LIVES (Details)	Jun. 30, 2023
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	39 years
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years

SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($)	3 Months Ended
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Product Information [Line Items]
Total revenues	$ 205,872	$ 36,336
Shrimp Sales [Member]
Product Information [Line Items]
Total revenues	55,872	36,336
Technology And Equipment [Member]
Product Information [Line Items]
Total revenues	$ 150,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)			3 Months Ended
	May 21, 2023 USD ($)	Nov. 04, 2022	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Jan. 01, 2016
Property, Plant and Equipment [Line Items]
Class of Warrant or Right, Outstanding			18,573,116	18,506,429
Interest rate, description		The fair value for both periods is based on the maturity dates, the interest of 12%, the 15% exit fee, the 2% appreciation fee for an estimated period, and a 40% present value factor.
Interest rate		12.00%				2.00%
Exit fee rate		15.00%
Cash, FDIC Insured Amount \| $			$ 250,000
Initial payment \| $			54,647		$ 54,647
Service fee \| $	$ 25,000
Related Party [Member]
Property, Plant and Equipment [Line Items]
Initial payment \| $	150,000
Hydrenesis Technology And Equipment [Member]
Property, Plant and Equipment [Line Items]
Costs and Expenses, Related Party \| $	$ 300,000
Patents [Member]
Property, Plant and Equipment [Line Items]
Amortization of intangible assets \| $			97,500	$ 97,500
License Right [Member]
Property, Plant and Equipment [Line Items]
Amortization of intangible assets \| $			$ 270,000	$ 270,000
Measurement Input, Share Price [Member]
Property, Plant and Equipment [Line Items]
Warrants, measurement input \| $ / shares			0.05		0.05
Measurement Input, Risk Free Interest Rate [Member]
Property, Plant and Equipment [Line Items]
Warrants, measurement input					3.81
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Warrants, measurement input			3.89
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Derivative liability, measurement input			4.49
Measurement Input, Price Volatility [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Warrants, measurement input			108.4		113.6
Measurement Input, Price Volatility [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Warrants, measurement input			121.5		121.0
Series A Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Antidilutive securities			5,000,000	5,000,000
Debt conversion converted, shares			868,264,000	740,711,000
Series E Redeemable Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Antidilutive securities			1,500	1,500
Debt conversion converted, shares			5,143,000	5,143,000
Fixed coversion price \| $ / shares			$ 0.35	$ 0.35
Series F Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Antidilutive securities			750,000	750,000
Debt conversion converted, shares			208,383,000	177,771,000
Series E Redeemable Convertible Preferred Stock One [Member]
Property, Plant and Equipment [Line Items]
Antidilutive securities				640
Debt conversion converted, shares				7,676,000
Debt Conversion, Converted Instrument, Rate				90.00%
Redeemable Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Debt conversion converted, shares				164,177,000
Debt Conversion, Converted Instrument, Rate				90.00%
Debt Conversion, Converted Instrument, Amount \| $				$ 18,768,000

SCHEDULE OF FIXED ASSETS (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Land	$ 324,293	$ 324,293
Buildings	5,509,918	5,495,150
Machinery and equipment	12,297,284	12,293,112
Autos and trucks	307,227	307,227
Fixed assets,gross	18,438,722	18,419,782
Accumulated depreciation	(3,803,723)	(3,376,067)
Fixed assets, net	$ 14,634,999	$ 15,043,715

FIXED ASSETS (Details Narrative) - USD ($)	3 Months Ended
FIXED ASSETS (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 434,809	$ 525,229

SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Capital One Bank [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 50,000
Description of line of credit	The line of credit bears an interest rate of prime plus 25.9 basis points
Line of credit, interest rate	34.15%
Line of credit	$ 9,580	$ 9,580
Chase Bank [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 25,000
Description of line of credit	The line of credit bears an interest rate of prime plus 10 basis points
Line of credit, interest rate	18.25%
Line of credit	$ 10,237	$ 10,237

NOTES PAYABLE (Details Narrative) - USD ($)	Jan. 20, 2023	Jul. 15, 2020	Jun. 30, 2023	May 17, 2023	Apr. 21, 2023	Mar. 31, 2023	Nov. 04, 2022	Aug. 17, 2022	Jan. 01, 2016
Short-Term Debt [Line Items]
Debt instrument, interest rate							12.00%		2.00%
Exit fee percent							15.00%
Williams [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Principal of promissory note		$ 383,604
Debt instrument periodic payment		$ 8,000
Note payable, less current maturities			$ 95,604			$ 119,604
Note payable			$ 96,000			$ 96,000
Commercial Paper [Member] \| Yotta Investment LLC [Member]
Short-Term Debt [Line Items]
Principal of promissory note				$ 60,000	$ 60,000
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Principal of promissory note	$ 631,968
Debt instrument, interest rate	10.00%
Debt discount	$ 56,868
Cash received from debt instrument	$ 575,100
Exit fee percent	15.00%							15.00%

RESTRUCTURED AUGUST NOTE PAYABLE (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Aug. 17, 2022	Aug. 17, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Jan. 20, 2023	Nov. 04, 2022	Dec. 15, 2021	Jan. 01, 2016
Short-Term Debt [Line Items]
Debt instrument interest rate percentage							12.00%		2.00%
Proceeds from debt			$ 140,000
Exit fee percent							15.00%
Description for uplisted term and trigger Events			In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructured August Note decreased the principal to $1,748,667, less an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”)
Revalued debt amount			$ 2,590,000		$ 2,400,000
Change in fair value of restructed debt			137,634
Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument face amount			272,000
Restructured August Note [Member]
Short-Term Debt [Line Items]
Debt discount and accrued interest			1,933,000
Loss in extinguishment			157,000
Revalued debt amount			2,590,000		2,400,000
Change in fair value of restructed debt			190,000		$ 467,000
Revalued debt amount			$ 203,000
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument face amount						$ 631,968
Debt instrument interest rate percentage						10.00%
Debt instrument unamortized discount						$ 56,868
Proceeds from debt		$ 1,100,000
Escrow deposit	$ 3,900,000	3,900,000
Debt instrument, fair value	$ 3,400,000	$ 3,400,000
Exit fee percent	15.00%	15.00%				15.00%
Debt instrument, redemption, percentage		15.00%
Debt instrument outstanding face amount	$ 816,500	$ 816,500
Increase in outstanding balance, percentage	10.00%	10.00%
Debt instrument, payment terms		Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $3,000,000 or thirty-three percent of the gross proceeds of the equity sale
Payments for debt		$ 3,000,000
Securities Purchase Agreement [Member] \| December 15, 2021 Debenture [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage	12.00%	12.00%						12.00%
Securities Purchase Agreement [Member] \| December 15, 2021 Debenture [Member]
Short-Term Debt [Line Items]
Debt instrument face amount	$ 5,433,333	$ 5,433,333						$ 16,320,000
Debt instrument unamortized discount	433,333	$ 433,333
Debt instrument transaction expense	$ 10,000

RESTRUCTURED SENIOR NOTE PAYABLE (Details Narrative)				3 Months Ended		12 Months Ended
RESTRUCTURED SENIOR NOTE PAYABLE (Details Narrative)	Nov. 04, 2022 USD ($)	Aug. 17, 2022 USD ($)	Dec. 15, 2021 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jun. 19, 2023 $ / shares	Jan. 20, 2023 USD ($)	Jan. 01, 2016
Short-Term Debt [Line Items]
Debt instrument interest rate percentage	12.00%									2.00%
Share price \| $ / shares								$ 0.047
Change in fair value					$ 1,314,000
December 15, 2021 Debenture [Member]
Short-Term Debt [Line Items]
Debt instrument event of default description				Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default
Restructured Senior Note [Member].
Short-Term Debt [Line Items]
Debt instrument, fair value				$ 18,914,000
Gain (loss) on extinguishment of debt				2,540,000
Derivative fair value				12,290,000
Fair value option, changes				$ 17,738,000			$ 30,028,000
Share price \| $ / shares				$ 0.16
Fair value derivative				$ 21,870,000		$ 21,290,000
Change in fair value				580,000		$ 2,376,000
Revalued debt amount				$ 3,487,000
Restructured Senior Note [Member]. \| Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Debt instrument, measurement input				3.73
Restructured Senior Note [Member]. \| Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Debt instrument, measurement input				117.77
Restructured Senior Note [Member]. \| Measurement Input, Share Price [Member]
Short-Term Debt [Line Items]
Debt instrument, measurement input				0.1017
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument face amount									$ 631,968
Debt instrument interest rate percentage									10.00%
Repayments for debt		$ 3,000,000
Debt instrument, fair value		$ 3,400,000
Securities Purchase Agreement [Member] \| December 15, 2021 Debenture [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate percentage		12.00%	12.00%
Securities Purchase Agreement [Member] \| December 15, 2021 Debenture [Member]
Short-Term Debt [Line Items]
Debt instrument face amount		$ 5,433,333	$ 16,320,000
Debt iInstrument, redemption, description			The “Redemption Repayment Price” equaled 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing to redeem a portion of the Note. The redemption amount shall include an Exit Fee, consisting of a premium of 15% of the portion of the outstanding balance being paid. As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount. In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date
Securities Purchase Agreement [Member] \| December 15, 2021 Debenture [Member] \| Debentures Subject to Mandatory Redemption [Member]
Short-Term Debt [Line Items]
Outstanding investor redeem			$ 1,000,000
Amended and Restated Secured Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument face amount				$ 2,675,000
Repayments for debt	$ 10,000,000
Description for uplisted term and trigger Events	Additional key modifications include i) uplist terms in which the Company was to cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ, were removed, ii) Maturity date was modified from December 15, 2023 to 12 months from the Closing or termination of the Merger Agreement, provided not to be later than June 30, 2024, and iii) the outstanding balance of the Senior Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). As of June 30, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023

STOCKHOLDERS’ EQUITY (Details Narrative)						3 Months Ended		6 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative)	Jun. 19, 2023 USD ($) $ / shares shares	May 09, 2023 USD ($) shares	May 01, 2023 USD ($) shares	Apr. 28, 2023 USD ($) Integer $ / shares	Nov. 04, 2022 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized						200,000,000		200,000,000		200,000,000
Preferred stock, par value \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock dividends in kind \| $						$ 516,000
Issuance of sale of equity \| $						$ 1,298,512
Commson stock par value \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares issued	100,000					868,263,739		868,263,739		803,123,748
Shares granted, value, share based payment arrangement, after forfeiture \| $	$ 4,700
Share price \| $ / shares	$ 0.047
Warrant outstanding						18,573,116	18,506,429	18,573,116	18,506,429
Warrant liability \| $						$ 305,000		$ 305,000		$ 355,000
Change in fair value of warrant liability \| $						$ 50,000	$ 1,915,000
Warrant [Member]
Class of Stock [Line Items]
Share price \| $ / shares						$ 0.05	$ 0.12	$ 0.05	$ 0.12
Warrant outstanding						18,573,116	18,506,429	18,573,116	18,506,429
Warrant liability \| $						$ 305,000	$ 2,008,000	$ 305,000	$ 2,008,000
Change in fair value of warrant liability \| $								$ 50,000	$ 1,915,000
Share based compensation arrangement by share based payment award, fair value assumptions, risk free interest rate, minimum								3.89%	3.01%
Share based compensation arrangement by share based payment award, fair value assumptions, risk free interest rate, maximum								4.49%
Share based compensation arrangement by share based payment award, fair value assumptions, expected volatility rate, minimum								108.40%	182.40%
Share based compensation arrangement by share based payment award, fair value assumptions, expected volatility rate, maximum								121.50%	197.50%
Share based compensation arrangement by share based payment award, fair value assumptions, expected dividend rate									0.00%
Consultant [Member]
Class of Stock [Line Items]
Sale of stock consideration						40,187,311				52,018,294
Three Consultants [Member]
Class of Stock [Line Items]
Common stock, shares sold, value \| $						$ 1,299,000				$ 3,076,000
Three Consultants [Member] \| Minimum [Member]
Class of Stock [Line Items]
SaleOfStockPricePerShare \| $ / shares						$ 0.03		$ 0.03		$ 0.04
Three Consultants [Member] \| Maximum [Member]
Class of Stock [Line Items]
SaleOfStockPricePerShare \| $ / shares						$ 0.04		$ 0.04		$ 0.10
GHS Purchase Agreement [Member]
Class of Stock [Line Items]
Number of common stock issued					64,000,000
Number of common stock issued, value \| $					$ 5,000,000
Beneficial ownership limitation					4.99%
Debt instrument, convertible, type of equity security					The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase
GHS Purchase Agreement [Member] \| GHS Investment LLC [Member]
Class of Stock [Line Items]
Trading value		A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days preceding the purchase date. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase date). The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer of immediately available funds
Purchase of common stock		45,923,929
Purchase of common stock value \| $		$ 6,000,000
Equity Financing Agreement [Member] \| GHS Investment LLC [Member]
Class of Stock [Line Items]
Issuance of sale of equity \| $				$ 10,000,000
Commson stock par value \| $ / shares				$ 0.0001
Trading value				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 equal less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). 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). Following an up-list to the NASDAQ or equivalent national exchange, the price of each put share shall be equal to ninety percent (90%) of the Market Price, subject to a floor price of $1.00 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $10,000,000 worth of Common Stock under the terms of the Equity Financing Agreement
Trading percentage				200.00%
Trading days \| Integer				10
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						5,000,000		5,000,000
Preferred Stock, Shares Outstanding						5,000,000		5,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						5,000		5,000
Preferred Stock, Shares Outstanding						0		0
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						5,000		5,000
Preferred Stock, Shares Outstanding						0		0
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						10,000		10,000
Preferred Stock, Shares Outstanding						1,500		1,500		1,670
Conversion of shares			600
Conversion of shares issued			23,989,570
Preferred stock dividends in kind \| $			$ 516,000
Exit fee \| $			$ 108,000
Series F Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary Equity, Shares Authorized						750,000		750,000		750,000
Temporary Equity, Shares Outstanding						750,000		750,000		750,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
	Aug. 10, 2022	May 11, 2021	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	May 21, 2023	Nov. 04, 2022	Aug. 10, 2021	Jan. 01, 2016
Related Party Transaction [Line Items]
Interest rate							12.00%		2.00%
Interest expense			$ 3,500
Interest rate			8.00%
Accrued Interest payable			$ 146,000	$ 146,000
Current liability			54,647	54,647
Related Party [Member]
Related Party Transaction [Line Items]
Interest payable, current			225,792	219,542
Notes payable related party			290,000
Notes payable, related parties, current			740,412	740,412
Current liability						$ 150,000
Notes Payable [Member]
Related Party Transaction [Line Items]
Payment of debt					$ 655,750
Outstanding balance			77,000	77,000
Accrued interest payable			74,000	74,000
Loan Agreement [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 300,000
Loan Agreement [Member] \| Promissory Notes [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	250,000
Face amount	$ 50,000
Interest rate	10.00%
Interest payable, current			26,000	22,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Bonus issued		$ 300,000
President and Chief Technical Officer [Member]
Related Party Transaction [Line Items]
Bonus issued					$ 200,000
Accounts payable, other, current			$ 200,000	200,000				$ 300,000
President [Member]
Related Party Transaction [Line Items]
Interest rate			8.00%
President [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Notes payable related party			$ 486,500
Notes payable, related parties, current			$ 356,404	$ 356,404

SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Sep. 08, 2021	Aug. 01, 2021
Lease
2024	$ 65,856
2025	87,808
2026	54,709
Total future minimum lease payments	208,373
Less: imputed interest	14,361
Total	$ 194,012	$ 17,000	$ 316,000

LEASE (Details Narrative) - USD ($)			12 Months Ended
LEASE (Details Narrative) - USD ($)	Sep. 08, 2021	Aug. 01, 2021	Mar. 31, 2023	Jun. 30, 2023	Jun. 02, 2021
Lease
Monthly lease payment	$ 300	$ 7,000	$ 1,727
Lease termination date		Oct. 31, 2025	Oct. 31, 2025
Deposit					$ 52,362
Security deposit					$ 17,454
Lease liability values	$ 17,000	$ 316,000		$ 194,012
Borrowing rate	5.75%	5.75%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - April 1, 2015 [Member] - USD ($)		3 Months Ended	12 Months Ended
	May 04, 2021	Jun. 30, 2023	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Salary and wage, excluding cost of good and service sold		$ 96,000
Employment agreement description			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
Mr Easterling [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Salary and wage, excluding cost of good and service sold	$ 180,000

SUBSEQUENT EVENTS (Details Narrative) - USD ($)				3 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jul. 24, 2023	Jul. 17, 2023	Aug. 17, 2022	Jun. 30, 2023	Jul. 20, 2023	Mar. 31, 2023	Jan. 20, 2023	Nov. 04, 2022	Jan. 01, 2016
Subsequent Event [Line Items]
Property plant and equipment gross				$ 18,438,722		$ 18,419,782
Proceeds from Issuance of Debt				$ 140,000
Interest rate								12.00%	2.00%
Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt			$ 1,100,000
Interest rate							10.00%
Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt		$ 140,000
Interest rate		10.00%
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| Series E Preferred Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	156
Sale of Stock, Price Per Share	$ 1,000
Stock Issued During Period, Value, New Issues	$ 156,000
Debt Instrument, Interest Rate, Effective Percentage	12.00%
Minimum [Member] \| Subsequent Event [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Property plant and equipment gross					$ 5,000,001