false
FY
0001465470
0001465470
2023-04-01
2024-03-31
0001465470
2023-09-30
0001465470
2024-07-11
0001465470
2024-03-31
0001465470
2023-03-31
0001465470
us-gaap:NonrelatedPartyMember
2024-03-31
0001465470
us-gaap:NonrelatedPartyMember
2023-03-31
0001465470
us-gaap:RelatedPartyMember
2024-03-31
0001465470
us-gaap:RelatedPartyMember
2023-03-31
0001465470
SHMP:SeriesERedeemableConvertiblePreferredStockMember
2024-03-31
0001465470
SHMP:SeriesERedeemableConvertiblePreferredStockMember
2023-03-31
0001465470
SHMP:SeriesFRedeemableConvertiblePreferredStockMember
2024-03-31
0001465470
SHMP:SeriesFRedeemableConvertiblePreferredStockMember
2023-03-31
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2024-03-31
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-03-31
0001465470
SHMP:SeriesEConvertiblePreferredStockMember
2024-03-31
0001465470
SHMP:SeriesEConvertiblePreferredStockMember
2023-03-31
0001465470
SHMP:SeriesAConvertiblePreferredStockMember
2024-03-31
0001465470
SHMP:SeriesAConvertiblePreferredStockMember
2023-03-31
0001465470
2022-04-01
2023-03-31
0001465470
us-gaap:NonrelatedPartyMember
2023-04-01
2024-03-31
0001465470
us-gaap:NonrelatedPartyMember
2022-04-01
2023-03-31
0001465470
us-gaap:RelatedPartyMember
2023-04-01
2024-03-31
0001465470
us-gaap:RelatedPartyMember
2022-04-01
2023-03-31
0001465470
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2022-03-31
0001465470
us-gaap:CommonStockMember
2022-03-31
0001465470
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001465470
SHMP:StockToBeIssuedMember
2022-03-31
0001465470
SHMP:SubscriptionReceivableMember
2022-03-31
0001465470
us-gaap:RetainedEarningsMember
2022-03-31
0001465470
2022-03-31
0001465470
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-03-31
0001465470
us-gaap:CommonStockMember
2023-03-31
0001465470
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001465470
SHMP:StockToBeIssuedMember
2023-03-31
0001465470
SHMP:SubscriptionReceivableMember
2023-03-31
0001465470
us-gaap:RetainedEarningsMember
2023-03-31
0001465470
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2022-04-01
2023-03-31
0001465470
us-gaap:CommonStockMember
2022-04-01
2023-03-31
0001465470
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2023-03-31
0001465470
SHMP:StockToBeIssuedMember
2022-04-01
2023-03-31
0001465470
SHMP:SubscriptionReceivableMember
2022-04-01
2023-03-31
0001465470
us-gaap:RetainedEarningsMember
2022-04-01
2023-03-31
0001465470
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-04-01
2024-03-31
0001465470
us-gaap:CommonStockMember
2023-04-01
2024-03-31
0001465470
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2024-03-31
0001465470
SHMP:StockToBeIssuedMember
2023-04-01
2024-03-31
0001465470
SHMP:SubscriptionReceivableMember
2023-04-01
2024-03-31
0001465470
us-gaap:RetainedEarningsMember
2023-04-01
2024-03-31
0001465470
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-03-31
0001465470
us-gaap:CommonStockMember
2024-03-31
0001465470
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
0001465470
SHMP:StockToBeIssuedMember
2024-03-31
0001465470
SHMP:SubscriptionReceivableMember
2024-03-31
0001465470
us-gaap:RetainedEarningsMember
2024-03-31
0001465470
SHMP:SeriesAConvertiblePreferredStockMember
2023-04-01
2024-03-31
0001465470
SHMP:SeriesERedeemableConvertiblePreferredStockMember
2023-04-01
2024-03-31
0001465470
SHMP:SeriesFRedeemableConvertiblePreferredStockMember
2023-04-01
2024-03-31
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-04-01
2024-03-31
0001465470
us-gaap:SeriesGPreferredStockMember
2024-03-31
0001465470
SHMP:SeriesAConvertiblePreferredStockMember
2022-04-01
2023-03-31
0001465470
SHMP:SeriesERedeemableConvertiblePreferredStockMember
2022-04-01
2023-03-31
0001465470
SHMP:SeriesERedeemableConvertiblePreferredStockOneMember
2023-03-31
0001465470
SHMP:SeriesERedeemableConvertiblePreferredStockOneMember
2022-04-01
2023-03-31
0001465470
us-gaap:SeriesFPreferredStockMember
2022-04-01
2023-03-31
0001465470
us-gaap:WarrantMember
2022-04-01
2023-03-31
0001465470
us-gaap:MeasurementInputSharePriceMember
2024-03-31
0001465470
us-gaap:MeasurementInputRiskFreeInterestRateMember
srt:MinimumMember
2024-03-31
0001465470
us-gaap:MeasurementInputRiskFreeInterestRateMember
srt:MaximumMember
2024-03-31
0001465470
us-gaap:MeasurementInputPriceVolatilityMember
srt:MinimumMember
2024-03-31
0001465470
us-gaap:MeasurementInputPriceVolatilityMember
srt:MaximumMember
2024-03-31
0001465470
us-gaap:MeasurementInputSharePriceMember
2023-03-31
0001465470
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-03-31
0001465470
us-gaap:MeasurementInputPriceVolatilityMember
srt:MinimumMember
2023-03-31
0001465470
us-gaap:MeasurementInputPriceVolatilityMember
srt:MaximumMember
2023-03-31
0001465470
2022-11-04
2022-11-04
0001465470
2022-11-04
0001465470
2018-03-01
2018-03-31
0001465470
SHMP:PatentsPurchaseAgreementMember
SHMP:FAndTWaterSolutionsLLCMember
2021-05-19
2021-05-19
0001465470
SHMP:PatentsPurchaseAgreementMember
SHMP:FAndTWaterSolutionsLLCMember
2021-05-19
0001465470
SHMP:HydrenesisDeltaSystemsLLCMember
2021-08-25
0001465470
SHMP:HydrenesisDeltaSystemsLLCMember
SHMP:TechnologyRightsAgreementMember
2021-08-25
0001465470
SHMP:TechnologyRightsAgreementMember
2023-04-01
2024-03-31
0001465470
SHMP:TechnologyRightsAgreementMember
2022-04-01
2023-03-31
0001465470
SHMP:TechnologyRightsAgreementMember
2024-03-31
0001465470
SHMP:HydrenesisTechnologyAndEquipmentMember
2023-05-20
2023-05-21
0001465470
us-gaap:RelatedPartyMember
2023-05-21
0001465470
2023-05-20
2023-05-21
0001465470
us-gaap:DerivativeMember
2023-04-01
2024-03-31
0001465470
us-gaap:WarrantMember
2023-04-01
2024-03-31
0001465470
SHMP:PromissoryNoteMember
2023-04-01
2024-03-31
0001465470
us-gaap:BuildingMember
2024-03-31
0001465470
us-gaap:MachineryAndEquipmentMember
srt:MinimumMember
2024-03-31
0001465470
us-gaap:MachineryAndEquipmentMember
srt:MaximumMember
2024-03-31
0001465470
us-gaap:VehiclesMember
2024-03-31
0001465470
us-gaap:FurnitureAndFixturesMember
srt:MinimumMember
2024-03-31
0001465470
us-gaap:FurnitureAndFixturesMember
srt:MaximumMember
2024-03-31
0001465470
SHMP:ShrimpSalesMember
2023-04-01
2024-03-31
0001465470
SHMP:ShrimpSalesMember
2022-04-01
2023-03-31
0001465470
SHMP:TechnologyAndEquipmentServicesMember
2023-04-01
2024-03-31
0001465470
SHMP:TechnologyAndEquipmentServicesMember
2022-04-01
2023-03-31
0001465470
SHMP:WaterTreatmentAndPurificationSystemMember
2022-07-03
0001465470
SHMP:CapitalOneBankMember
2024-03-31
0001465470
SHMP:CapitalOneBankMember
2023-04-01
2024-03-31
0001465470
SHMP:CapitalOneBankMember
2022-04-01
2023-03-31
0001465470
SHMP:CapitalOneBankMember
2023-03-31
0001465470
SHMP:ChaseBankMember
2024-03-31
0001465470
SHMP:ChaseBankMember
2023-04-01
2024-03-31
0001465470
SHMP:ChaseBankMember
2022-04-01
2023-03-31
0001465470
SHMP:ChaseBankMember
2023-03-31
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2023-01-20
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2023-01-19
2023-01-20
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2023-11-17
2023-11-17
0001465470
SHMP:NewPromissoryNoteMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2023-11-08
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2023-11-08
0001465470
us-gaap:CommercialPaperMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommonStockMember
2023-11-08
2023-11-08
0001465470
us-gaap:CommercialPaperMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommonStockMember
2023-11-08
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommercialPaperMember
2023-11-08
2023-11-08
0001465470
SHMP:NewPromissoryNoteMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2024-01-17
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2024-01-17
0001465470
us-gaap:CommercialPaperMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommonStockMember
2024-01-17
2024-01-17
0001465470
us-gaap:CommercialPaperMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommonStockMember
2024-01-17
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommercialPaperMember
2024-01-17
2024-01-17
0001465470
SHMP:NewPromissoryNoteMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2024-02-22
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
2024-02-22
0001465470
us-gaap:CommercialPaperMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommonStockMember
2024-02-22
2024-02-22
0001465470
us-gaap:CommercialPaperMember
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommonStockMember
2024-02-22
0001465470
SHMP:JanuaryTwoThousandTwentyThreeNoteMember
us-gaap:CommercialPaperMember
2024-02-22
2024-02-22
0001465470
us-gaap:CommercialPaperMember
SHMP:YottaInvestmentLLCMember
2023-04-21
0001465470
us-gaap:CommercialPaperMember
SHMP:YottaInvestmentLLCMember
2023-05-17
0001465470
SHMP:PromissoryNoteMember
SHMP:WilliamsMember
2020-07-15
0001465470
SHMP:PromissoryNoteMember
SHMP:WilliamsMember
2020-07-15
2020-07-15
0001465470
SHMP:PromissoryNoteMember
SHMP:WilliamsMember
2023-03-31
0001465470
SHMP:PromissoryNoteMember
SHMP:WilliamsMember
2024-03-31
0001465470
SHMP:SecuritiesPurchaseAgreementMember
2022-08-17
0001465470
SHMP:SecuritiesPurchaseAgreementMember
2022-08-17
2022-08-17
0001465470
srt:MaximumMember
2023-06-30
0001465470
2023-11-18
2023-11-20
0001465470
2022-10-24
2022-10-24
0001465470
SHMP:RestructuredAugustNoteMember
2023-04-01
2024-03-31
0001465470
SHMP:RestructuredAugustNoteMember
2024-03-31
0001465470
SHMP:RestructuredAugustNoteMember
2023-03-31
0001465470
SHMP:RestructuredAugustNoteMember
2022-04-01
2023-03-31
0001465470
SHMP:SecuritiesPurchaseAgreementMember
SHMP:DecemberFifteenTwoThousandTwentyOneDebentureMember
2021-12-15
0001465470
SHMP:SecuritiesPurchaseAgreementMember
SHMP:DecemberFifteenTwoThousandTwentyOneDebentureMember
2021-12-15
0001465470
SHMP:SecuritiesPurchaseAgreementMember
SHMP:DecemberFifteenTwoThousandTwentyOneDebentureMember
us-gaap:DebenturesSubjectToMandatoryRedemptionMember
2021-12-15
0001465470
SHMP:SecuritiesPurchaseAgreementMember
SHMP:DecemberFifteenTwoThousandTwentyOneDebentureMember
2021-12-15
2021-12-15
0001465470
SHMP:AmendedAndRestatedSecuredPromissoryNoteMember
2022-11-04
2022-11-04
0001465470
SHMP:AmendedAndRestatedSecuredPromissoryNoteMember
2023-06-30
0001465470
SHMP:DecemberFifteenTwoThousandTwentyOneDebentureMember
2023-04-01
2024-03-31
0001465470
SHMP:RestructuredSeniorNoteMember
2024-03-31
0001465470
SHMP:RestructuredSeniorNoteMember
2023-04-01
2024-03-31
0001465470
SHMP:RestructuredSeniorNoteMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2024-03-31
0001465470
SHMP:RestructuredSeniorNoteMember
us-gaap:MeasurementInputPriceVolatilityMember
2024-03-31
0001465470
SHMP:RestructuredSeniorNoteMember
us-gaap:MeasurementInputSharePriceMember
2024-03-31
0001465470
SHMP:RestructuredSeniorNoteMember
2023-03-31
0001465470
us-gaap:SeriesAPreferredStockMember
2024-03-31
0001465470
us-gaap:SeriesBPreferredStockMember
2024-03-31
0001465470
us-gaap:SeriesDPreferredStockMember
2024-03-31
0001465470
us-gaap:SeriesEPreferredStockMember
2024-03-31
0001465470
us-gaap:SeriesEPreferredStockMember
2023-03-31
0001465470
SHMP:SeriesFRedeemableConvertiblePreferredStockMember
us-gaap:PreferredStockMember
2024-03-31
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:PreferredStockMember
2024-03-31
0001465470
us-gaap:SeriesEPreferredStockMember
2021-04-14
2021-04-14
0001465470
us-gaap:SeriesEPreferredStockMember
2021-04-14
0001465470
us-gaap:SeriesEPreferredStockMember
srt:MinimumMember
2021-04-14
2021-04-14
0001465470
us-gaap:SeriesEPreferredStockMember
srt:MaximumMember
2021-04-14
2021-04-14
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
2021-04-14
2021-04-14
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
2021-11-22
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
srt:MaximumMember
2021-11-22
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
2021-11-22
2021-11-22
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2021-11-22
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
us-gaap:MeasurementInputPriceVolatilityMember
2021-11-22
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
us-gaap:MeasurementInputExpectedDividendRateMember
2021-11-22
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
2022-04-01
2023-03-31
0001465470
SHMP:ShareExchangeAgreementMember
us-gaap:SeriesDPreferredStockMember
2021-04-14
2021-04-14
0001465470
SHMP:ShareExchangeAgreementMember
us-gaap:SeriesDPreferredStockMember
2021-04-14
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesDPreferredStockMember
2021-04-14
2021-04-14
0001465470
us-gaap:SeriesEPreferredStockMember
2022-06-16
0001465470
2022-06-16
2022-06-16
0001465470
2022-03-01
2022-03-01
0001465470
us-gaap:SeriesEPreferredStockMember
2022-04-01
2023-03-31
0001465470
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-04-01
2023-03-31
0001465470
SHMP:GHSPurchaseAgreementMember
2022-11-05
2022-11-05
0001465470
2022-11-05
2022-11-05
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
2023-07-24
2023-07-24
0001465470
SHMP:SecuritiesPurchaseAgreementMember
us-gaap:SeriesEPreferredStockMember
2023-07-24
0001465470
us-gaap:SeriesEPreferredStockMember
2023-04-01
2024-03-31
0001465470
us-gaap:SeriesEPreferredStockMember
2023-05-01
2023-05-01
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-12-01
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-12-01
2023-12-01
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-12-14
2023-12-14
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-12-14
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2023-12-19
2023-12-19
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2024-01-24
2024-01-24
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2024-01-24
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
SHMP:ConsultingAgreementMember
2024-02-23
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
SHMP:ConsultingAgreementMember
2024-02-23
2024-02-23
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2024-02-23
2024-02-23
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
2024-02-23
0001465470
2023-09-28
0001465470
SHMP:GHSPurchaseAgreementMember
2022-11-04
2022-11-04
0001465470
SHMP:GHSPurchaseAgreementMember
2022-11-04
0001465470
SHMP:GHSPurchaseAgreementMember
2023-04-01
2024-03-31
0001465470
SHMP:GHSPurchaseAgreementMember
2024-03-31
0001465470
SHMP:GHSPurchaseAgreementMember
2022-04-01
2023-03-31
0001465470
srt:MinimumMember
SHMP:GHSPurchaseAgreementMember
2023-03-31
0001465470
srt:MaximumMember
SHMP:GHSPurchaseAgreementMember
2023-03-31
0001465470
SHMP:EquityFinancingAgreementMember
SHMP:GHSInvestmentLLCMember
2023-04-28
2023-04-28
0001465470
SHMP:EquityFinancingAgreementMember
SHMP:GHSInvestmentLLCMember
2023-04-28
0001465470
SHMP:EquityFinancingAgreementMember
2023-07-01
2023-09-30
0001465470
SHMP:EquityFinancingAgreementMember
2023-09-30
0001465470
SHMP:EquityFinancingAgreementMember
2023-10-01
2023-12-31
0001465470
SHMP:EquityFinancingAgreementMember
srt:MinimumMember
2023-12-31
0001465470
SHMP:EquityFinancingAgreementMember
srt:MaximumMember
2023-12-31
0001465470
us-gaap:CommonStockMember
SHMP:EquityFinancingAgreementMember
2023-10-31
2023-10-31
0001465470
SHMP:EquityFinancingAgreementMember
2024-01-01
2024-03-31
0001465470
SHMP:EquityFinancingAgreementMember
srt:MinimumMember
2024-03-31
0001465470
SHMP:EquityFinancingAgreementMember
srt:MaximumMember
2024-03-31
0001465470
SHMP:GHSTwoThousandTwentyThreePurchaseAgreementMember
2023-05-09
2023-05-09
0001465470
SHMP:GHSTwoThousandTwentyThreePurchaseAgreementMember
2023-04-01
2023-06-30
0001465470
SHMP:GHSTwoThousandTwentyThreePurchaseAgreementMember
srt:MaximumMember
2023-06-30
0001465470
SHMP:GHSTwoThousandTwentyThreePurchaseAgreementMember
srt:MinimumMember
2023-06-30
0001465470
SHMP:ConsultantMember
2023-12-04
2023-12-04
0001465470
SHMP:ConsultantMember
2023-04-01
2023-12-31
0001465470
SHMP:ConsultantMember
2023-12-31
0001465470
SHMP:ConsultantMember
2023-06-19
2023-06-19
0001465470
SHMP:ConsultantMember
2023-06-19
0001465470
SHMP:ConsultantMember
2022-08-01
2022-08-01
0001465470
SHMP:ConsultantMember
SHMP:BusinessAgreementMember
2022-06-22
2022-06-22
0001465470
SHMP:NewEmployeesMember
2024-02-01
2024-02-29
0001465470
SHMP:NewEmployeesMember
2024-03-01
2024-03-31
0001465470
SHMP:NewEmployeesMember
srt:MinimumMember
2024-02-29
0001465470
SHMP:NewEmployeesMember
srt:MinimumMember
2024-03-31
0001465470
SHMP:NewEmployeesMember
srt:MaximumMember
2024-02-29
0001465470
SHMP:NewEmployeesMember
srt:MaximumMember
2024-03-31
0001465470
SHMP:NewEmployeeMember
2023-10-10
2023-10-10
0001465470
SHMP:NewEmployeeMember
2023-10-10
0001465470
us-gaap:WarrantMember
2024-03-31
0001465470
srt:MinimumMember
2024-03-31
0001465470
srt:MaximumMember
2024-03-31
0001465470
us-gaap:WarrantMember
2023-04-01
2024-03-31
0001465470
us-gaap:CommonStockMember
SHMP:BlackScholeModelMember
2024-03-31
0001465470
us-gaap:WarrantMember
2023-03-31
0001465470
us-gaap:WarrantMember
2022-04-01
2023-03-31
0001465470
us-gaap:CommonStockMember
SHMP:BlackScholeModelMember
2023-03-31
0001465470
us-gaap:RelatedPartyMember
2023-07-10
2023-07-17
0001465470
us-gaap:RelatedPartyMember
2023-07-17
0001465470
SHMP:LoanAgreementMember
SHMP:PromissoryNotesMember
2022-08-10
2022-08-10
0001465470
SHMP:LoanAgreementMember
SHMP:PromissoryNotesMember
SHMP:FiveRelatedPartiesMember
2022-08-10
0001465470
SHMP:LoanAgreementMember
SHMP:PromissoryNotesMember
SHMP:FiveRelatedPartiesMember
2022-08-10
2022-08-10
0001465470
us-gaap:RelatedPartyMember
SHMP:PromissoryNotesMember
2023-04-01
2024-03-31
0001465470
SHMP:LoanAgreementMember
SHMP:PromissoryNotesMember
us-gaap:RelatedPartyMember
2024-03-31
0001465470
SHMP:LoanAgreementMember
SHMP:PromissoryNotesMember
us-gaap:RelatedPartyMember
2023-03-31
0001465470
srt:ChiefFinancialOfficerMember
2021-05-11
2021-05-11
0001465470
SHMP:PresidentAndChiefTechnicalOfficerMember
2021-08-10
0001465470
SHMP:PresidentAndChiefTechnicalOfficerMember
2021-04-01
2022-03-31
0001465470
SHMP:PresidentAndChiefTechnicalOfficerMember
2024-03-31
0001465470
SHMP:PresidentAndChiefTechnicalOfficerMember
2023-03-31
0001465470
2016-01-01
0001465470
SHMP:NotesPayableMember
2021-04-01
2022-03-31
0001465470
SHMP:NotesPayableMember
2023-04-01
2024-03-31
0001465470
SHMP:NotesPayableMember
2022-04-01
2023-03-31
0001465470
SHMP:NotesPayableMember
2024-03-31
0001465470
SHMP:NotesPayableMember
2023-03-31
0001465470
SHMP:PresidentsMember
us-gaap:RelatedPartyMember
2024-03-31
0001465470
SHMP:PresidentsMember
2023-04-01
2024-03-31
0001465470
SHMP:PresidentsMember
us-gaap:RelatedPartyMember
2023-03-31
0001465470
2021-08-01
2021-08-01
0001465470
2022-10-01
2023-03-31
0001465470
2021-06-02
0001465470
2021-08-01
0001465470
stpr:TX
2023-12-31
0001465470
stpr:TX
2023-10-01
2023-12-31
0001465470
2023-12-20
2023-12-20
0001465470
2023-12-19
0001465470
2024-01-01
0001465470
2024-01-01
2024-01-01
0001465470
2021-09-08
2021-09-08
0001465470
2021-09-08
0001465470
SHMP:AprilOneTwoThousandFifteenMember
SHMP:EmploymentAgreementMember
2023-04-01
2024-03-31
0001465470
SHMP:AprilOneTwoThousandFifteenMember
SHMP:MrEasterlingMember
2021-05-04
2021-05-04
0001465470
SHMP:AprilOneTwoThousandFifteenMember
2023-04-01
2024-03-31
0001465470
2021-11-15
0001465470
2021-11-15
2021-11-15
0001465470
2021-04-01
2022-03-31
0001465470
us-gaap:CommonStockMember
SHMP:GaryShoverMember
2022-04-01
2023-03-31
0001465470
us-gaap:CommonStockMember
SHMP:GaryShoverMember
2023-04-01
2024-03-31
0001465470
SHMP:MergerAgreementMember
2023-07-20
0001465470
us-gaap:CommonStockMember
SHMP:MergerAgreementMember
2022-10-24
2022-10-24
0001465470
us-gaap:CommonStockMember
SHMP:MergerAgreementMember
2022-10-24
0001465470
SHMP:MergerAgreementMember
2022-10-24
2022-10-24
0001465470
SHMP:SeriesAConvertiblePreferredStockMember
2022-10-24
0001465470
SHMP:SeriesFConvertiblePreferredStockMember
2022-10-24
0001465470
SHMP:SeriesEConvertiblePreferredStockMember
2022-10-24
0001465470
SHMP:EquityFinancingAgreementMember
us-gaap:SubsequentEventMember
2024-04-01
2024-04-01
0001465470
SHMP:EquityFinancingAgreementMember
us-gaap:SubsequentEventMember
srt:MinimumMember
2024-04-01
0001465470
SHMP:EquityFinancingAgreementMember
us-gaap:SubsequentEventMember
srt:MaximumMember
2024-04-01
0001465470
SHMP:NewPromissoryNoteMember
us-gaap:SubsequentEventMember
2024-04-03
0001465470
SHMP:NewPromissoryNoteMember
us-gaap:SubsequentEventMember
2024-04-03
2024-04-03
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:SubsequentEventMember
2024-04-23
2024-04-23
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:SubsequentEventMember
2024-04-23
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:SubsequentEventMember
2024-06-12
2024-06-12
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:SubsequentEventMember
2024-06-12
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:SubsequentEventMember
2024-07-10
2024-07-10
0001465470
SHMP:SeriesGRedeemableConvertiblePreferredStockMember
us-gaap:SubsequentEventMember
2024-07-10
0001465470
SHMP:NewPromissoryNoteMember
us-gaap:SubsequentEventMember
2024-07-03
0001465470
SHMP:NewPromissoryNoteMember
us-gaap:SubsequentEventMember
2024-07-03
2024-07-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
SHMP:Integer
xbrli:pure
utr:sqft
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year Ended March 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________________________ to __________________________
Commission
file number 000-54030
NATURALSHRIMP
INCORPORATED
(Exact
name of registrant as specified in its charter)
Nevada |
|
74-3262176 |
(State
or other jurisdiction |
|
(I.R.S.
Employer |
of
incorporation or organization) |
|
Identification
No.) |
13601 Preston Road, Suite E1092, 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 |
|
None |
|
None |
Securities
registered pursuant to section 12(g) of the Act:
Shares
of common stock with a par value of $0.0001
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the common equity held by non-affiliates was $17,715,174 computed by reference to the closing price
of the registrant’s common stock as quoted on the OTCQB maintained by OTC Markets, Inc. on September 30, 2023 (which was $0.020
per share). For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
The
number of shares outstanding of the registrant’s common stock as of July 11, 2024 was 1,209,334,067.
TABLE
OF CONTENTS
FORWARD-LOOKING
STATEMENTS
The
information contained in this report should be read in conjunction with the financial statements and related notes contained elsewhere
in this Annual Report on Form 10-K. Certain statements made in this report, including those in the sections of this report entitled “Item
1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results Of Operations,” are “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as
estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are
only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “future,” “intend,” “plan,” “predict,”
“project,” “target,” “potential,” “will,” “would,” “could,” “should,”
“continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect
our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the
risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed,
estimated, expected, intended, or planned.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. 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.
Our
financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting
principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions
upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions
are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the
financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would
be affected to the extent there are material differences between these estimates and actual results. The following discussion should
be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
These
statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our 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 by these forward-looking statements. Such risks and uncertainties include, but are
not limited to, those factors described in “Item 1A. Risk Factors,” those discussed and identified in our public filings
made with the SEC and the following:
|
● |
NaturalShrimp’s
ability to meet expectations related to its products, technologies and services and its ability to attract and retain revenue-generating
customers and execute on its growth plans; the risk of actual or alleged failure to comply with data privacy laws and regulations;
|
|
● |
the
attraction and retention of qualified directors, officers, employees and key personnel |
|
● |
the
impact from future regulatory, judicial, and legislative changes in NaturalShrimp’s industry |
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these
forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements after the
date of this report to conform these statements to actual results.
PART
I
ITEM
1. BUSINESS
As
used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “NaturalShrimp,”
“Company,” “we,” “us,” and “our” refer to NaturalShrimp Incorporated and its
wholly-owned subsidiaries: NaturalShrimp USA Corporation (“NSC”), NaturalShrimp Global, Inc. (“NS Global”)
and Natural Aquatic Systems, Inc. (“NAS”). The Company owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited
liability company. Unless otherwise specified, all dollar amounts are expressed in United States Dollars.
Corporate
History
The
Company was incorporated in the State of Nevada on July 3, 2008 under the name “Multiplayer Online Dragon, Inc.” On January
30, 2015, we acquired substantially all of the assets of NaturalShrimp Holdings, Inc. (“NSH”), which had developed the proprietary
technology to grow and sell shrimp potentially anywhere in the world that is now the basis of our business. Such assets consisted primarily
of all of the issued and outstanding shares of capital stock of its subsidiaries NaturalShrimp Corporation, now called NaturalShrimp
USA Corporation (“NSC”), and NaturalShrimp Global (“NS Global”), and certain real property located outside of
San Antonio, Texas, in exchange for our issuance of 75,520,240 shares of NaturalShrimp common stock to NSH. As a result of the transaction,
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. We changed our name to “NaturalShrimp Incorporated”
in 2015.
Terminated Merger Agreement
On
October 24, 2022, the Company, Yotta Acquisition Corporation, a special purpose acquisition company (“Yotta”), and Yotta
Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and wholly-owned subsidiary of Yotta, entered into a Merger Agreement
(the “Merger Agreement”), pursuant to which Merger Sub would merge with and into the Company with the Company as the surviving
corporation of the Business Combination and becoming a wholly-owned subsidiary of Yotta (the “Business Combination”). In
connection with the Business Combination, Yotta would change its name to “NaturalShrimp Incorporated” or such other name
designated by the Company.
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, that
Yotta would 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 Securities
and Exchange Commission registration process that were 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
a result of the termination of the Merger Agreement, (i) the Sponsor Support Agreement, dated as of October 20, 2022, by and among Yotta,
Yotta’s Sponsor Yotta Investments LLC (the “Sponsor”), and the Company, (ii) the Company Stockholder Support
Agreements, dated as of October 20, 2022, by and among the Company, Yotta, and each of the Company’s three executive officers and
directors, (iii) the Lock-Up Agreements, dated as of October 20, 2022, by and among Yotta, the Company, and each of the Company’s
three executive officers and directors, and (iv) the Lock-Up Agreement, dated as of October 20, 2022, by and among the Sponsor, Yotta,
and the Company, were each terminated in accordance with its terms.
Business
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. NaturalShrimp owns and operates indoor recirculating Pacific White shrimp production
facilities in Texas and Iowa using these technologies.
On
October 5, 2015, together with F&T Water Solutions, LLC (“F&T”), we formed NAS, with NaturalShrimp holding a majority
interest. The purpose of NAS was for NaturalShrimp and F&T to jointly develop certain water technologies including, without limitation,
the electrocoagulation equipment dealing with enclosed aquatic production systems worldwide.
On
December 17, 2020, we acquired for $10,000,000 certain assets from VeroBlue Farms USA, Inc. (“VBF”) and its subsidiaries
VBF Transport, Inc. and Iowa’s First, Inc., which included facilities located in Webster City, Iowa, Blairsburg, Iowa, and Radcliffe,
Iowa. These facilities were designed for the growth of barramundi fish. We have converted 40% of the Webster City facility and 20% of
the Blairsburg facility for producing shrimp using the Company’s propriety technology.
On
May 25, 2021, the Company purchased from F&T its ownership interest in the water treatment technology that the Company and F&T
had previously jointly developed and patented (the “Patent”) through NAS, which is used or useful in growing aquatic species
in re-circulating and enclosed environments, as well as F&T’s 100% interest in a second patent associated with the Patent that
was issued to F&T in March 2018 and all other intellectual property rights owned by F&T. In addition, the Company acquired all
of the outstanding shares of common stock of NAS owned by F&T (the “Common Shares”), thereby making NAS a wholly-owned
subsidiary of the Company. The purchase price for both the Patent and the Common Shares totaled $3,000,000 in cash and 13,861,386 shares
of NaturalShrimp common stock valued at $7,000,000 for a total consideration of $10,000,000.
On
August 25, 2021, the Company, through its now wholly-owned subsidiary NAS, entered into an Equipment Rights Agreement with Hydrenesis
Delta Systems, LLC, and a Technology Rights Agreement with Hydrenesis Aquaculture, LLC, in a sub-license agreement with Hydrenesis Aquaculture
LLC. The Equipment Rights Agreements 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®. These technologies enhance the health of the aquatic species and minimize stress in high ammonia conditions.
Each such agreement is for a 10-year term and automatically renew for successive 10-year terms unless terminated in accordance therewith.
The agreements give NAS the exclusive rights to purchase or distribute the technology, or buy or rent the equipment, in the Industry
Sector, which is the primary business and revenue stream generated from indoor aquaculture farming of any species in the Territory, defined
as anywhere in the world except for the countries in the Gulf Corporation Council. The Company paid Hydrenesis Delta Systems, LLC the
sum of $2,500,000 (staged over a period of time, with $1,250,000 still due), plus a 12.5% royalty for the Equipment Rights Agreement
and for the Technology Rights Agreement. The Company paid Hydrenesis Aquaculture, LLC a total of $10,000,000, comprised of $2,500,000
at closing, $1,000,000 within 60 days and 6,500,000 shares of common stock of the Company. The Technology Rights Agreement also carried
the same royalty provision.
Development
of our Technology
General
Background and Overview
Historically,
efforts to raise shrimp in a high-density, closed system at the commercial level have been met with either modest success or outright
failure through “BioFloc Technology.” An aquaculture system using “BioFloc Technology” recycles waste nutrients
to culture microorganisms to form microbial protein from the toxic waste and other organic matter in the water. Infectious agents such
as parasites, bacteria, and viruses potentially present in BioFloc systems are the most damaging and most difficult to control. While
bacterial infection can in some cases be combated using antibiotics (although not always), the use of antibiotics is generally considered
undesirable and counter to “green” cultivation practices. Viruses can be worse in that they are immune to antibiotics. Once
introduced to a shrimp population, viruses can wipe out entire farms and shrimp populations, even with intense probiotic applications.
Our
primary solution against infectious agents is our “Vibrio Suppression Technology.” This technology utilizes electrocoagulation
(a procedure that uses heat from an electric current to destroy abnormal tissue) to kill potential pathogens and harmful bacteria such
aa vibrio. While bacteria and other pathogens can still survive using this technology, Vibrio Suppression Technology helps to significantly
reduce and suppress harmful organisms that usually cause “BioFloc” and other enclosed technologies to fail. Based on several
peer-reviewed studies as well as management’s experience with this technology, we believe that this system creates higher sustainable
densities, consistent production, improved growth and survival rates, and improved food conversion without the use of antibiotics, probiotics,
or unhealthy anti-microbial chemicals.
Our
technology platforms combine electrocoagulation and Hydrogas. Our patented electrocoagulation system replaces the need for biofilters
and instead applies non-biological, electrical processes and uses electronics to remove ammonia and to control the level of pathogens
in an aquaculture system. These technologies generate water chemistry with antioxidant properties, as demonstrated by third-party studies
and our own trial conducted on North Atlantic Salmon at the RASLab research facility in Norway in 2021. The findings showed an increase
in the well-being of aquatic species, including enhanced growth rates.
Hydrogas
technology is based on a reducing gas that is produced on demand and infused into an aquaculture water column. The gas lowers the Oxidation
Reduction Potential (“ORP”) of water to a negative reading on an ORP meter. Negative ORP refers to the water’s ability
to either gain or lose electrons, acting as a measure of its reduction or oxidation capacity. When water has a negative ORP, it is more
prone to gaining electrons, indicating a higher reduction potential. The more negative the ORP value of the water column, the stronger
the reduction capacity, effects of which have been shown to have benefit within the aquaculture industry. The use of negative ORP water
in recirculating aquaculture systems can have several beneficial effects on the animals and their environment such as lowering of the
oxidation stress on the animals leading to better food conversion rates.
We
have conducted several internal tests over a period of two years with finfish and shrimp, where we observed decreased mortality rates
in the test groups utilizing the Hydrogas system.
The
use of electrocoagulation in Recirculating Aquaculture Systems (RAS) plays a pivotal role in achieving higher sustainable densities.
This technology utilizes an electrical current to coagulate particulates, bacteria, and other pollutants, leading to their precipitation
out of the water column. By removing these harmful elements, the water quality is significantly improved, which in turn can support higher
densities of animals without compromising their health and well-being. Furthermore, by reducing the bacterial load in the water, such
as harmful Vibrio species, the overall health and immunity of the aquaculture species can be boosted, resulting in lower disease incidences
and higher sustainable densities.
Maintaining
a negative ORP water column using Hydrogas not only aids in consistent production but also improves food conversion rates. A negative
ORP signifies a reducing environment, which is beneficial for lowering the oxidative stress on the animals, leading to better food conversion
rates. Moreover, the constant removal of harmful substances and bacteria from the water ensures a stable, high-quality environment for
the cultured species, leading to consistent growth rates and production. Thus, through the combined benefits of improved water quality,
enhanced health, and optimized nutrient utilization, electrocoagulation with a negative ORP water column serves as a valuable tool for
sustainable and efficient aquaculture systems.
The
principal theories behind the Company’s system are characterized as:
|
● |
High-density
shrimp production |
|
|
|
|
● |
Weekly
production |
|
|
|
|
● |
Natural
ecology system |
|
|
|
|
● |
Regional
production |
|
|
|
|
● |
Regional
distribution |
These
principles form the foundation for the Company and our potential distributors so that consumers can be provided with continuous volumes
of live and fresh shrimp at competitive prices.
Research
and Development; Evolution of Our Technology
In
2001, we began research and development of a high density, natural aquaculture system that is not dependent on ocean water to provide
quality, fresh shrimp every week, 52 weeks a year. Our initial system was successful, but we determined that it would not be economically
feasible due to high operating costs. Over the next several years, using the knowledge we gained from developing the first system, we
developed a shrimp production system that eliminated the high costs associated with the previous system. We have continued to refine
this technology, eliminating bacteria and other problems that affect recirculating systems, and now have a successful shrimp-growing
process. We have produced thousands of pounds of shrimp over the years in order to develop a design that will consistently produce quality
shrimp that grow to a large size at a specific rate of growth. This included experimenting with various types of natural live and synthesized
feed supplies before selecting the most appropriate nutritious and reliable combination. It also included utilizing monitoring and control
automation equipment to minimize labor costs and to provide the necessary oversight for proper regulation of the shrimp environment.
Our
system consists of a nursery tank where the shrimp are acclimated and then moved to a larger grow-out tank for the rest of
the growth cycle. During 2016, we engaged in additional engineering projects with third parties to further enhance our indoor production
capabilities. The Company, working with F&T, contracted with RGA Labs, Inc. to build and update a prototype of our patented electrocoagulation
system for the grow-out and harvesting of fully mature, antibiotic-free Pacific White shrimp. The design provided a viable pathway to
begin generating revenue and producing shrimp on a commercially-viable scale. During 2019 the Company decided to begin an approximately
$2,000,000 facility renovation, demolishing the interior wood-lined tanks (720,000 gallons). The Company began replacing the previous
tanks with 40 new fiberglass tanks (600,000 gallons) at a cost of approximately $400,000, allowing complete production flexibility with
smaller tanks.
On
March 18, 2020, our research and development plant in La Coste, Texas was destroyed by a fire. The Company believed that it was
caused by a natural gas leak, but the fire was so extensive that the cause was never determined. No one was injured as a result of
the fire. The majority of the damage was to our pilot production plant, which comprised approximately 35,000 square feet of the
total size of the production facilities at the La Coste location, but the fire did not impact the separate greenhouse, reservoirs,
or utility buildings. The Company used the proceeds from its subsequent insurance claim to rebuild a 40,000 square foot production
building at the La Coste facility and to repurchase the equipment needed to replace what was lost in the fire. The Company further
refined the electrocoagulation system for installation in the Texas and later in its Iowa shrimp production facilities. The Company
began developing a live shrimp delivery system from the Iowa production facility in November 2021 and from the Texas production
facility. In 2023, the Company changed the focus of the Texas facility into a research and development center. The Company
increased production from the Iowa facility in 2024
Overview
of Industry
Shrimp
is a well-known and globally-consumed commodity, constituting one of the most important types of seafood and a staple protein source
for much of the world. According to the Food and Agriculture Organization of the United Nations, the 2021 global production of shrimp
was 9.9 billion pounds with over 1.9 billion pounds of shrimp consumed in the United States alone. Approximately 65% of the global supply
of shrimp is caught by ocean trawlers and the other 35% is produced by open-air shrimp farms, mostly in developing countries.
Shrimp
boats catch shrimp through the use of large, boat-towed nets. These nets are quite toxic to the undersea environment as they disturb
and destroy ocean-bottom ecosystems; these nets also catch a variety of non-shrimp sea life, which is typically killed and discarded
as part of the shrimp harvesting process. Additionally, the world’s oceans can only supply a finite amount of shrimp each year,
and in fact, single-boat shrimp yields have fallen by approximately 20% since 2010 and continue to decrease. The shrimping industry’s
answer to this problem has been to deploy more (and larger) boats that deploy ever-larger nets, which has in the short-term been successful
at maintaining global shrimp yields. This benefit, however, cannot continue forever, as eventually global demand has the potential of
outstripping the oceans’ ability to maintain the natural ecosystem’s balance, resulting in a permanent decline in yields.
When taken in light of global population growth and the ever-increasing demand for nutrient-rich foods such as shrimp, this method is
clearly an unsustainable production paradigm.
Shrimp
farming, known in the industry as “aquaculture,” has ostensibly stepped in to fill this demand/supply imbalance. Shrimp farming
is typically done in open-air lagoons and man-made shrimp ponds connected to the open ocean. Because these ponds constantly exchange
water with the adjacent sea, the farmers are able to maintain the water chemistry that allows the shrimp to prosper. This method of cultivating
shrimp, however, also carries severe ecological peril. First of all, most shrimp farming is primarily conducted in developing countries,
where poor shrimp farmers have little regard for the global ecosystem. As a result, these farmers use large quantities of antibiotics
and other chemicals that maximize each farm’s chance of producing a crop, putting the entire system at risk. For example, a viral
infection that crops up in one farm can spread to all nearby farms, quite literally wiping out an entire region’s production. In
1999, the White Spot virus invaded shrimp farms in at least five Latin American countries: Honduras, Nicaragua, Guatemala, Panama, and
Ecuador, and in 2013-14 Early Mortality Syndrome wiped out most of the shrimp yields in the Asia Pacific region and Mexico. Secondly,
there is also a finite amount of coastline that can be used for shrimp production — eventually shrimp farms that are dependent
on the open ocean will have nowhere to expand. Again, this method is also an ecologically damaging and ultimately unsustainable system
for producing shrimp.
In
both the cases, the current method of shrimp production is unsustainable. As global populations rise and the demand for shrimp continues
to grow, the current system is bound to fall short. Shrimp trawling cannot continue to increase production without completely depleting
the oceans’ natural shrimp population. Trends in per-boat yield confirm that this industry has already crossed the overfishing
threshold, putting the global open-ocean shrimp population in decline. While open-air shrimp aquaculture may seem to address this problem,
it is also an unsustainable system that destroys coastal ecological systems and produces shrimp with very high chemical contamination
levels. Closed-system shrimp farming is clearly a superior alternative, but its unique challenges have prevented it from becoming a widely-available
alternative.
Of
the 1.9 billion pounds of shrimp consumed annually in the United States, over 1.5 billion pounds are imported — much of this from
developing countries’ shrimp farms. These farms are typically located in developing countries and use high levels of antibiotics
and pesticides that are not allowed under USDA regulations. As a result, these shrimp farms produce chemical-laden shrimp in an ecologically
unsustainable way.
Unfortunately,
most consumers in the United States are not aware of the origin of their store-bought shrimp or the shrimp that they consume in restaurants.
This lack of knowledge is due to a USDA rule that states that only bulk-packaged shrimp must state the shrimp’s country of origin;
any “prepared” shrimp, which includes arrangements sold in grocery stores and seafood markets, as well as all shrimp served
in restaurants, can simply be sold “as is.” Essentially, the foregoing means that most U.S. consumers may be eating shrimp
laden with chemicals and antibiotics. Our product is free of pesticide chemicals and antibiotics, a fact that we believe will be highly
attractive and beneficial in terms of our eventual marketing success.
Target
Markets
We
are establishing three target markets. The first market is live shrimp delivered to grocery stores and placed in aquariums, the second
is fresh-on-ice shrimp delivered through distribution channels to groceries and restaurants, and the third is fresh-on-ice shrimp ordered
via an eCommerce website delivered directly to the consumer. Our goal is to establish production systems and distribution centers in
regional areas of the United States as well as international distribution networks through joint venture partnerships throughout the
world. This should allow the Company to capture a significant portion of world shrimp sales by offering locally-grown, environmentally-friendly,
fresh shrimp at competitive wholesale prices.
According
to the Food and Agriculture Organization of the United Nations, the United States consumed over 1.9 billion pounds of shrimp in 2021,
second only to China in total consumption, with over 90% imported. According to Research and Markets, the worldwide shrimp market was
$18.3 billion in 2020 and is expected to reach $23.4 billion by 2026. According to SeafoodSource, in 2021 the United States Food and
Drug Administration (the “FDA”) refused 75 entry lines of antibiotic-contaminated shrimp, over twice as many entry lines
as was refused in 2020.
We
strive to build a profitable global shrimp production company. We believe that our foundational advantage is that we can deliver fresh,
organically grown, gourmet-grade shrimp, 52 weeks a year to retail and wholesale buyers in major market areas at competitive, yet premium,
prices. By locating regional production and distribution centers in close proximity to consumer demand, we can provide a fresh product
to customers within 24 hours after harvest. We believe that we can be the first to market and perhaps the sole weekly provider of fresh
shrimp. Based on existing demand and what we believe are the advantages of our process, we believe that we can capture as much market
share as our production capacity can support. The existing market demand, however, also might encourage new competitors to enter the
market, including competitors that might develop processes that directly compete with NaturalShrimp, which could result in our not being
able to capture the market share we anticipate.
Our
patented technology and eco-friendly, bio-secure production processes enable the delivery of a chemical and antibiotic-free, locally-grown
product that lives up to the Company’s mantra: “Always Fresh, Always Natural,” thereby addressing the issue of “unsafe”
imported seafood.
Our
Products
Product
Description
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. The Company is currently selling live shrimp to grocery stores outlets in Chicago and to stores and restaurants in Texas. 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.
Shrimp
Growth Period
Our
production system produces shrimp at a harvest size of 15 grams in 10 weeks for the live market and 23 grams in 13 weeks for the
fresh-on-ice market. We currently purchase post-larva shrimp that are approximately 10 days old. We plan to convert the Blairsburg,
Iowa facility into a hatchery for an estimated $500,000 after receipt of funds to control the supply of shrimp to each of our
facilities. Our full-scale production systems include nursery and grow-out tanks, projected to produce fresh shrimp 52 weeks per
year.
Distribution
and Marketing
We
plan to build environmentally friendly production systems near major metropolitan areas of the United States. Today, we have one, 40,000
square foot production facility in La Coste, Texas (near San Antonio) and three production facilities totaling 344,000 square feet in
Iowa. On January 4, 2021, the Company formed a limited liability company with Hydresnesis Aquaculture, LLC in order to negotiate with
local government for the construction of a production facility under available grant programs in Florida.
Because
our system is enclosed and also indoors, it is not affected by weather or climate and does not depend on ocean proximity. As such, we
believe that we will be able to provide, naturally grown, high-quality, fresh-never frozen shrimp to customers in major markets each
week. We believe that these characteristics will allow distribution companies that we partner with to leverage their existing customer
relationships by offering an uninterrupted supply of high-quality, fresh, and locally-grown shrimp. We plan to sell and distribute the
vast majority of our shrimp production through distributors, such as U.S. Foods in Texas markets, that have established customers and
sufficient capacity to deliver a fresh product within hours following harvest. We believe that we have the added advantage of being able
to market our shrimp as a fresh, natural, and locally-grown product using sustainable, eco-friendly technology, a key differentiation
from existing shrimp producers. Furthermore, we believe that our ability to advertise our product in this manner, along with the fact
that it is a locally-grown product, provides us with a marketing advantage over the competition. We expect to utilize distributors that
currently supply fresh seafood to upscale restaurants and supermarkets, country clubs, and retail stores whose clientele expect and appreciate
fresh, natural products.
Harvesting,
Packaging and Shipment
We
expect that each of our locations will include production, harvesting/processing and a general shipping and receiving area, in addition
to warehousing space for storage of necessary supplies and products required to grow, harvest, package, and otherwise make ready for
delivery, a fresh shrimp crop on a weekly basis to consumers in each individual market area within 24 hours following harvest.
The
seafood industry lacks a consistent source verification method to track seafood products as they move through countries and customs procedures.
With worldwide overfishing leading to declining shrimp freshness and sustainability around the world, it is vital for shrimp providers
to be able to realistically identify the source of their product. We have well-managed, sustainable facilities that are able to track
shrimp from hatchery to plate using environmentally responsible methods and intend to incorporate these methods in all our future facilities.
International
We
own 100% of NS Global, which was formed to create international partnerships and licensing for our platform technologies. Each international
partnership is expected to use the Company’s proprietary technology to penetrate shrimp markets throughout the world utilizing
existing food service distribution channels.
Go
to Market Strategy and Execution
Our
strategy is to acquire or develop regional production and distribution centers or joint ventures near major metropolitan areas throughout
the United States and internationally. Along with our La Coste facility that includes a 40,000 square foot production facility using
a new water treatment process. We have also purchased a 344,000 square foot production facilities and production assets from VBF. Our
current plans include a NaturalShrimp Iowa expansion, a La Coste, Texas expansion, and Hydrenesis joint ventures while developing regional
production and distribution centers near major markets, adding production centers in Florida, Nevada, and New York.
We
have sold live product to grocery stores at $10.50 per pound and we have an exclusive agreement with U.S. Foods to distribute fresh-on-ice
shrimp weekly to retail consumers at $10.50 to $14.00 per pound depending on size, which helps to validate our pricing strategy. Additionally,
we have developed an eCommerce website for on-line ordering and home delivery by the name of NaturalShrimp Harvest-Select to provide
fresh-chilled shrimp directly to consumers.
Current
Systems and Expansion
The
shrimp production facility rebuilt in La Coste, Texas is now using new patent-pending technologies the Company developed with
F&T and Hydrenesis. We expect this facility to produce approximately 5,000 pounds of shrimp every week starting in January 2025 requiring an estimated $500,000 to complete the retrofit. By staging the stocking
and harvests from tank to tank, it enables us to produce and therefore deliver fresh shrimp every week.
With
the purchase of our Iowa facilities from VBF, the Company is using the aforementioned platform technologies to retrofit 344,000
square feet of the existing Iowa facilities that we expect will, once fully operational, produce 15,000 pounds of shrimp per week
starting in September 2025 requiring an estimated $6M to complete the expansion. Therefore, the combined output from our La Coste,
Texas and Webster City, Iowa facilities will be approximately 20,000 pounds of shrimp production per week starting in September 2025 requiring a combined estimated total of $6.5M to complete the retrofit and expansion in
both facilities
The
regional production facilities to be located in Florida, Nevada, and New York are expected to begin construction from future funding.
These production centers are not surrounded by commercial shrimp production, and we believe that will create a high demand for fresh
shrimp in all of these locations. [In addition, the Company will continue to use undeveloped land it owns in La Coste (37 acres) and Iowa
(52 acres) to build as many systems as the Texas and our Midwest markets demand.
Competition
There
are a number of companies conducting research and development projects in their attempt to develop closed-system technologies in the
U.S., some with reported production and sales. Most North American shrimp farms are using a BioFloc System to intensify shrimp growth.
Since these are privately-held companies, it is not possible to know, with certainty, their state of technological development, production
capacity, need for water exchange, location requirements, financial status, and other matters. To the best of our knowledge, none are
producing significant quantities of shrimp relative to their local markets, and such fresh shrimp sales are likely confined to an area
near their production facility.
Additionally,
any new competitor would face significant barriers for entry into the market and would likely need years of research and development
to develop the proprietary technology necessary to produce similar shrimp at a commercially viable level. We believe that our technology
and business model set us apart from any current competition. It is possible that additional competitors will arise in the future, but
with the size and growth of the worldwide shrimp market, we are confident that many competitors could co-exist and thrive in the fresh
shrimp industry.
Intellectual
Property
The
following table provides information regarding our issued patents:
Patent
Document Number (Issued) |
|
Description |
|
Jurisdiction |
|
Type |
|
Date
Filed |
|
Date
Issued |
|
Expiration
Date |
|
Current
Ownership |
|
Currently
In Active Use |
|
Must
Be In Continued Use |
|
Will
Be Maintained Until a Third-Party Challenge |
US
Patent 10,163,199 B2 |
|
Recirculating
Aquaculture System and Treatment method of Aquatic Species |
|
United
States |
|
Utility* |
|
11/28/2016 |
|
12/25/2018 |
|
11/28/2036 |
|
Natural
Shrimp Inc |
|
Yes |
|
Yes |
|
Yes |
US
Patent 11,297,809 B1 |
|
Ammonia
Control in a Recirculating Aquaculture System |
|
United
States |
|
Utility* |
|
7/7/2021 |
|
4/12/2022 |
|
7/7/2041 |
|
Natural
Shrimp Inc |
|
Yes |
|
Yes |
|
Yes |
US
Patent 9,908,794 B2 |
|
Electrocoagulation
Chamber with Atmospheric & Pressurized Flow Regimes |
|
United
States |
|
Utility* |
|
5/25/2015 |
|
3/6/2018 |
|
5/25/2035 |
|
Natural
Shrimp Inc |
|
Yes |
|
Yes |
|
Yes |
* |
Utility
patents are granted to anyone who invents or discovers any new and useful process, machine, article of manufacture, or compositions
of matters, or any new useful improvement thereof. |
Patent
Document Number (Applied) |
|
Description |
|
Jurisdiction |
|
Date
Filed |
Application
No 17/895,906 |
|
Method
and Apparatus for removing specific contaminants from water in a recirculating or linear treatment system |
|
United
States |
|
8/25/2022 |
Trademarks |
|
Jurisdiction |
|
Live |
|
First
Used in Commerce |
|
Date
Filed |
|
Published
for Opposition |
|
Registration
Date |
|
Word
Mark |
|
Currently
In Active Use |
|
Must
Be In Continued Use |
|
Will
Be Maintained Until a Third Party Challenge |
6,122,073 |
|
United
States |
|
Yes |
|
12/31/2004 |
|
7/2/2019 |
|
5/26/2020 |
|
8/11/2022 |
|
NATURALSHRIMP |
|
Yes |
|
Yes |
|
Yes |
We
intend to take appropriate steps to protect our intellectual property.
There
are potential additional technical processes for which the Company may be able to file a patent. There are no assurances, however, that
such applications, if filed, would be issued and no right of enforcement is granted to a patent application. Therefore, the Company plans
to use a variety of other methods, including copyright registrations as appropriate, trade secret protection, and confidentiality and
non-compete agreements to protect its intellectual property portfolio.
Source
and Availability of Raw Materials
We
receive necessary raw materials from established suppliers, generally in a timely manner. Currently, we buy our feed from Zeigler, a
leading producer of aquatic feed. Post larvae shrimp are available from Sea Products Development in Texas and Homegrown Shrimp in Florida.
Notwithstanding
our current relationship with our suppliers of Post Larvae (PLs) shrimp, we have previously experienced temporary shortages and delays
as a result issues arising at their hatcheries. We have favorable contacts and past business dealings with other major shrimp feed producers
from which we can purchase required raw materials if our current suppliers are not available. In addition, we have also experienced supply-chain
problems that have restricted our access to needed equipment parts and supplies. However, we have been able to mitigate these issues
by modifying off-the-shelf readily available parts and equipment to work within our system.
Government
Approvals and Regulations
We
are subject to government regulation and require certain licenses. The following list includes regulations to which we are subject and/or
the permits and licenses we currently hold:
|
● |
Exotic
Species Permit (annual) required and issued by the Texas Parks and Wildlife Department (“TPWD”) relating to operation
of the Company’s facility in La Coste, Texas to raise exotic shrimp (non-native to Texas). This permit is currently active,
expiring on December 31, 2024. |
|
|
|
|
● |
Annual
permit issued by the Texas Commission on Environmental Quality (“TCEQ”). TCEQ regulates facility wastewater discharge.
The La Coste facility is rated Level 1 (Recirculation System with No Discharge). The Company’s technologies provide for zero
discharge, which makes it much easier to locate production facilities in various locations having strict environmental requirements. |
|
● |
The
Company has applied to register the La Coste facility with the FDA in case the Company decides to process the shrimp in the future at
this facility. However, the shrimp are currently delivered heads-on with no processing. |
|
|
|
|
● |
The
Company has applied to register the facility in Webster City, Iowa with the FDA in case the Company decides to process the shrimp
in the future at this facility. However, the shrimp are currently delivered heads-on with no processing. |
|
|
|
|
● |
Annual
aquaculture license issued by Iowa Department of Natural Resources in respect of the Webster City, Iowa facility to produce shrimp
in Iowa. |
We
are subject to certain regulations regarding the need for field employees to be certified. We strictly adhere to these regulations. The
cost of certification is an accepted part of expenses. Regulations may change and become a cost burden, but compliance and safety are
our main concern.
Market
Advantages and Corporate Drivers
We
consider the following to be our advantages in the marketplace:
|
● |
Early-mover
Advantage: We believe that we have an early-mover advantage via commercialized platform technologies in a large, growing market
with no significant competition yet identified. Most potential competitors are early-stage companies with limited production and
distribution. |
|
|
|
|
● |
Farm-to-Market:
This factor has significant advantages including reduced transportation costs and a product that we believe is more attractive to
local consumers. |
|
|
|
|
● |
Bio-secured
Building: Our process is a re-circulating, highly-filtered water technology in an indoor-regulated environment. External pathogens
are excluded. |
|
|
|
|
● |
Eco-friendly
Technology: Our closed-loop, recirculating system has no ocean water exchange requirements, does not use chemical or antibiotics
and therefore is sustainable, eco-friendly, environmentally sound, and produces a superior-quality shrimp that is totally natural. |
|
|
|
|
● |
Availability
of Weekly Fresh Shrimp: Assures consumers of optimal freshness, taste, and texture of product, which we believe will command
premium prices. |
|
|
|
|
● |
Sustainability:
Our naturally grown product does not deplete wild supplies, has no by-catch kill of marine life, does not damage sensitive ecological
environments, and avoids potential risks of imported seafood. |
Although
we have the patented technology and concomitant trade secrets necessary to grow shrimp in commercial quantities in a recirculating, enclosed
system, and believe that we have significant advantages in this market, we face competitive challenges from various directions. As noted
above, the market for fresh shrimp is significant and attractive and could potentially lead to the development of new technologies that
may compete with ours or copycat technologies that infringe on our patents and/or trade secrets.
Outside
forces over which we have no control, such as supply chain issues, may create unforeseen obstacles that could hinder our ability to meet
production goals. Further, weather may damage those companies from whom we purchase post-larvae shrimp and prohibit us from satisfying
its contractual commitments to third party purchasers of our shrimp. Further, there might not be a sufficient pool of potential employees
with the technical education and skills we require to staff and operate our intended new facilities in the locations in which we intend
to expand.
Diversity,
Equity and Inclusion
Much
of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels. We believe
that our business benefits from the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive
and positive culture based on our shared mission and values.
Environmental,
Social and Governance
Our
commitment to integrating sustainability across our organization begins with our Board of Directors, or the Board. The Nominating and
Governance Committee of the Board has oversight of strategy and risk management related to Environmental, Social and Governance, or ESG.
All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well
as for adhering to our Code of Ethics and Business Conduct, including our policies on bribery, corruption, conflicts of interest and
our whistleblower program. We encourage employees to come to us with observations and complaints, ensuring we understand the severity
and frequency of an event in order to escalate and assess accordingly. Our Chief Compliance Officer strives to ensure accountability,
objectivity, and compliance with our Code of Conduct. If a complaint is financial in nature, the Audit Committee Chair is notified concurrently,
which triggers an investigation, action, and report.
We
are committed to protecting the environment and attempt to mitigate any negative impact of our operations. We monitor resource use, improve
efficiency, and at the same time, reduce our emissions and waste. We are systematically addressing the environmental impacts of the buildings
we rent as we make improvements, including adding energy control systems and other energy efficiency measures. Waste in our own operation
is minimized by our commitment to reduce both single-use plastics and operating paper-free, primarily in a digital environment. We have
safety protocols in place for handling biohazardous waste in our labs, and we use third-party vendors for biohazardous waste and chemical
disposal.
Corporate
and Available Information
Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are available
free of charge though our website (http://www.naturalshrimp.com) as soon as practicable after such material is electronically filed with,
or furnished to, the Securities and Exchange Commission (the “SEC”). Except as otherwise stated in these documents, the information
contained on our website or available by hyperlink from our website is not incorporated by reference into this report or any other documents
we file, with or furnish to, the SEC.
Human
Capital Management
Employees
As of July 11, 2024, we had 20 employees, 19 of whom were full-time employees
and one who was part-time. In addition, we retain the services of outside consultants
for various functions including engineering, finance, accounting and business development services. None of our employees are covered
by collective bargaining agreements. We believe that we have good relations with our employees. We believe that our future success will
depend, in part, on our continued ability to attract, hire, and retain qualified personnel. In particular, we depend on the skills, experience,
and performance of our senior management and engineering and technical personnel. We compete for qualified personnel with other aquaculture
industries.
We
provide competitive compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs
(which vary by country/region and employment classification) include incentive compensation plan, pension, healthcare and insurance benefits,
paid time off, family leave, and on-site services, among others. We also use targeted equity-based grants with vesting conditions to
facilitate retention of personnel, particularly for our key employees.
Contractors
As
of July 11, 2024, we retain 5 consultants and independent contractors.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks described below together with all of the other information included in our public filings before
making an investment decision with regard to our securities. The statements contained in this document that are not historic facts are
forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those
set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occur,
our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could
decline, and you may lose all or part of your investment. Moreover, additional risks not presently known to us or that we currently deem
less significant also may impact our business, financial condition, or results of operations, perhaps materially. For additional information
regarding risk factors, see “Forward-Looking Statements.”
Risks
Related to Our Business and Industry
The
market for our product may be limited, and as a result our business may be adversely affected.
The
feasibility of marketing our product has been assumed to this point and there can be no assurance that such assumptions are correct.
It is possible that the costs of development and implementation of our shrimp production technology may be too expensive to market our
shrimp at a competitive price. It is likewise possible that competing technologies will be introduced into the marketplace before or
after the introduction of our product to the market, which may affect our ability to market our product at a competitive price.
Furthermore,
there can be no assurance that the prices we determine to charge for our product will be commercially acceptable or that the prices that
may be dictated by the market will be sufficient to provide to us sufficient revenues to profitably operate and provide a financial return
to our investors.
Our
business and operations are affected by the volatility of prices for shrimp.
Our
business, prospects, revenues, profitability, and future growth are highly dependent upon the prices of and demand for shrimp. Our ability
to borrow and to obtain additional capital on attractive terms is also substantially dependent upon shrimp prices. These prices have
been and are likely to continue to be extremely volatile for seasonal, cyclical, and other reasons. Any substantial or extended decline
in the price of shrimp will have a material adverse effect on our financing capacity and our prospects for commencing and sustaining
any economic commercial production. In addition, increased availability of imported shrimp can affect our business by lowering commodity
prices. This could reduce the value of inventories, held both by us and by our customers, and cause many of our customers to reduce their
orders for new products until they can dispose of their higher-cost inventories.
Market
demand for our products may decrease.
We
face competition from other producers of seafood as well as from other protein sources, such as pork, beef, and poultry. The bases on
which we expect to compete include, but may not be limited to:
● |
price; |
● |
product
quality; |
● |
brand
identification; and |
● |
customer
service. |
Demand
for our products will be affected by our competitors’ promotional spending. We may be unable to compete successfully on any or
all of these bases in the future, which may have a material adverse effect on our revenues and results of operations.
Moreover,
although historically the logistics and perishability of seafood has led to regionalized competition, the market for fresh and frozen
seafood is becoming increasingly globalized as a result of improved delivery logistics and improved preservation of the products. Increased
competition, consolidation, and overcapacity may lead to lower product pricing of competing products that could reduce demand for our
products and have a material adverse effect on our revenues and results of operations.
Competition
and unforeseen limited sources of supplies in the industry may result in occasional spot shortages of equipment, supplies, and materials.
In particular, we may experience possible unavailability of post-larvae and materials and services used in our shrimp production facilities.
Such unavailability could result in increased costs and delays to our operations. If we cannot find the products, equipment, supplies,
and materials that we need on a timely basis, we may have to suspend our production plans until we find the products, equipment, and
materials that we need.
Our
expansion plans for our shrimp production facilities reflects our current intent and is subject to change.
Our
current expansion plans are subject to change, and the continuance of such plans will depend on the following factors, among others:
● |
availability
and cost of capital; |
● |
current
and future shrimp prices; |
● |
costs
and availability of post-larvae shrimp, equipment, supplies, and personnel necessary to conduct these operations; |
● |
the
success or failure of system design and activities in similar areas; |
● |
changes
in the estimates of the costs to complete production facilities; and |
● |
the
decisions of operators and future joint venture partners. |
We
will continue to gather data about our production facilities, and it is possible that additional information may cause us to alter our
schedule or determine that a certain facility should not be pursued at all.
Our
product is subject to regulatory approvals and if we fail to obtain such approvals, our business may be adversely affected.
Most
of the jurisdictions in which we operate will require us to obtain a license for each facility that we own and operate in that jurisdiction.
We have obtained and currently hold a license to own and operate each of our facilities where a license is required. In order to maintain
the licenses, we have to operate our current farms and, if we pursue acquisitions or construction of new farms, we will need to obtain
additional licenses to operate those farms, where required. We are also exposed to dilution of the value of our licenses where a government
issues new licenses to fish farmers other than us, thereby reducing the current value of our fish-farming licenses. Governments may change
the way licenses are distributed or otherwise dilute or invalidate our licenses. If we are unable to maintain or obtain new fish-farming
licenses or if new licensing regulations dilute the value of our licenses, this may have a material adverse effect on our business.
It
is possible that regulatory authorities could make changes in regulatory rules and policies, and we would not be able to market or commercialize
our product in the intended manner and/or the changes could adversely impact the realization of our technology or market potential.
Failure
to ensure food safety and compliance with food safety standards could result in serious adverse consequences for us.
As
our end products are for human consumption, food safety issues (both actual and perceived) may have a negative impact on the reputation
of and demand for our products. In addition to the need to comply with relevant food safety regulations, it is of critical importance
that our products are safe and perceived as safe and healthy in all relevant markets.
Our
products may be subject to contamination by food-borne pathogens, such as Listeria monocytogenes, Clostridia, Salmonella and E. Coli
or contaminants. As these pathogens and substances are found in the environment, there is a risk that one or more of these organisms
and pathogens can be introduced into our products as a result of improper handling, poor processing hygiene, or cross-contamination by
us, the ultimate consumer, or any intermediary. We have little, if any, control over handling procedures once we ship our products for
distribution. Furthermore, we may not be able to prevent contamination of our shrimp by pollutants such as polychlorinated biphenyls,
or PCBs, dioxins, or heavy metals.
An
inadvertent shipment of contaminated products may be a violation of law and may lead to product liability claims, product recalls (which
may not entirely mitigate the risk of product liability claims), increased scrutiny, and penalties, including injunctive relief and plant
closings, by regulatory agencies, as well as adverse publicity.
Increased
quality demands from authorities in the future relating to food safety may have a material adverse effect on our business, financial
condition, results of operations, or cash flow. Legislation and guidelines with tougher requirements are expected and may imply higher
costs for the food industry. In particular, the ability to trace products through all stages of development, certification, and documentation
is becoming increasingly required under food safety regulations. Further, limitations on additives and use of medical products in the
farmed shrimp industry may be imposed, which could result in higher costs for us.
The
food industry, in general, experiences high levels of customer awareness with respect to food safety and product quality, information,
and traceability. We may fail to meet new and exacting customer requirements, which could reduce demand for our products.
Our
success is dependent upon our ability to commercialize our shrimp production technology.
Prior
to fiscal year 2021, we had been engaged primarily in the research and development of our technology. Therefore, we have a limited operating
history upon which current and potential investors can evaluate our prospects. Our prospects must be considered in light of the risk,
uncertainties, expenses, delays, and difficulties associated with the establishment of a business in the evolving food industry, as well
as those risks encountered in the shift from development to commercialization of new technology and products or services based upon such
technology.
While
we have developed our first commercial system that employs our technology, additional work is required to incorporate that technology
into a system capable of accommodating thousands of customers, which is the minimum capability that we believe is necessary to compete
in the marketplace.
Our
shrimp production technology may not operate as intended.
Although
we have successfully tested our technology, our approach, which is still fairly new in the industry, may not operate as intended or may
be subject to other factors that we have not yet considered. These may include the impact of new pathogens or other biological risks,
low oxygen levels, algal blooms, fluctuating seawater temperatures, predation, or escapes. Any of the foregoing may result in physical
deformities to our shrimp or affect our ability to increase shrimp production, which may have a material adverse effect on our operations.
Furthermore, even if we are able to successfully manage these factors, our ability to grow healthy shrimp at a commercially scalable
rate may be limited.
Our
success is dependent upon our ability to protect our intellectual property.
Our
success will depend in part on our ability to obtain and enforce protection for our intellectual property in the United States and other
countries. It is possible that our intellectual property protection could fail. It is possible that the claims for patents or other intellectual
property protections could be denied or invalidated or that our protections will not be sufficiently broad to protect our technology.
It is also possible that our intellectual property will not provide protection against competitive products or will not otherwise be
commercially viable.
Our
commercial success will depend in part on our ability to commercialize our shrimp production without infringing on patents or proprietary
rights of others. We cannot guarantee that other companies or individuals have not or will not independently develop substantially equivalent
proprietary rights or that other parties have not or will not be issued patents that may prevent the sale of our products or require
licensing and the payment of significant fees or royalties in order for us to be able to carry on our business.
We
will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.
As
our business strategies develop, we must add additional managerial, operational, financial, and other personnel. Future growth will impose
significant added responsibilities on members of management, including:
● |
identifying,
recruiting, integrating, maintaining, and motivating additional personnel; |
● |
managing
our internal development efforts effectively, while complying with our contractual obligations to contractors and other third parties;
and |
● |
improving
our operational, financial and management controls, reporting systems, and procedures. |
Our
future financial performance will depend, in part, on our ability to effectively manage any future growth and our management may also
have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of
time to managing these growth activities.
We
currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors,
and consultants to provide certain services. There can be no assurance that the services of these independent organizations, advisors,
and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition,
if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants
is compromised for any reason, we may not be able to advance our business. There can be no assurance that we will be able to manage our
existing consultants or find other competent outside contractors and consultants on economically reasonable terms, if at all. If we are
not able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may
not be able to successfully implement the tasks necessary to further develop our business initiatives and, accordingly, may not achieve
our research, development, and commercialization goals.
These
and other risks associated with our planned international operations may materially adversely affect our ability to attain or maintain
profitable operations.
Risks
Related to Financing Our Business
Management
has determined that there are factors that raise substantial doubt about our ability to continue as a going concern.
The accompanying consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming
we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course
of business. For the fiscal year ended March 31, 2024, we had a net loss available for common stockholders of approximately $16.3 million.
At March 31, 2024, we had an accumulated deficit of approximately $183.8 million and a working capital deficit of approximately $38.1
million. These factors raise substantial doubt about our ability to continue as a going concern, within one year from the issuance date
of this report. Our ability to continue as a going concern is dependent on our ability to raise the required additional capital or debt
financing to meet short and long-term operating requirements. We may also encounter business endeavors that require significant cash commitments
or unanticipated problems or expenses that could result in a requirement for additional cash. As we continue to raise additional funds
through the issuance of equity or convertible debt securities, the percentage ownership of our current stockholders could be reduced,
and such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all. If adequate funds are not available to us or are not available on acceptable terms, we may not be able
to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations.
If we are unable to obtain the necessary capital, we may have to cease operations.
The
expansion of our technology and operations in Webster City, Iowa will require significant capital expenditures for which we may be
unable to obtain sufficient financing.
Our
need for additional capital may adversely affect our financial condition. Even prior to the loss of our plant in La Coste by fire or
the purchase of the VBF assets in Webster City, Iowa, we had no sustained history of earnings and have operated at a loss since we commenced
business. We have relied, and continue to rely, on external sources of financing to meet our capital requirements, to continue developing
our proprietary technology, to build our production facilities, and to otherwise implement our corporate development and investment strategies.
We
plan to obtain the future funding that we will need through the debt and equity markets, but there can be no assurance that we will be
able to obtain additional funding when it is required. If we fail to obtain the funding that we need when it is required, we may have
to forego or delay potentially valuable opportunities to build shrimp production facilities or default on existing funding commitments
to third parties. Our limited operating history may make it difficult to obtain financing in the future.
Our
ability to generate positive cash flows is uncertain.
To
develop and expand our business, we will need to make significant up-front investments in our manufacturing capacity and incur research
and development, sales and marketing, and general and administrative expenses. In addition, our growth will require a significant investment
in working capital. Our business will require significant amounts of working capital to meet our production requirements and support
our growth.
We
cannot provide any assurance that we will be able to raise the capital necessary to meet these requirements. If adequate funds are not
available or are not available on satisfactory terms, we may be required to significantly curtail our operations and may not be able
to fund our production requirements once they commence - let alone fund expansion, take advantage of unanticipated acquisition opportunities,
develop, or enhance our products, or respond to competitive pressures. Any failure to obtain such additional financing could have a material
adverse effect on our business, results of operations, and financial condition.
We
have a history of operating losses and anticipate future losses and may never be profitable.
We
have experienced significant operating losses in each period since we began investing resources in our production of shrimp. These losses
have resulted principally from research and development, sales and marketing, and general and administrative expenses associated with
the development of our business. During the fiscal year ended March 31, 2024, we recorded a net loss available for common stockholders
of approximately $16.3 million, or $0.02 per share, as compared with approximately $17.5 million, or $0.02 per share, for the year ended
March 31, 2023. We expect to continue to incur operating losses until we reach sufficient commercial scale of our product to cover our
operating costs. We cannot be certain when, if ever, we will become profitable. Even if we were to become profitable, we might not be
able to sustain such profitability on a quarterly or annual basis.
Because
we may never have net income from our operations, our business may fail.
We
have no history of revenues and profitability from operations. There can be no assurance that we will ever operate profitably. Our success
is significantly dependent on uncertain events, including successful development of our technology, establishing satisfactory manufacturing
arrangements and processes, and distributing and selling our products.
Before
receiving revenues from sales to customers of our products, we anticipate that we will incur increased operating expenses without realizing
any revenues. We therefore expect to incur significant losses. If we are unable to generate significant revenues from sales of our products,
we will not be able to earn profits or continue operations. We can provide no assurance that we will generate any revenues or ever achieve
profitability. If we are unsuccessful in addressing these risks, our business will fail, and investors may lose all of their investment
in our Company.
Our
insurance coverage may be inadequate to cover all significant risk exposures.
We
will be exposed to particular and heightened liabilities as a result of the products we provide. As our products are intended to be ingested
by natural persons, we have a heightened level of liability because a problem with our product is more likely to cause injury than many
other consumer products. In addition, seafood in particular has a higher risk of contamination or causing food-borne illness than many
other types of foods. While we intend to maintain insurance, the amount of our insurance coverage may not be adequate to cover all claims
or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not
possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage
on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, and results of operations.
We do not have any business interruption insurance. Any business disruption or natural disaster could result in substantial costs and
diversion of resources.
Our
margins fluctuate, which leads to further uncertainty in our profitability model.
While
we will have the potential ability to negotiate prices that benefit our clients and affect our profitability as it garners market-share
and increases our book of business, margins in the aquaculture business are fluid, and our margins vary based upon production volume
and the customer. This may lead to continued uncertainty in margins from quarter to quarter.
Risks
Related to Doing Business in Foreign Countries
Our
operations in foreign countries are subject to political, economic, legal, and regulatory risks.
The
following aspects of political, economic, legal, and regulatory systems in foreign countries create uncertainty with respect to many
of the legal and business decisions that we make:
● |
cancellation
or renegotiation of contracts due to uncertain enforcement and recognition procedures of judicial decisions; |
● |
disadvantages
of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices
Act; |
● |
changes
in foreign laws or regulations that adversely impact our business; |
● |
uncertainty
regarding tariffs that may be imposed against certain international countries from time-to-time; |
● |
changes
in tax laws that adversely impact our business, including, but not limited to, increases in the tax rates and retroactive tax claims; |
● |
royalty
and license fee increases; |
● |
expropriation
or nationalization of property; |
● |
currency
fluctuations; |
● |
foreign
exchange controls; |
● |
import
and export regulations; |
● |
changes
in environmental controls; |
● |
business
interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the outbreak of COVID-19); |
● |
risks
of loss due to civil strife, acts of war and insurrection; and |
● |
other
risks arising out of foreign governmental sovereignty over the areas in which our operations are conducted. |
Consequently,
our development and production activities in foreign countries may be substantially affected by factors beyond our control, any of which
could materially adversely affect our business, prospects, financial position, and results of operations. Furthermore, in the event of
a dispute arising from our operations in other countries, we may be subject to the exclusive jurisdiction of courts outside the United
States or may not be successful in subjecting non-U.S. persons or entities to the jurisdiction of the courts in the United States, which
could adversely affect the outcome of a dispute.
The
cost of complying with governmental regulations in foreign countries may adversely affect our business operations.
We
may be subject to various governmental regulations in foreign countries. These regulations may change depending on prevailing political
or economic conditions. In order to comply with these regulations, we believe that we may be required to obtain permits for producing
shrimp and file reports concerning our operations. These regulations affect how we carry on our business, and in order to comply with
them, we may incur increased costs and delay certain activities pending receipt of requisite permits and approvals. If we fail to comply
with applicable regulations and requirements, we may become subject to enforcement actions, including orders issued by regulatory or
judicial authorities requiring us to cease or curtail our operations or take corrective measures involving capital expenditures, installation
of additional equipment, or remedial actions. We may be required to compensate third parties for loss or damage suffered by reason of
our activities and may face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments
to current laws, regulations, and permit requirements governing our operations and activities could affect us in a materially adverse
way and could force us to increase expenditures or abandon or delay the development of shrimp production facilities.
Our
international operations will involve the use of foreign currencies, which will subject us to exchange rate fluctuations and other currency
risks.
We
currently have no revenues from international operations. In the future, however, any revenues and related expenses of our international
operations will likely be generally denominated in local currencies, which will subject us to exchange rate fluctuations between such
local currencies and the U.S. dollar. These exchange rate fluctuations will subject us to currency translation risk with respect to the
reported results of our international operations, as well as to other risks sometimes associated with international operations. In the
future, we could experience fluctuations in financial results from our operations outside of the United States, and there can be no assurance
we will be able, contractually or otherwise, to reduce the currency risks associated with our international operations.
Risks
Related to Ownership of our Common Stock
We
have limited capitalization and may require financing, which may not be available.
We
have limited capitalization, which increases our vulnerability to general adverse economic and industry conditions, limits our flexibility
in planning for or reacting to changes in our business and industry and may place us at a competitive disadvantage to competitors with
sufficient or excess capitalization. If we are unable to obtain sufficient financing on satisfactory terms and conditions, we will be
forced to curtail or abandon our plans or operations. Our ability to obtain financing will depend upon a number of factors, many of which
are beyond our control.
The
trading of our common stock may have liquidity fluctuations.
Although
our common stock is listed for quotation on the OTCQB, under the symbol “SHMP”, and the trading volume of our stock has increased
significantly over the last three calendar years, such liquidity may not continue to be sustainable. As a result, any trading price of
our common stock may not be an accurate indicator of the valuation of our common stock. Any trading in our shares could have a significant
effect on our stock price. If the public market for our common stock declines, then investors may not be able to resell the shares of
our common stock that they have purchased and may lose all of their investment. No assurance can be given that an active market will
continue or that a stockholder will be able to liquidate their shares of common stock without considerable delay, if at all. Furthermore,
our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations,
as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations
may adversely affect the market price and liquidity of our common stock.
Our
stock price may be volatile.
The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:
● |
actual
or anticipated variations in our quarterly operating results; |
● |
changes
in our business or potential earnings estimates; |
● |
our
ability to obtain adequate working capital financing; |
● |
changes
in market valuations of similar companies; |
● |
publication
(or lack of publication) of research reports about us; |
● |
changes
in applicable laws or regulations, court rulings, enforcement, and legal actions; |
● |
loss
of any strategic relationships; |
● |
additions
or departures of key management personnel; |
● |
actions
by our stockholders (including transactions in our shares); |
● |
speculation
in the press or investment community; |
● |
increases
in market interest rates, which may increase our cost of capital; |
● |
changes
in our industry; |
● |
competitive
pricing pressures; |
● |
our
ability to execute our business plan; and |
● |
economic
and other external factors. |
In
addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our common stock.
Our
existing stockholders may experience significant dilution from the sale of our common stock pursuant to certain financing agreements.
The
sale of our common stock pursuant to conversion of preferred stock or other convertible instruments, or pursuant to our equity line financing
will have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower
our stock price, the greater the impact of dilution under these financing agreements. If our stock price decreases, then our existing
shareholders would experience greater dilution for any given dollar amount raised through such financing.
The
perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock.
Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in
short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further
contribute to progressive price declines in our common stock.
Our
stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit
a stockholder’s ability to buy and sell our stock.
Our
stock is categorized as a “penny stock”, as that term is defined in SEC Rule 3a51-1, which generally provides that “penny
stock”, is any equity security that has a market price (as defined) less than US $5.00 per share, subject to certain exceptions.
Our securities are covered by the penny stock rules, including Rule 15g-9, which impose additional sales practice requirements on broker-dealers
who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to
a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s
account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s
confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny
stock rules may affect the ability of broker-dealers to trade our securities and reduces the number of potential investors. We believe
that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
According
to SEC Release No. 34-29093, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse.
Such patterns include: (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter
or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3)
boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive
and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters
and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses. The occurrence of these patterns or practices could increase the future volatility of our share
price.
FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In
addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least
some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,
which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
To
date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.
We
do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available
to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently
intend to retain all earnings for our operations.
The
existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and
may discourage lawsuits against our directors, officers and employees.
Our
bylaws contain indemnification provisions for our directors, officers and employees, and we have entered into indemnification agreements
with our officer and directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover
the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant
costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly
discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful,
might otherwise benefit us and our stockholders.
If
we fail to develop or maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in our financial
reporting.
We
are subject to the risk that sometime in the future, our independent registered public accounting firm could communicate to the board
of directors that we have deficiencies in our internal control structure that they consider to be “significant deficiencies.”
A “significant deficiency” is defined as a deficiency, or a combination of deficiencies, in internal control over financial
reporting such that there is more than a remote likelihood that a material misstatement of the entity’s financial statements will
not be prevented or detected by the entity’s internal control over financial reporting.
Effective
internal control over financial reporting is necessary for us to provide reliable financial reports and effectively prevent fraud. If
we cannot provide reliable financial reports or prevent fraud, we could be subject to regulatory action or other litigation and our operating
results could be harmed. As set forth in this report, as of March 31, 2024, Company management assessed the effectiveness of our internal
control over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) based on the criteria for effective
internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Management concluded that, during the fiscal
year ended March 31, 2024, the Company’s internal control over financial reporting was not effective. Management realized that
there were deficiencies in the design or operation of the Company’s internal control over financial reporting that adversely affected
it and that management considers to be material weaknesses. Such material weakness in our internal control over financial reporting have
not been remedied.
The
ineffectiveness of NaturalShrimp’s internal control over financial reporting was due to the following material weaknesses, which
are indicative of many small companies with small number of staff:
● |
Inadequate
segregation of duties consistent with control objectives; |
● |
Lack
of independent members of the board of directors (as of the balance sheet date) and the absence of an 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. |
Company
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 its staff required to meet the financial reporting requirements of a public company; |
● |
Establish
an independent board of directors 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, Securities and Exchange Commission
(the “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 operations on existing controls and procedures. |
Company
management will continue to monitor and evaluate the relevance of its risk-based approach and the effectiveness of our internal control
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.
Further,
a material weakness in the effectiveness of internal control over financial reporting could result in an increased chance of fraud and
the loss of customers, reduce our ability to obtain financing, and require additional expenditures to comply with these requirements,
each of which could have a material adverse effect on our business, results of operations, and financial condition. For additional information,
see Item 9A – Controls and Procedures.
If
we are unable to implement and maintain effective internal control over financial reporting, including as applicable standards governing
internal control are modified, supplemented, or amended from time to time, we may not be able to ensure that we can conclude on an ongoing
basis that we have effective internal control over financial reporting. Failure to achieve and maintain effective internal control over
financial reporting could cause us to face regulatory action and cause investors to lose confidence in our reported financial information,
either of which could adversely affect the value of our common stock.
General
Risk Factors Applicable to the Company
If
we lose our key management and technical personnel, our business may be adversely affected.
In
carrying out our operations, we rely upon a small group of key management and technical personnel including our Chief Executive Officer
and President, Chief Operating Officer and Chief Technology Officer, and Chief Financial Officer. An unexpected partial or total loss of the services of
any of our executive officers could be detrimental to our business.
Our
Chief Financial Officer and Treasurer does not devote his full time to the Company.
We
are highly dependent on the services of William Delgado, our Chief Financial Officer and Treasurer. Although Mr. Delgado allocates a
significant amount of time to the Company and is active in our management, he does not devote his full time and attention to us. In
addition to his positions with the Company, Mr. Delgado is also President, Chief Executive Officer, and Chief Financial Officer of
Eco-Growth Strategies, Inc., a Hawaii based bottled water company, and
Chief Executive Officer and Chairman of the Board of Global Digital Solutions, Inc., a transportation technology company. Mr. Delgado may also become involved in additional ventures
from time to time.
Worldwide
economic and social instability could adversely affect our revenue, financial condition, and results of operations.
The
health of the global economy, and the credit markets and the financial services industry in particular, as well as the stability of the
social fabric of our society, will affect our business and operating results. For example, the credit and financial markets may continue
to be adversely affected by the current conflict between Russia and Ukraine and measures taken in response thereto. If the credit markets
are not favorable, we may be unable to raise additional financing when needed or on favorable terms. Our customers may experience financial
difficulties or be unable to borrow money to fund their operations, which may adversely impact their ability to purchase our products
or to pay for our products on a timely basis, if at all.
General
inflation, including rising energy prices, and interest rates and wages could have negative impacts on our business by increasing our
operating costs and our borrowing costs as well as decreasing the capital available for our customers to purchase our products. General
inflation in the United States, Europe and other geographies has risen to levels not experienced in recent decades. Additionally, inflation
and price volatility may cause our customers to reduce use of our products would harm our business operations and financial position.
We
need to raise additional funds and such funds may not be available on acceptable terms or at all.
We
may consider issuing additional debt or equity securities in the future to fund our business plan, for potential acquisitions or investments,
or for general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders
may experience dilution, and the new equity or debt securities may have rights, preferences, and privileges senior to those of our existing
stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring
us to pay additional interest expenses. We may not be able to obtain financing on favorable terms, or at all, in which case, we may not
be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive
pressures.
As
the owner of real estate, we are subject to risks under environmental laws, the cost of compliance with which and any violation of which
could materially adversely affect us.
Our
operating expenses could be higher than anticipated due to the cost of complying with existing and future laws and regulations. Various
environmental laws may impose liability on the current or prior owner or operator of real property for removal or remediation of hazardous
or toxic substances. Current or prior owners or operators may also be liable for government fines and damages for injuries to persons,
natural resources, and adjacent property. These environmental laws often impose liability regardless of whether the owner or operator
knew of, or was responsible for, the presence or disposal of the hazardous or toxic substances. The cost of complying with environmental
laws could materially adversely affect our results of operations, and such costs could exceed the value of our applicable facility. In
addition, the presence of hazardous or toxic substances, or the failure to properly manage, dispose of, or remediate such substances,
may adversely affect our ability to use, sell, or rent our property or to borrow using our property as collateral which, in turn, could
reduce our revenue and our financing ability. We have not engaged independent environmental consultants to assess the likelihood of any
environmental contamination or liabilities and have not obtained a Phase I environmental assessment on our properties. Even if we did
obtain a Phase I environmental assessment report, however, such reports are limited in scope and might not reveal all existing material
environmental contamination.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
Applicable.
ITEM
1C. CYBERSECURITY
Risk
management and strategy
Management
of material risks from cybersecurity threats is integrated into the Company’s overall risk management processes and is monitored
as an enterprise risk. To that extent, the Company has engaged with a third-party service provider, DATAECON, in order to help manage
its ongoing cybersecurity risk. This includes processes that are put in place in order to oversee and identify risks from cybersecurity
threats associated with its use of any third-party service provider.
During
our fiscal year ended March 31, 2023 , the email of one of our executive officers was hacked by an unknown third party. Utilizing
the hacked email of our executive officer, the unknown third party requested a $100,000 payment from one of our investors. In response
to the email, the investor wired the $100,000 payment to a bank account provided in the email. The investor funds were not recovered,
and the Company was required to make certain restitution to the investor (via the issuance of common shares). As a result of the incident,
the Company engaged with DATAECON in order to reduce the potential of such cybersecurity risks going forward.
Governance
While
the board of directors does not have any formal oversight of risks from cybersecurity threats, it is important to note that, as discussed
in Part III of this filing, our board of directors is comprised solely of Messrs. Easterling, Delgado and Untermeyer. As such, pursuant
to the information provided below, all risks from cybersecurity threats our immediately shared with the board of directors.
Our
chief technology officer (the “CTO”), Tom Untermeyer, is responsible for managing the Company’s cybersecurity risk.
Mr. Untermeyer has served as the Company’s CTO since 2015. His business experience includes systems engineering, program development
and technical management. Further, Mr. Untermeyer holds a Bachelor of Science in Electrical Engineering from St. Mary’s University.
As NaturalShrimp is a small company with a limited number of employees, any cybsecurity threat or incident is immediately brought to
the attention of Mr. Untermeyer. Further, as noted above, Mr. Untermeyer will then immediately inform his fellow board members including
Mr. Easterling and Mr. Delgado.
ITEM
2. PROPERTIES
Our
principal offices are located at 13601 Preston Road, Suite E1092, Dallas, Texas 75240, where we pay $2,063 per month under an operating
lease that expires on March 31, 2027.
We
intend to rebuild our 8,000 square foot water treatment plant and maintain, own and operate a 40,000 square foot production facility
on 37 acres at 833 County Road 583, La Coste, Texas.
We
own 344,000 square feet of production facilities consisting of:
|
● |
270,000
square feet on 13 acres at 401 Des Moines Street, Webster City, Iowa; |
|
|
|
|
● |
50,000
square feet on 20 acres at 2567 190th Street, Blairsburg, Iowa; and |
|
|
|
|
● |
24,000
square feet on 20 acres at 12282 200th Street, Radcliffe, Iowa. |
Our
registered agent is Business Filings Incorporated, located at 701 S. Carson Street, Suite 200, Carson City, Nevada 89701.
ITEM
3. LEGAL PROCEEDINGS
From
time to time, we may become involved in actions, claims, suits, and other legal proceedings arising in the normal course of our business.
Neither NaturalShrimp nor its subsidiaries are currently a party, nor is any of our property subject, to any actions, claims, suits,
or other legal proceedings the outcome of which, in management’s opinion, would, if determined adversely to us, individually or
in the aggregate have a material adverse effect on our business, financial condition, or results of operations.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Our
common stock is quoted on the OTCQB tier of the OTC Markets Group quotation system under the symbol “SHMP.” On July 11, 2024,
the closing price of our common stock reported by the OTC Markets was $0.010 per share.
Transfer
Agent
Our
transfer agent is TranShare Corporation, 15500 Roosevelt Blvd, Suite 302, Clearwater, FL 33760. Their telephone number is (303) 662-1112.
Holders
of Common Stock
As of July 11, 2024, there were approximately 522 shareholders of record
of our common stock. As of such date, 1,175,827,812 shares were issued and outstanding.
Dividends
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase
our working capital and do not anticipate paying any cash dividends in the foreseeable future.
Securities
Authorized for Issuance Under Equity Compensation Plans
There
were no equity compensation plans formally approved by the shareholders of the Company as of March 31, 2024.
Recent
Sales of Unregistered Securities
We
have previously disclosed in our quarterly reports on Form 10-Q and current reports on Form 8-K filed since April 1, 2023, all sales
of securities without registration under the Securities Act of 1933, as amended, during the fiscal year ended March 31, 2024.
Issuer
Purchases of Equity Securities
During
the fiscal year ended March 31, 2024, we did not repurchase any of our equity securities.
ITEM
6. [RESERVED]
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary
Notice Regarding Forward Looking Statements
The
information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected
in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes
that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in
this report.
We
desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This report
contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business,
strategies, products, future results and events, and financial performance. All statements made in this report other than statements
of historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates
will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives,
statements expressing general optimism about future operating results, and non-historical information, are forward looking statements.
In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means
of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements
are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could
differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements.
We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers
should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections
about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described
below), and apply only as of the date of this report. Our actual results, performance or achievements could differ materially from the
results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include,
but are not limited to, the risks to be discussed in this Annual Report on Form 10-K and in the press releases and other communications
to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our
business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise. For additional information regarding forward-looking statements, see “Forward-Looking Statements”
at the beginning of this report and our Risk Factors under Item 1A of this report.
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.
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 15,000 pounds of shrimp per week. We believe that the combined output
from our La Coste, Texas and Iowa facilities will be approximately 20,000 pounds of shrimp production per week by the third calendar quarter
of 2025.
Recent
Material Events
Fires
at Texas Facility
On
March 18, 2020, our research and development plant in La Coste, Texas was destroyed by a fire. The majority of the damage was to our
pilot production plant, which comprised approximately 35,000 square feet of the total size of the production facilities at the La Coste
location, but the fire did not impact the separate greenhouse, reservoirs, or utility buildings. The Company used the proceeds from its
subsequent insurance claim to rebuild a 40,000 square foot production building at the La Coste facility and to repurchase the equipment
needed to replace what was lost in the fire.
On
July 3, 2022, a building containing our water treatment and purification system in La Coste, Texas (the “Water Treatment Plant”)
was completely destroyed in a fire. The Water Treatment Plant is a separate building consisting of approximately 8,000 square feet located
apart from the production building, which was not damaged. The Company received $700,000 from its insurance company for the claim it
filed for the fire damage. The Company used the proceeds from the insurance to acquire and replace necessary equipment that had been
destroyed in the fire. Due to the damage caused by the fire, the Company has written off approximately $1.8 million of the fixed assets
and $325,000 of the accumulated depreciation, which, less the $700,000 insurance settlement, resulted in the recognition of a $869,379
loss due to fire for the year ended March 31, 2023.
Results
of Operations
Comparison
of the Year Ended March 31, 2024 to the Year Ended March 31, 2023
Revenue
We
had gross sales revenue of $446,301 and $238,685 during the fiscal years ended March 31, 2024 and 2023, respectively, which represents
an increase of $207,616, or 87.0%.
Our
increase in gross sales revenue during fiscal year 2024 as compared to the prior year was a result of the revenue recognized in the current
year of $300,000 as a result of a six-month agreement the Company entered into with a company for the use of the NSI Technologies. During
the same period in the prior year our sale of shrimp was primarily to two customers who engaged with the Company for a specific trial
period. After the trial period, the parties could have, but decided not to, negotiate and execute a long-term distribution agreement.
We
had net revenues of $320,606 and $37,832, respectively, during the fiscal years ended March 31, 2024 and 2023. The increase in net revenues
for fiscal 2024 is the result of the increase in gross sales revenue, which was primarily driven by the cost of sales in 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 $125,695 and $200,853, respectively, during the fiscal years ended March 31, 2024 and 2023. The decrease in cost of sales
relates to the decrease in sales of shrimp during our fiscal year ended March 31, 2024 as compared to the same period in the prior
year.
Operating
Expenses
The
following table summarizes the various components of our operating expenses for each of the fiscal years ended March 31, 2024 and March
31, 2023:
| |
Years Ended March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Salaries and related expenses | |
$ | 1,936,572 | | |
$ | 2,060,237 | |
Professional fees | |
| 3,374,748 | | |
| 1,358,185 | |
Other general and administrative expenses | |
| 1,525,497 | | |
| 2,415,749 | |
Rent | |
| 43,062 | | |
| 89,524 | |
Facility operations | |
| 772,196 | | |
| 1,936,296 | |
Research and development | |
| - | | |
| 190,855 | |
Depreciation | |
| 1,737,825 | | |
| 1,795,427 | |
Amortization | |
| 1,470,000 | | |
| 1,470,000 | |
Total | |
$ | 10,859,900 | | |
$ | 11,316,273 | |
Operating
expenses for the fiscal year ended March 31, 2024, decreased by approximately $0.5 million, or 4.0%, as compared to operating expenses
for the fiscal year ended March 31, 2023, primarily as a result of a decrease in various expenses of approximately $2.5 million, offset
by an increase of approximately $2.0 million in professional fees.
Decreases
during fiscal year 2024 compared to the prior fiscal year included approximately $1.2 million, or 60.1%, in facility operations based
on progress in the production of our goods to be sold, resulting in some of these costs being now recognized in cost of goods sold. The
basic general and administrative costs, grouped together, also decreased in the current year compared to the prior year, by approximately
$890,000, or 36.9%, as a result of the Company attempting to reduce some general expenses. During the current period there was no research
and development work being done, so therefore there was a decrease of approximately $190,000, or 100% as compared to the same period
in the prior year. The Company also decreased their salaries and wages by approximately $124,000, or 6.0% in the current period. All
of these decreases were offset by the current year’s increase in professional fees, of $2,017,000, or 148.5%. The increase was
primarily driven by $1,336,000 in the prior year that was Deferred offering costs recognized as an asset in relationship to the Yotta
Merger Agreement, but upon the termination of the merger agreement the Deferred offering costs were expensed in professional fees. Additionally,
included in this professional fees increase was 40,100,000 common shares issued to consultants, with a fair value of $604,700. The depreciation
and amortization amounts were similar over the two years.
Other
Income (Expense)
The
following table summarizes the various components of our other income (expenses) for each of the years ended March 31, 2024 and March
31, 2023:
| |
Year Ended March 31, | |
| |
2024 | | |
2023 | |
Interest expense | |
$ | (73,924 | ) | |
$ | (2,273,353 | ) |
Interest expense – related parties | |
| (35,051 | ) | |
| (16,022 | ) |
Amortization of debt discount | |
| (56,868 | ) | |
| (5,019,883 | ) |
Change in fair value of derivative liability | |
| - | | |
| 811,000 | |
Change in fair value of warrant liability | |
| 331,000 | | |
| 3,568,000 | |
Change in fair value of restructured notes | |
| (5,162,366 | ) | |
| (2,842,132 | ) |
Gain on extinguishment of debt | |
| - | | |
| 2,383,088 | |
Extension fee | |
| (190,000 | ) | |
| (575,100 | ) |
Gain on settlement of accrued expenses | |
| - | | |
| 124,202 | |
Loss due to fire | |
| - | | |
| (869,379 | ) |
Gain on termination of lease | |
| 32,375 | | |
| - | |
Gain on sale of machinery and equipment | |
| 91,717 | | |
| - | |
Total | |
$ | (5,063,117 | ) | |
$ | (4,709,579 | ) |
Other
Income (expense) for the year ended March 31, 2024, decreased from the year ended March 31, 2023, by approximately $354,000, or 7.5%.
A majority of the change is a result of the extinguishment and restructuring of the Senior and August Restructured notes, as of November
4, 2022. Due to the extinguishment, in the prior year there was a gain on extinguishment of debt, as well as the amortization of the
remaining debt discount on the two notes, and a deletion of a derivative liability. This was in the prior year an expense of approximately
$5.0 million related to the removal of the original debt discounts for the two notes, with an amortization of the recognized debt discounts
on the original issuance of the notes through November 4, 2022, offset by a gain on extinguishment of approximately $2.4 million, which
are both basically a 100% difference to the present year. Additionally, the derivative liability related to the extinguished debt, which
had a change in fair value with a recognition of income in the prior year of $811,000, was removed as part of the extinguishment and
new recognition of the restructured notes. The restructured notes were elected to be accounted for under the fair value option, revalued
each period end until settlement, with an increase of approximately $2.4 million in the expense recognized for the change in fair value
between the two year ends. Further, under the ASC 825 fair value option, the interest expense is not recognized separately from the fair
value of the restructured notes, and therefore, there is a decrease in interest expense of approximately $2.2 million, or 96.7%. These
changes as an outcome of the extinguishment of the debt resulted in a total decrease in expenses of approximately $4.0 million. In the
current period, there was an increase in the expense for the change in fair value of the restructured notes payable of approximately
$2.3.
The
Company originally recognized the warrant liability in December 2021 and re-measures it to fair value at each period-end. The decrease
in the fair value as of March 31, 2024, resulted in a $331,000 recognition as income during the year ended March 31, 2024, compared to
a decrease in fair value as of March 31, 2023, which resulted in $3,568,000 in income during the year ended March 31, 2023.
The
$869,379 loss due to fire during the year ended March 31, 2023, was the result of the destruction by fire of the Company’s building
containing its water treatment and purification system in La Coste, Texas.
The
Company recognized $575,100 for paying a portion of an extension expense related to the Merger Agreement, as a result of the Business
Combination not being closed by the first extension date of January 23, 2023, and the second extension date of April 23, 2023.
Liquidity,
Financial Condition and Capital Resources
At
March 31, 2024, we had cash on hand of $115,525 and a working capital deficit of approximately $38.1 million, compared to cash on hand
of $216,465 and a working capital deficit of approximately $9.3 million at March 31, 2023. The decrease in working capital for the year
ended March 31, 2024, is mainly due to the Senior Restructured Note fair value of $27,120,000 being reclassed to current liabilities
based on the maturity date now being current, and an approximate $1.5 million decrease in current
assets, as discussed in further detail below.
Total
current assets were approximately $381,000 at March 31, 2024 compared to $1,882,000 at March 31, 2023. The major decrease in current
assets at March 31, 2024, compared to March 31, 2023, is the result of the approximate $1,336,000 balance of the Deferred offering costs
which were expensed due to the termination of the Merger Agreement. Additionally, there was a use of the cash on hand of approximately
$101,000 and the current period expense of approximately $117,000 of Prepaid expenses.
Total
current liabilities increased from $11.2 million at March 31, 2023 to $38.5 million at March 31, 2024. The change in current
liabilities is mainly the result of the reclass of the Restructured Senior note payable to current liability, the removal
of the derivative liability of $13.1 million fair value related to the restructured convertible note and the decrease in the warrant
liability fair value of $3.6 million at March 31, 2023, partially offset by the new notes payable and the increase in accounts
payable and other accrued expenses and accrued interest.
Working
Capital Deficiency
The
following table summarizes our working capital deficiency at March 31, 2024 and 2023:
| |
March 31, | | |
March 31, | |
| |
2024 | | |
2023 | |
Current assets | |
$ | 381,135 | | |
$ | 1,882,371 | |
Current liabilities | |
| 38,528,534 | | |
| 11,221,783 | |
Working capital deficiency | |
$ | 38,147,399 | | |
$ | 9,339,412 | |
Current
assets decreased during the year ended March 31, 2024, primarily because of the termination of the Merger Agreement resulting in the
expense of the $1,336,263 of Deferred offering costs. Also contributing to the decrease in current assets was the expense of Prepaid
expenses assets, and the use of $101,000 of our cash on hand. The increase in current liabilities during the year ended March 31, 2024,
is primarily due to the reclassification of the Restructured Senior note payable, with a fair value as of the end of the current year
of $27,120,000, as well as the $240,000 increase in the fair value of the Restructured August note payable, an increase in accrued interest,
related parties, of approximately $716,000, and the issuance of $140,000 of notes payable to related parties. This was offset by the
decrease in the fair value of the warrant liability of $331,000, and a decrease in accrued interest of approximately $816,000, based
on the recognition of the related restructured notes at its fair value under ASC 825 at approximately $2.2 million.
Cash
Flows
The
following table summarizes our cash flows for each of the fiscal years ended March 31, 2024 and March 31, 2023:
| |
Years Ended March 31, | |
| |
2024 | | |
2023 | |
Net cash used in operating activities | |
$ | (3,875,138 | ) | |
$ | (5,858,646 | ) |
Net cash provided by (used in) investing activities | |
| 121,490 | | |
| (1,848,447 | ) |
Net cash provided by financing activities | |
| 3,652,708 | | |
| 6,189,518 | |
Net change in cash | |
$ | (100,940 | ) | |
$ | (1,517,575 | ) |
Net
cash used in operating activities during the year ended March 31, 2024, was approximately $2.0 million less as compared to the year ended
March 31, 2023. The decrease in cash used is primarily due to the increase in the change in fair value of the restructured notes payable,
the decrease in the change in fair value of the warrant liability, the decrease accrued interest related to the restructured notes payable.
The deferred offering costs was an increase in assets during the prior year, and a reduction in assets when expensed in the current year.
The
net cash provided by investing activities in the year ended March 31, 2024 decreased by approximately $1,975,000 compared to net cash
used by investing activities for the same period in the prior fiscal year. During the current period cash was only used to purchase approximately
$43,000 and offset by $169,000 received for the sale of machinery and equipment as compared to cash used to purchase fixed assets which
consists of approximately $2,548,000 for the prior year period, offset by $700,000 of cash received for the sale of machinery and equipment.
The
net cash provided by financing activities decreased by approximately $2,561000 between periods. For the current period, the Company received
approximately $3,169,000 for the sale of shares of common stock, $150,000 from the sale of Series E Preferred Shares, $194,000 for the
sale of the new Series G Preferred Shares and $140,000 from promissory notes with related parties. In the same period in the prior year
the Company received $3,076,000 for the sale of shares of common stock and $250,000 proceeds from related party promissory notes. In
the prior period, as a result of the restructuring of two of the notes, the Company had received a net amount of $1,465,000 based on
$4,865,000 from the original August promissory note offset by the removal of $3,900,000 that had been held in escrow until the restructuring
of the August promissory note, as well as receiving $1,500,000 that had been held in escrow from the restructured convertible note they
entered into in December of 2021.
Recent
Financing Arrangements and Developments
Short-Term
Debt 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 34.4% and 33.9% as of March 31, 2024 and 2023, respectively. The line of credit is unsecured. The balance
of the line of credit was $9,580 at both March 31, 2024 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 18.5% and 18.0% as of March 31, 2024 and 2023, respectively. The line of credit is secured by assets of
the Company’s subsidiaries. The balance of the line of credit was $10,237 as of both March 31, 2024 and March 31, 2023.
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 ended 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 year ended March 31, 2024, the Company sold 11,981,706 shares of common stock at a net amount of approximately $376,000, at a share
price of $0.03, of the GHS Purchase Agreement.
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.
In
the three months ended September 30, 2023, the Company sold 31,808,246 shares of common stock at a net amount of approximately $566,000,
at share price of $0.02 related to the Equity Financing Agreement.
In
the three months ended December 31, 2023, the Company sold 44,843,442 shares of common stock at a net amount of approximately $459,000,
at share prices ranging from $0.01 to $0.02, in relation to the Equity Financing Agreement. Included in this amount, on October 31, 2023,
the Company issued GHS 7,868,985 shares of common stock, for no purchase price, as consideration resulting from GHS receiving a phishing
email informing them to wire a purchase price to an incorrect bank, resulting in the Company not receiving the wire and for which GHS
resent a second wire to the Company’s correct bank.
In
the last quarter ending March 31, 2024, the Company sold 100,816,636 shares of common stock at a net amount of approximately $845,000,
at share prices of $0.008 through $0.009, in relation to the Equity Financing Agreement.
GHS
2023 Purchase Agreement
On
May 9, 2023, the Company entered into a purchase agreement (the “GHS 2023 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 2023 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 2023 Purchase Agreement. The “Purchase Price”
means, with respect to a purchase made pursuant to the GHS 2023 Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS 2023
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 2023 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 2023 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.
In
the three months ended June 30, 2023, the Company sold 28,205,605 shares of common stock at a net amount of approximately $923,000, at
share prices ranging from $0.03 to $0.04 related to the GHS 2023 Purchase Agreement.
Series
G Preferred Stock
On
December 1, 2023, the Board authorized the issuance of 10,000 preferred shares to be designated as Series G Preferred Stock (“Series
G Preferred Stock”). The Series G Preferred Stock have a par value of $0.0001, a stated value of $1,200 and dividends at the rate
of 8% per annum, payable quarterly, to be paid in cash or in-kind, at the discretion of the Company. The Series G Preferred Stock will
vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations. The Series G Preferred
Stock is required to be redeemed by the Company no later than one calendar year from the date of its issuance. The Series G Preferred
Stock are also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice,
at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date
thereof; (b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance
date thereof; (c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date
thereof. The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice
to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption. The Holder shall
have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the
consummation of a qualified offering. The conversion price is based on the discounted market price which is the lower of: (i) A fixed
price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA; or (ii) 100% of the
lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request,
subject to adjustment. As the redemption feature is mandatorily redeemable within one year of the issuance date, with a substantive conversion
option, the Series G Preferred Stock would not fall under liability classification but is to be classified as mezzanine equity.
Series
G Preferred Equity Offering
On
December 14, 2023, the Company entered into a Securities Purchase Agreement for the sale of 110 shares of Series G Preferred Stock at
a price of $1,000 per share of preferred stock, for a total of $110,000. The Purchaser also received an “Equity Incentive”,
which was an additional 35 Series G Preferred Stock issued to the Purchaser at the initial closing and deemed to be earned at the time
of its issuance. Following the initial closing, the Company and Purchaser shall mutually agree from time to time for the Company to sell
and the Purchaser to purchase up to 400 shares of Series G Preferred Stock at a price of $1,000 per share in separate closings. The Series
G Preferred Stock will earn a dividend of 8% 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.
On December 19, 2023, the Company received an initial tranche of $110,000 under the SPA, less $13,000 for legal and commission fees.
The $77,000 discount will be accreted up to the redemption price over the one-year period until redemption. As of December 31, 2023,
the accretion for the Series G Preferred Stock was $3,000.
On
January 24, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $120,000,
less $3,000 for legal and commission fees. The $23,000 discount will be accreted up to the redemption price over the one-year period
until redemption.
On
February 23, 2024, the Company entered into a consulting agreement in which it was required to issue the consultant a retainer fee to
be either $180,000 in cash or $200,000 in shares of the Company’s preferred stock. The Company issued 200 of their Series G, with
a stated value of $240,000. The $40,000 discount will be accreted up to the redemption price over the one-year period until redemption.
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. On
November 17, 2023, the Company received an extension of the maturity date to June 30, 2024, for a $5,000 extension fee.
On
November 8, 2023, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the original note was partitioned into a $132,000 new promissory note, leaving the original January 2023 Note with an adjusted balance
of $499,968. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common stock
issued had a fair value of $160,000 based on the market price of the shares of $0.016 on the execution date, resulting in an excess of
$28,000 to be recognized as a financing expense.
On
January 17, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $99,450 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $400,518. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $110,000 based on the market price of the shares of $0.011 on the execution date, resulting in an excess
of $10,550 to be recognized as a financing expense.
On
February 22, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $91,800 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $313,718. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $190,000 based on the market price of the shares of $0.019 on the execution date, resulting in an excess
of $98,200 to be recognized as a financing expense.
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. The Merger Agreement was terminated , and management believes the promissory note will be settled in the Breakup Fee.
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. The Merger Agreement was terminated, and management believes the promissory note will be settled in the Breakup
Fee.
Restructured
August Note Payable
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 Business Combination has not yet closed, and therefore
the outstanding balance on the August Note increased by 2% per month, in the amount of approximately $144,000, as of March 31, 2023. The
Merger had 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 13) On
November 20, 2023, the maturity date was extended to June 30, 2024.
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. The August Note was revalued as of March 31, 2024 at approximately $2,640,000,
with a change in fair value of approximately $240,000 in the current year recognized in the accompanying Consolidated Statement of Operations.
We revalued the August Note as of March 31, 2023 at approximately $2.4 million, with a change in fair value of approximately $467,000
recognized in the Company’s Consolidated Statement of Operations.
Promissory
Note — related parties
On
August 10, 2022, the Company entered into a loan agreement for an aggregate of $300,000 with employee and family member 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, 2024 and 2023, the interest expense was approximately
$50,000 and $22,000, respectively.
Restructured
Senior Note Payable
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 March 31, 2023, the Business Combination had not yet closed, and therefore the outstanding balance of the Restructured
Senior Note increased 2% per month, in the amount of approximately $1,336,000 as of March 31, 2023. 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 13). Based on the
termination in July of 2023, the equal monthly payments were to begin on September 20, 2023. On November 20, 2023, the Investor issued
a waiver to the Company on the equal monthly payments, which are not currently required to be paid.
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. The Restructured Senior Note was revalued as of March 31, 2024 at approximately
$27,120,000, with a change in fair value of approximately $5,830,000 recognized in the Company’s accompanying Consolidated Statement
of Operations. We revalued the Restructured Senior Note as of March 31, 2023 at approximately $21.3 million, with a change in fair value
of approximately $2.4 million recognized in the Company’s Consolidated 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. As of March 31, 2023, 170 shares of Series E Preferred Stock were outstanding to this
holder.
During
the year ended March 31, 2023, 1,300 shares of Series E Preferred Stock were converted into 14,458,127 shares of common stock. During
the year ended March 31, 2022, 2,400 shares of Series E Preferred Stock were converted into 8,228,572 shares of common stock. As of March
31, 2023 there were 1,670 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 year ended March 31,
2024, the Company had a net loss available for common stockholders of approximately $15,808,000. As of March 31, 2024, the Company had
an accumulated deficit of approximately $183,341,000 and a working capital deficit of approximately $37,698,000. 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 report.
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 year ended March 31, 2024, the Company received net cash proceeds
of approximately $3,169,000 from the sale of shares of its common stock, approximately $344,000 from the sale of preferred shares and
$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. Not including funds needed for capital expenditures
or to pay down existing debt and trade payables, however, 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 the NaturalShrimp Common Stock. 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.
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 Annual Report on Form
10-K for the fiscal years ended March 31, 2024 and 2023. 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
derivative and warrant liabilities are Level 3 fair value measurements.
Basic
and Diluted Earnings/Loss per Common Share
Basic and diluted earnings or
loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance with ASC 260 – 10
“Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number
of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive
common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted
average number of shares of common stock outstanding (denominator) during the period. For the year ended March 31, 2024, the Company had
5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 1,116,482,000
underlying common shares, 1,656 of Series E Redeemable Convertible Preferred shares whose approximately 5,678,000 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 267,836,000 underlying common shares, 445 of Series G Redeemable Convertible
Preferred shares whose approximately 66,750,000 underlying shares are convertible at the investors’ option at a conversion price
based on the discounted market price of $0.008 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 year ended March 31, 2023, the Company had 5,000,000 Series A Convertible Preferred
Stock which would be converted at the holder’s option into approximately 803,124,000 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 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 3,192,000
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
192,750,000 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.
Impairment
of Long-lived Assets and 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 the fair values are reduced for the cost to dispose.
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.
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
Issued Accounting Standards
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic
280) Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable
segments. The amendments require enhanced disclosure for certain segment items and required disclosure on how management uses reported
measures to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied
to determine reportable segments. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning
in the first quarter of fiscal 2026. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
In
December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation,
and 2) information on cash income taxes paid. Additionally, specific disclosures related to unrecognized tax benefits and indefinite
reinvestment assertions were removed. For public business entities, the new requirements will be effective for annual periods beginning
after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early
adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
As
of March 31, 2024, 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.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
Applicable.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
information called for by Item 8 is included following the “Index to Financial Statements” on page F-1 contained in this
annual report on Form 10-K.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are
designed to ensure 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 disclosure controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls
and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.
Our
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 of the end of the period covered by this report. Based upon
that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that our disclosure
controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
and Rule 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision
of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements
for external reporting purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Material
Weakness in Internal Control over Financial Reporting
Management
assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2024 based on the criteria
for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on this assessment, management
has determined that the Company’s internal control over financial reporting as of March 31, 2024 was not effective. Management
realized that there were deficiencies in the design or operation of our internal control over financial reporting that adversely affected
it and that management considers to be material weaknesses. Such material weaknesses in our internal control over financial reporting
have not been remedied.
The
ineffectiveness of our internal control over financial reporting was due to the following material weaknesses, which are indicative of
many small companies with small number of staff:
● |
Inadequate
segregation of duties consistent with control objectives; |
● |
Lack
of independent board of directors (as of the balance sheet date) and absence of an 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. |
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 and an audit committee (which the company intends to implement at the time of the completion of
the Business Combination) 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 operations on existing controls and procedures. |
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.
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the
SEC that permit us to provide only management’s report in this annual report, which may increase the risk that weaknesses or deficiencies
in our internal control over financial reporting go undetected.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2024 that have materially
affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set
forth below are the present directors and executive officers of the Company. Except as set forth below, there are no other persons who
have been nominated or chosen to become directors, nor are there any other persons who have been chosen to become executive officers.
Other than as set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant
to which such person was selected as a director or an officer.
Name |
|
Age |
|
Position |
|
Since |
Gerald
Easterling |
|
76 |
|
Chief
Executive Officer, President and Director |
|
2015 |
William
Delgado |
|
65 |
|
Treasurer,
Chief Financial Officer and Director |
|
2014 |
Tom
Untermeyer |
|
65 |
|
Chief
Operating Officer, Chief Technology Officer and Director |
|
2019 |
William
Steven Walker |
|
73 |
|
General
Counsel and Secretary |
|
2022 |
The
Board of Directors is comprised of only one class. All of the directors serve for a term of one year and until their successors are elected
at the Company’s annual shareholders meeting and are qualified, subject to removal by the Company’s shareholders. Each executive
officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of
the Board of Directors and is qualified.
Our
Board of Directors believes that all members of the Board and all executive officers encompass a range of talent, skill, and experience
sufficient to provide sound and prudent guidance with respect to our operations and interests. The information below with respect to
our directors and executive officers includes each individual’s experience, qualifications, attributes, and skills that led our
Board of Directors to the conclusion that he or she should serve as a director and/or executive officer.
Biographies
of Executive Officers and Directors
Set
forth below are brief accounts of the business experience during at least the past five years of each director and executive officer
of the Company.
Gerald
Easterling – Chief Executive Officer, President and Director
Mr.
Easterling has served as President and a director of the Company since January 2015 and as its Chief Executive Officer since August 2019.
He also co-founded and has served as President and a director of NSH since its inception in 2001. Mr. Easterling has over 40 years’
experience in the food business and related industries. From 1995 to 2001, Mr. Easterling was Chief Executive Officer and Chairman of
the Board of Excel Vending Companies, headquartered in Austin, Texas, which utilized the Café Quick patented customer automated
fast food vending equipment. He was co-founder and served as President and a Director of Cafe Quick Enterprises, Inc., a Dallas-headquartered
company that designed, developed, and patented both packaging and the Café Quick automated fast food vending equipment. Café
Quick licensed the patented technology manufacturing rights both domestically and internationally, from 1988 to 2008. Mr. Easterling
has also served as a member of the board of directors of NSC and NS Global since 2001.
Our
Board of Directors believes that Mr. Easterling is qualified to serve as a director because of his business experience, including his
experience as a director of companies in industries similar to those as the Company, as described above.
William
J. Delgado – Treasurer, Chief Financial Officer and Director
Mr.
Delgado has served as Chief Financial Officer and Treasurer of the Company since July 2015 and as a Director since May 2014. He also
served as President of the Company from May 2014 through January 2015. Mr. Delgado has served as a Director of Global Digital Solutions,
Inc. (“GDSI”), a publicly traded company that provides cyber arms technology and complementary security and technology solutions,
since 2005 and as its Chief Executive Officer and Chairman of the Board since May 2016. He also previously served as GDSI’s President
and Chief Executive Officer and Chief Financial Officer from August 2004 to August 2013 and as its Executive Vice President in charge
of business development from August 2013 to May 2016. He has also served as the President, Chief Executive Officer, and Chief Financial
Officer of Eco-Growth Strategies, Inc., a nutraceutical company developing a range of CBD-based products, since May 2007.
Mr.
Delgado began his career with Pacific Telephone in the Outside Plant Construction. He later transferred to their network engineering
group and concluded his career at Pacific Bell as the Chief Budget Analyst for the Northern California region. Prior to that, in 1991
Mr. Delgado founded and served as President of All Star Telecom, specializing in Open Settlement Protocol construction and engineering
and systems cabling. All Star Telecom was sold to International FiberCom, which provided a wide variety of services and equipment to
the telecommunications, cable television and other related industries, in 1999 and Mr. Delgado served as Executive Vice President of
International FiberCom until 2002. Thereafter, Mr. Delgado served as President and Chief Executive Officer of Pacific Comtel in San Diego,
California, a provider of structured cabling design, installation, and maintenance for companies, governments, and educational institutions,
that was acquired by GDSI in 2004. Mr. Delgado holds a BS with honors in Applied Economics from the University of San Francisco and Graduate
studies in Telecommunications Management at Southern Methodist University.
Our
Board of Directors believes that Mr. Delgado is qualified to serve on our board because of his business experience, including his experience
in management and as a director of public companies including GDSI and International FiberCom, as described above.
Thomas
Untermeyer – Chief Operating Officer, Chief Technology Officer and Director
Mr.
Untermeyer co-founded NSH and invented the initial technology behind its computer-controlled shrimp-raising system acquired by the Company
in 2015 and that forms the core of its business. He has served as a director of the Company since September 2020, as its Chief Operating
Officer since September 2019, its Chief Technology Officer since January 2015, and as its Secretary from September 2020 through February
2021. Prior to the Company’s acquisition of NSH in 2015 he had been an engineering consultant to NSH since 2001. From 1981 to 2017
Mr. Untermeyer served as a Senior Program Manager with Southwest Research Institute, an independent and nonprofit applied research and
development organization in San Antonio, Texas. His business experience includes systems engineering, program development, and technical
management. Mr. Untermeyer has spent his entire career in the process of defining, designing, and developing electronic products and
systems for both commercial and government clients. This has included small design programs to large multi-million dollar programs involving
large multidisciplinary teams composed of software, electrical, and mechanical engineers. Mr. Untermeyer holds a Bachelor of Science
in Electrical Engineering from St. Mary’s University.
Our
Board of Directors believes that Mr. Untermeyer is qualified to serve on the board because of his technical expertise and historical
knowledge of our business.
William
Steven Walker – General Counsel and Secretary
Mr.
Walker was licensed in the State of Texas in November 1976 and has been engaged in the private practice of law since March 1983. Since
1983, Mr. Walker has been a solo practitioner specializing in corporate law, oil and gas transactions and litigation. Mr. Walker has
served as the Company’s General Counsel since July 2022 and Secretary since February 2021. He served as the original General Counsel
of NSH from 2001 to 2015 and on its board of directors from 2001 to 2015. Mr. Walker brings a wide range of experience to the Company
and also has historical knowledge of the Company’s history. Mr. Walker is a graduate of the University of Texas and received his
law degree from Saint Mary University School of Law.
Family
Relationships
There
are no family relationships between or among any of our directors and executive officers.
Involvement
in Certain Legal Proceedings
No
director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in
Item 401(f) of Regulation S-K in the past 10 years.
Meetings
of the Board; Committees
Our
Board of Directors held one formal meeting in the fiscal year ended March 31, 2024. Otherwise, all proceedings of the Board of Directors
were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors.
Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according
to the Nevada Revised Statutes and the bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors
duly called and held. We do not presently have a policy regarding director attendance at meetings.
We
do not currently have a standing audit, nominating or compensation committee of the Board of Directors, or any committee performing similar
functions. Our Board of Directors performs the functions of audit, nominating and compensation committees.
Audit
Committee
Our
Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Exchange Act. Instead,
the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue
to do so until such time as a separate audit committee has been established.
Audit
Committee Financial Expert
We
currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation
S-K, as we have not yet created an audit committee of the Board of Directors.
Nominations
to the Board of Directors
Our
directors play a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered
based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social
perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.
In
addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly,
we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities
to the Company.
In
carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally
place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s
Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o NaturalShrimp
Incorporated, 13601 Preston Road, Suite E1092, Dallas, Texas 75240.
Director
Nominations
As
of March 31, 2024, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board
of Directors.
Board
Leadership Structure and Role on Risk Oversight
Gerald
Easterling currently serves as our Principal Executive Officer and President and CEO. We have determined that our leadership structure
was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate
the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company. It is
anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in our
risk oversight function.
Compensation
Committee Interlocks and Insider Participation
No
interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company,
nor has any interlocking relationship existed in the past.
Code
of Ethics
We
have adopted a written code of ethics that applies to our chief executive officer and chief financial officer. A copy of such code of
ethics is available upon written request to the Company.
ITEM
11. EXECUTIVE COMPENSATION
General
Philosophy
Our
Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.
The
following summary compensation table indicates the cash and non-cash compensation earned from the Company during the fiscal years ended
March 31, 2024 and 2023 by our current principal executive officer and each of the other two highest paid executives whose total compensation
exceeded $100,000 during those years.
Summary
Compensation Table
Name and Principal Position | |
Year | |
Salary | | |
Bonus | | |
Stock Awards | | |
All Other Compen- sation | | |
Total | |
Gerald Easterling, | |
2024 | |
$ | 180,000 | | |
$ | - | | |
$ | - | | |
$ | 14,385 | | |
$ | 194,385 | |
Chairman of the Board, President and CEO (1) | |
2023 | |
$ | 180,000 | | |
| - | | |
| - | | |
$ | 14,385 | | |
$ | 194,385 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
William Delgado, | |
2024 | |
$ | 160,000 | | |
$ | - | | |
$ | - | | |
$ | 9,132 | | |
$ | 169,132 | |
CFO (2) | |
2023 | |
$ | 160,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 160,000 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Tom Untermeyer, | |
2024 | |
$ | 160,000 | | |
$ | - | | |
$ | - | | |
$ | 8,910 | | |
$ | 168,910 | |
COO, CTO (3) | |
2023 | |
$ | 160,000 | | |
$ | - | | |
$ | | | |
$ | 8,910 | | |
$ | 168,910 | |
(1) |
Mr. Easterling is entitled to receive medical insurance
reimbursement, of which $0 and $5,590 was paid during the fiscal years ended March 31, 2024 and 2023, respectively, and $11,180 was
accrued at March 31, 2024. Mr. Easterling is also entitled to an automobile allowance of $500 per month, of which $0 and $4,000 was
paid during the fiscal year ended March 31, 2024 and 2023 and $8,000 was accrued for March 31, 2024. As of March 31, 2024, Mr.
Easterling was owed $232,500 for accrued and unpaid wages. The accrued amount represents his entire salary for fiscal year 2024 and a portion of his salary for fiscal year
2023. |
(2) |
As of March 31, 2024, Mr. Delgado was owed $206,667 for
accrued and unpaid wages. The accrued amount represents his entire salary for fiscal year 2024 and a portion of his salary for fiscal
year 2023. Mr. Delagado is also eligible to receive healthcare reimbursement, of which $9,132 was paid during our fiscal year ended March
31, 2024. |
|
|
(3) |
As of March 31, 2024 and 2023, Mr. Untermeyer was owed
$270,667 and $110,667, respectively, for accrued and unpaid salary. The accrued amount represents his entire salary for fiscal year 2024 and a portion of his salary for fiscal year
2023. Mr. Untermeyer is entitled to receive medical insurance
reimbursement, of which $0 was paid during the fiscal year ending March 31, 2024 and $3,714 was accrued and unpaid. Mr. Untermeyer
is also entitled to an automobile allowance of $500 per month, of which $0 was paid during the fiscal year ended March 31, 2024 and
$8,000 was accrued and unpaid. |
Employment
Agreements
Gerald
Easterling
As
of April 1, 2015, the Company entered into an employment agreement with Gerald Easterling as the Company’s President, as amended
pursuant to an amendment thereto dated as of May 21, 2021. The agreement as amended provides for an annual base salary of $180,000 and
that Mr. Easterling may also receive one or more bonuses at such times and in such amounts as determined in the sole discretion of the
Company’s Board of Directors. Mr. Easterling is also entitled to certain benefits including health insurance, reimbursement of
cell phone costs, and a monthly $500 car allowance.
Mr.
Easterling’s employment agreement terminates automatically upon his death. In addition, the Company may terminate the agreement
because of Mr. Easterling’s Total Disability or for certain events constituting Cause, in each case as defined in the agreement,
or without Cause. Mr. Easterling may terminate his employment agreement for certain events constituting Good Reason, as defined in the
agreement, or without Good Reason.
The
agreement provides that in the event that Mr. Easterling is terminated without Cause or resigns for Good Reason, he will receive, as
severance, his base salary for a period of 60 months following the date of termination. In the event of a Change of Control (as defined
in the agreement) of the Company, Mr. Easterling may elect to terminate the agreement within 30 days thereafter and upon such termination
would be entitled to receive a lump sum payment equal to 500% of his annual base salary.
The
agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees
for a period of one year following termination of the agreement, as well as confidentiality provisions.
Tom
Untermeyer
As
of November 1, 2017, the Company entered into an employment agreement with Tom Untermeyer as its Chief Technology Officer, as amended
pursuant to an amendment thereto dated as of May 21, 2021. The agreement as amended provides for an annual base salary of $160,000 and
that Mr. Untermeyer may also receive one or more bonuses at such times and in such amounts as determined in the sole discretion of the
Company’s Board of Directors.
Mr.
Untermeyer’s employment agreement terminates automatically upon his death. In addition, NaturalShrimp may terminate the agreement
because of Mr. Untermeyer’s Total Disability or for certain events constituting Cause, in each case as defined in the agreement,
or without Cause. Mr. Untermeyer may terminate his employment agreement for certain events constituting Good Reason, as defined in the
agreement, or without Good Reason.
The
agreement provides that in the event that Mr. Untermeyer is terminated without Cause he will receive, as severance, his base salary for
a period of six months following the date of termination. The agreement also provides, however, that in the event of a Change of Control
(as defined in the agreement) of the Company, Mr. Untermeyer may elect to terminate the agreement within 30 days thereafter and upon
such termination would be entitled to receive a lump sum payment equal to 50% of his annual base salary.
The
agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees
for a period of two years following termination of the agreement, as well as confidentiality provisions.
William
Delgado
As
of May 1, 2021, the Company entered into an employment agreement with William Delgado as its Chief Financial Officer. The agreement provides
for an annual base salary of $160,000 and that Mr. Delgado may also receive one or more bonuses at such times and in such amounts as
determined in the sole discretion of our Board of Directors.
Mr.
Delgado’s employment agreement terminates automatically upon his death. In addition, the Company may terminate the agreement because
of Mr. Delgado’s Total Disability or for certain events constituting Cause, in each case as defined in the agreement, or without
Cause. Mr. Delgado may terminate his employment agreement for certain events constituting Good Reason, as defined in the agreement, or
without Good Reason.
The
agreement provides that in the event that Mr. Delgado is terminated without Cause or resigns for Good Reason he will receive, as severance,
his base salary for a period of 60 months following the date of termination. In the event of a Change of Control (as defined in the agreement)
of the Company, Mr. Delgado may elect to terminate the agreement within 30 days thereafter and upon such termination would be entitled
to receive a lump sum payment equal to 50% of his annual base salary.
The
agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees
for a period of one year following termination of the agreement, as well as confidentiality provisions.
Potential
Payments Upon Termination or Change-in-Control
SEC
regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits
to our executive officers in connection with any termination of employment or change in control of the Company. Such payments are set
forth above in the section entitled “Employment Agreements.”
Except
as described above, none of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock
awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
Compensation
of Directors
We
do not compensate our directors for their service on the Board of Directors. However, we intend to review and consider future proposals
regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
Stock
Option Plans - Outstanding Equity Awards at Fiscal Year End
None
of NaturalShrimp’s executive officers held any unexercised options to purchase stock of NaturalShrimp, unvested shares of NaturalShrimp
common or preferred stock, or outstanding equity incentive plan awards at March 31, 2024.
Compensation
Committee
The
Company does not have a separate Compensation Committee. Instead, the Company’s Board of Directors reviews and approves executive
compensation policies and practices, reviews salaries and bonuses for other officers, administers the Company’s stock option plans
and other benefit plans, if any, and considers other matters.
Risk
Management Considerations
We
believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are
reasonably likely to have a material adverse effect on the Company.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth certain information regarding our shares
of common stock and our voting shares beneficially owned as of July 11, 2024 and is based on (i) 1,209,334,067 shares of common stock
issued and outstanding, (ii) 5,000,000 shares of Series A Preferred Stock issued and outstanding all owned by Gerald Easterling (which
equals 300 million votes and is convertible into the number of shares of common stock equal to the difference between our authorized and
issued shares of common stock (224,172,188 shares), and (iii) 750,000 shares of Series F Preferred Stock issued and outstanding (which
equals 750 million votes and is not currently convertible into shares of common stock) for (A) each stockholder known to be the
beneficial owner of 5% or more of our outstanding shares of common stock and voting shares, (B) each named executive officer and director,
and (C) all executive officers and directors as a group. A person is considered to beneficially own any shares (1) over which such person,
directly or indirectly, exercises sole or shared voting or investment power, or (2) of which such person has the right to acquire beneficial
ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment
power relating to the shares shown in the tables for our directors and executive officers is exercised solely by the beneficial owner
or shared by the owner and the owner’s spouse or children.
For purposes of these tables, a person or group of persons is deemed to
have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of June
05 , 2024. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons,
any shares that such person or persons has the right to acquire within 60 days of June 05, 2024 is deemed to be outstanding but
is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any
shares listed as beneficially owned does not constitute an admission of beneficial ownership. Except as otherwise indicated, the address
of each of the shareholders listed below is: 13601 Preston Road, Suite E1092, Dallas, Texas 75240.
Beneficial Owner | |
Common Stock Shares Beneficially Owned | | |
% of Common Stock Shares Beneficially Owned | | |
Voting Shares Beneficially Owned | | |
% of Voting Shares Beneficially Owned (7) | |
Gerald Easterling | |
| 227,629,095 | (1) | |
| 19.36 | %(3) | |
| 553,456,907 | (4) | |
| 28.78 | % |
William Delgado | |
| 5,715,719 | (2) | |
| * | | |
| 255,715,719 | (5) | |
| 13.30 | % |
Tom Untermeyer | |
| 5,140,666 | (2) | |
| * | | |
| 255,140,666 | (6) | |
| 13.27 | % |
Directors and Executive Officers as a Group (three persons) | |
| | | |
| | | |
| | | |
| | |
Total | |
| 46,317,330 | | |
| 5.15 | % | |
| 1,064,313,292 | | |
| 55.34 | % |
*
Less than 1%
(1) |
|
Consists
of (a) 3,456,907 shares of common stock and (b) 224,172,188 shares of common stock into which the 5 million shares of Series A Preferred
Stock is convertible. |
|
|
|
(2) |
|
Consists
solely of shares of common stock owned. Of the 5,715,719 shares owned, all but 500,000 are held by Dragon Acquisitions LLC, of which
Mr. Delgado is the managing member. |
|
|
|
(3) |
|
Solely
with regard to Mr. Easterling, the percentage is based on the 1,175,827,812 shares of common stock outstanding plus the 227,629,095
shares of common stock into which the 5 million shares of Series A Preferred Stock is convertible. |
|
|
|
(4) |
|
Consists
of (a) 3,456,907 shares of common stock, (b) 300 million votes to which the 5 million shares of Series A Preferred Stock held by
Mr. Easterling is entitled (60 votes per share), and (c) 250 million votes to which the 250,000 shares of Series F Preferred Stock
held by Mr. Easterling is entitled (1,000 votes per share). |
|
|
|
(5) |
|
Consists
of (a) 5,715,719 shares of common stock and (b) 250 million votes to which the 250,000 shares of Series F Preferred Stock held by
Mr. Delgado is entitled (1,000 votes per share). |
(6) |
|
Consists
of (a) 5,140,666 shares of common stock and (b) 250 million votes to which the 250,000 shares of Series F Preferred Stock held by
Mr. Untermeyer is entitled (1,000 votes per share). |
|
|
|
(7) |
|
Each
percentage in this column is based on (a) 1,175,827,812 shares of common stock outstanding, (b) 300 million votes to which the 5 million
shares of Series A Preferred Stock outstanding is entitled (60 votes per share), (c) 5,143,000 votes to which the 1,500 shares of
Series E Preferred Stock outstanding is entitled, and (c) 750 million votes to which the 750,000 shares of Series F Preferred Stock
outstanding is entitled (1,000 votes per share). |
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Non-Cumulative
Voting
The
holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders
of the remaining shares will not be able to elect any of our Directors.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with Related Persons
During
the year ended March 31, 2024, the Company received $140,000 in proceeds from the issuance of three promissory notes with family members of
related parties. The notes bear interest at 10% and have maturity dates one year from the issuance date.
During
the year ended March 31, 2023, the Company issued a loan agreement for $300,000, with employee and family member 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 10% per annum
and are due in one year from the issuance date of the notes.
NaturalShrimp
Holdings, Inc.
As
discussed under “Item 1. Business,” on January 30, 2015, the Company acquired substantially all of the assets of NSH, which
consisted primarily of all of the issued and outstanding shares of capital stock of its subsidiaries NSC and NS Global and certain real
property located outside of San Antonio, Texas, in exchange for its issuance of 75,520,240 shares of NaturalShrimp Common Stock to NSC.
As a result of the transaction, NSH acquired 88.62% of the issued and outstanding shares of the Company’s common stock, NSC and
NS Global became wholly-owned subsidiaries of the Company, and the Company changed its principal business to a global shrimp farming
company. It changed its name to “NaturalShrimp Incorporated” in 2015.
There
were no material relationships between the Company and NSH or between the Company’s or NSH’s respective affiliates, directors,
or officers or associates thereof, other than in respect of the asset acquisition and the related asset purchase agreement.
On
January 1, 2016 the Company entered into a notes payable agreement with NSH. The note payable has no set monthly payment or maturity
date with a stated interest rate of 2%. The Company paid off $655,750 of the note payable during the year ended March 31, 2022, and paid
off the remainder of the note during the quarter ended June 30, 2022.
Director
Independence
Our
board of directors consists of Gerald Easterling, William Delgado and Tom Untermeyer. Our common stock is quoted on the OTCQB tier of
the OTC Markets Group quotation system, which does not have any director independence requirements. We evaluate independence by the standards
for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for
independent directors established by NYSE, Nasdaq, and the SEC.
Subject
to some exceptions, these standards generally provide that a director will not be independent if: (i) the director is, or in the past
three years has been, an employee of ours; (ii) a member of the director’s immediate family is, or in the past three years has
been, an executive officer of ours; (iii) the director or a member of the director’s immediate family has received more than $120,000
per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (iv)
the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional
capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (v) the director or a member
of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where
one of our executive officers serves on the compensation committee; or (vi) the director or a member of the director’s immediate
family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month
period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross
revenues. Based on these standards, we have determined that Messrs. Easterling, Untermeyer and Delgado are not independent directors.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
and Accounting Fees
The following tables set forth the fees billed to us for professional services rendered
by Turner, Stone & Company for the years ended March 31, 2024 and 2023:
Services | |
2024 | | |
2023 | |
Audit fees | |
$ | 85,600 | | |
$ | 85,700 | |
Audit related fees | |
| 12,600 | | |
| 18,888 | |
Tax fees | |
| - | | |
| 28,250 | |
All other fees | |
| 31,935 | | |
| - | |
Total fees | |
$ | 130,135 | | |
$ | 132,838 | |
Audit
Fees
The
audit fees were paid for the audit services of our annual and quarterly reports and issuing consents for our registration statements.
Audit
Related Fees
The
audit related fees were paid for the services of issuing consents for our registration statements.
Tax
Fees
The
taxes fees were paid for tax services provided during the years ended March 31, 2023.
All
Other Fees
All other fees were for services provided related to the merger with Yotta
Acquisition Corp.
Pre-Approval
Policies and Procedures
Our
board of directors preapproves all services provided by our independent registered public accounting firm. All of the above services
and fees were reviewed and approved by the board of directors before the respective services were rendered.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
INDEX
Exhibit |
|
|
|
Incorporated
by Reference |
Number |
|
Exhibit
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
|
|
|
|
|
|
|
|
|
3.1 |
|
Articles of Incorporation of NaturalShrimp Incorporated, as amended |
|
10-K |
|
3.1 |
|
6/29/2022 |
3.2 |
|
Bylaws of NaturalShrimp Incorporated |
|
S-1 |
|
3.2 |
|
6/11/2009 |
3.3 |
|
Certificate of Designation of Series A Preferred Stock |
|
8-K |
|
3.1 |
|
8/22/2018 |
3.4 |
|
Certificate of Designation of Series B Preferred Stock |
|
10-Q |
|
3.1 |
|
11/14/2019 |
3.5 |
|
Certificate of Designation of Series D Preferred Stock |
|
8-K |
|
3.1 |
|
12/22/2020 |
3.6 |
|
Certificate of Designation of Series E Preferred Stock |
|
8-K |
|
3.1 |
|
4/15/2021 |
3.7 |
|
Certificate of Designation of Series F Preferred Stock |
|
8-K |
|
3.1 |
|
3/1/2022 |
3.8* |
|
Certificate of Designation of Series G Preferred Stock |
|
|
|
|
|
|
4.1 |
|
Specimen Common Stock Certificate |
|
S-1 |
|
4.1 |
|
6/11/2009 |
4.2 |
|
Description of Securities |
|
10-K |
|
4.2 |
|
6/29/2022 |
4.3 |
|
Warrant to Purchase Shares of Common Stock issued January 23, 2017 to Vista Capital Investments, LLC |
|
10-K |
|
10.21 |
|
6/29/2017 |
4.4 |
|
Restructuring Agreement dated as of November 4, 2022, by and between Streeterville Capital, LLC, and NaturalShrimp Incorporated |
|
10-K |
|
4.4 |
|
6/27/2023 |
4.5 |
|
Amended and Restated Secured Promissory Note, effective date August 17, 2022 |
|
10-K |
|
4.5 |
|
6/27/2023 |
4.6 |
|
Restructuring Agreement dated as of November 5, 2022, by and between GHS Investments, LLC, and NaturalShrimp Incorporated |
|
10-K |
|
4.6 |
|
6/27/2023 |
4.7 |
|
Form of Warrant dated April 14, 2021, issued to Investor |
|
8-K |
|
4.1 |
|
4/15/2021 |
4.5 |
|
Form of Pre-Funded Common Stock Purchase Warrant, dated June 28, 2021 |
|
8-K |
|
4.1 |
|
7/2/2021 |
4.9 |
|
Form of Warrant, dated as of November 22, 2021, by and between the Company and the Purchaser |
|
8-K |
|
4.1 |
|
11/24/2021 |
4.10 |
|
Amended and Restated Secured Promissory Note, effective date December 15, 2021 |
|
10-K |
|
4.10 |
|
6/27/2023 |
4.11 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Joseph A. Alagna Jr. and NaturalShrimp Incorporated (warrant to purchase 66,857 shares of common stock) |
|
10-K |
|
4.11 |
|
6/27/2023 |
4.12 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Joseph A. Alagna Jr. and NaturalShrimp Incorporated (warrant to purchase 600,000 shares of common stock) |
|
10-K |
|
4.12 |
|
6/27/2023 |
4.13 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Stephan A. Stein and NaturalShrimp Incorporated (warrant to purchase 40,114 shares of common stock) |
|
10-K |
|
4.13 |
|
6/27/2023 |
4.14 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Stephan A. Stein and NaturalShrimp Incorporated (warrant to purchase 360,000 shares of common stock) |
|
10-K |
|
4.14 |
|
6/27/2023 |
4.15 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Anthony Sica and NaturalShrimp Incorporated (warrant to purchase 240,000 shares of common stock) |
|
10-K |
|
4.15 |
|
6/27/2023 |
4.16 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Anthony Sica and NaturalShrimp Incorporated (warrant to purchase 26,743 shares of common stock) |
|
10-K |
|
4.16 |
|
6/27/2023 |
4.17 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Brandon Ross and NaturalShrimp Incorporated (warrant to purchase 167,143 shares of common stock) |
|
10-K |
|
4.17 |
|
6/27/2023 |
4.18 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Brandon Ross and NaturalShrimp Incorporated (warrant to purchase 1,600,000 shares of common stock) |
|
10-K |
|
4.18 |
|
6/27/2023 |
4.19 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Michael Hodges and NaturalShrimp Incorporated (warrant to purchase 33,429 shares of common stock) |
|
10-K |
|
4.19 |
|
6/27/2023 |
4.20 |
|
Restructuring Agreement dated as of November 7, 2022, by and between Michael Hodges and NaturalShrimp Incorporated (warrant to purchase 200,000 shares of common stock) |
|
10-K |
|
4.20 |
|
6/27/2023 |
10.1+ |
|
Employment Agreement dated as of April 1, 2015 with Gerald Easterling |
|
8-K |
|
10.3 |
|
5/7/2015 |
10.1.1*+ |
|
Amendment to Employment Agreement with Gerald Easterling dated as of May 21, 2021 |
|
|
|
|
|
|
10.2 |
|
Form of Securities Purchase Agreement, dated as of April 14, 2021, by and between the Company and the Purchaser |
|
8-K |
|
10.1 |
|
4/15/2021 |
10.3 |
|
Form of Exchange Agreement, dated as of April 14, 2021 by and between the Company and a holder of the Series D Preferred Stock |
|
8-K |
|
10.2 |
|
4/15/2021 |
10.4 |
|
Securities Purchase Agreement by and between NaturalShrimp Incorporated and F&T Water Solutions, LLC, dated May 19, 2021 |
|
8-K |
|
10.1 |
|
6/1/2021 |
10.5# |
|
Patents Purchase Agreement by and between NaturalShrimp Incorporated and F&T Water Solutions, LLC, dated May 19, 2021 |
|
8-K |
|
10.2 |
|
6/1/2021 |
10.6 |
|
Form of Leak-Out Agreement by and between NaturalShrimp Incorporated and F&T Water Solutions, LLC, dated May 19, 2021. |
|
8-K |
|
10.3 |
|
6/1/2021 |
10.7 |
|
Form of Securities Purchase Agreement, dated June 28, 2021, by and between the Company and the Purchaser |
|
8-K |
|
10.2 |
|
7/2/2021 |
10.8 |
|
Form of Securities Purchase Agreement, dated as of November 22, 2021, by and between the Company and the Purchaser |
|
8-K |
|
10.1 |
|
11/24/2021 |
10.9 |
|
Form of Registration Rights Agreement, dated as of November 22, 2021, by and between the Company and the Purchaser |
|
8-K |
|
10.2 |
|
11/24/2021 |
10.10 |
|
Form of Waiver |
|
8-K |
|
10.3 |
|
11/24/2021 |
10.11 |
|
Securities Purchase Agreement, dated December 15, 2021, by and between NaturalShrimp Incorporated and Streeterville Capital LLC |
|
8-K |
|
10.1 |
|
12/21/2021 |
10.12 |
|
Security Agreement, dated December 15, 2021, by and between NaturalShrimp Incorporated and Streeterville Capital LLC |
|
8-K |
|
10.2 |
|
12/21/2021 |
10.13# |
|
Purchase Agreement, dated as of November 4, 2022, by and between the Company and GHS Investments LLC |
|
10-Q |
|
10.1 |
|
2/16/2023 |
10.14 |
|
Securities Purchase Agreement, dated August 17, 2022, by and between NaturalShrimp Incorporated and Streeterville Capital LLC |
|
8-K |
|
10.1 |
|
8/24/2022 |
10.15 |
|
Escrow Agreement, dated August 17, 2022, by and between NaturalShrimp Incorporated, Streeterville Capital LLC, and Hansen Black Anderson Ashcraft PLLC |
|
8-K |
|
10.2 |
|
8/24/2022 |
10.16 |
|
Security Agreement, dated August 17, 2022, by and between NaturalShrimp Incorporated and Streeterville Capital LLC |
|
8-K |
|
10.3 |
|
8/24/2022 |
10.17# |
|
Purchase Agreement, dated as of November 4, 2022, by and between the Company and GHS Investments LLC |
|
8-K |
|
10.1 |
|
11/8/2022 |
10.18 |
|
Equity Financing Agreement dated April 28, 2023 by and between NaturalShrimp Incorporated and GHS Investments, LLC |
|
8-K |
|
10.1 |
|
5/10/2023 |
10.19 |
|
Registration Rights Agreement dated April 28, 2023 by and between NaturalShrimp Incorporated and GHS Investments, LLC |
|
8-K |
|
10.2 |
|
5/10/2023 |
10.20# |
|
Purchase Agreement, dated as of May 9, 2023, by and between NaturalShrimp Incorporated and GHS Investments LLC |
|
8-K |
|
10.3 |
|
5/10/2023 |
10.21 |
|
Licensing Agreement dated May 24, 2023 by and between Niterra Co., Ltd. and NaturalShrimp Incorporated |
|
8-K |
|
10.1 |
|
6/8/2023 |
10.22 |
|
Securities Purchase Agreement, dated December 14, 2023, by and between NaturalShrimp Incorporated and GHS Investments, LLC |
|
8-K |
|
10.1 |
|
1/9/2024 |
10.23 |
|
Consulting Agreement with Redhawk Investment Group, LLC |
|
8-K |
|
10.1 |
|
2/29/2024 |
10.24+ |
|
Employment Agreement dated as of November 1, 2017 with Tom Untermeyer |
|
10-K |
|
10.18 |
|
6/27/2023 |
10.25+ |
|
Amendment to Employment Agreement with Tom Untermeyer dated as of May 21, 2021 |
|
10-K |
|
10.19 |
|
6/27/2023 |
10.26+ |
|
Employment Agreement dated as of May 1, 2021 with William Delgado |
|
10-K |
|
10.20 |
|
6/27/2023 |
21.1* |
|
Subsidiaries of the Registrant. |
|
10-K |
|
21.1 |
|
6/27/2023 |
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 |
|
|
|
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document |
|
|
|
|
|
|
*
Filed herewith.
**
Furnished herewith.
+
Management compensatory plan or contract.
#
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally
copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.
ITEM
16. FORM 10-K SUMMARY
Not
applicable.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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:
|
July
17, 2024 |
|
By:
|
/s/
William Delgado |
|
William
Delgado |
|
Chief
Financial Officer and Treasurer
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
|
Date:
|
July
17, 2024 |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures |
|
Title(s) |
|
Date |
|
|
|
|
|
/s/
Gerald Easterling |
|
Chief
Executive Officer and Chairman of the Board |
|
Date:
July 17, 2024 |
Gerald
Easterling |
|
of
Directors (Principal Executive Officer) |
|
|
|
|
|
|
|
/s/
William Delgado |
|
Chief
Financial Officer, Treasurer and Director |
|
Date:
July 17, 2024 |
William
Delgado |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/
Tom Untermeyer |
|
Chief
Operating Officer, Chief Technology Officer and Director |
|
Date:
July 17, 2024 |
Tom
Untermeyer |
|
|
|
|
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NATURALSHRIMP
INCORPORATED
CONSOLIDATED
FINANCIAL STATEMENTS AS OF MARCH 31, 2024 and 2023
TABLE
OF CONTENTS
Your
Vision Our Focus
Report
of Independent Registered Public Accounting Firm
Board
of Directors and Shareholders
NaturalShrimp
Incorporated
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of NaturalShrimp Incorporated as of March 31, 2024 and 2023, and the related
statements of consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years
in the period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of NaturalShrimp Incorporated as of
March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31,
2024, in conformity with accounting principles generally accepted in the United States of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note
1 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note
1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to NaturalShrimp Incorporated in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. NaturalShrimp
Incorporated is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Turner,
Stone & Company, L.L.P. |
|
Accountants
and Consultants |
12700
Park Central Drive, Suite 1400 |
Dallas,
Texas 75251 |
Telephone:
972-239-1660 ⁄ Facsimile: 972-239-1665 |
Toll
Free: 877-853-4195 |
Web
site: turnerstone.com |
INTERNATIONAL
ASSOCIATION OF ACCOUNTANTS AND AUDITORS |
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Description
of Matter
Impairment
of Intangible Assets and Fixed Assets:
The
impairment evaluation of the Company’s intangible assets and fixed assets is an assessment that begins with the
Company’s monitoring of indicators of impairment on an individual asset basis, which the Company believes is the lowest level
for which there are identifiable cash flows. The Company reviews intangible assets and fixed assets for impairment indicators on an
annual basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable.
The Company performed a quantitative impairment assessment as of March 31, 2024, for all intangible assets and fixed assets. When
performing a quantitative impairment assessment, the Company estimates cash flows at the asset level from continuing use through the
remainder of the asset’s estimated useful life. If the estimated cash flows are not sufficient to recover an intangible assets
and fixed assets’ carrying value, the Company recognizes an impairment to reduce the carrying value to the estimated fair
value. The Company applies significant judgment in estimating the cash flows of its intangible assets and fixed assets based on
expected revenues, industry, and business growth, and expected residual cash flows. We identified the impairment of life intangible
assets and fixed assets as a critical audit matter because of the significant judgment required by management to determine estimated
expected revenues, growth, and cash flows. This required a high degree of auditor judgment and an increased extent of effort when
performing audit procedures to evaluate the reasonableness of management’s judgements and estimates.
How
the Critical Audit Matter Was Addressed in the Audit
Our
audit procedures related to management’s model which included projected revenues based on forecasted growth rates and cash flow
analysis included the following, among others:
| - | We
evaluated management’s ability to forecast future cash flows by evaluating management’s
forecast of estimated future cash flows assumptions. |
| - | We
involved specialists to assist in our evaluation of the Company’s methodology and significant
assumptions and inputs used in estimating the recoverable amount including, but not limited
to, the forecasted performance driven by expected industry receptivity, prices and expected
capex and operating costs. |
| - | We
reviewed the completeness and accuracy of the underlying data used in management’s
forecast. |
| - | We
assessed the underlying source information where available and mathematical accuracy of the
calculations. |
/s/
Turner, Stone & Company, L.L.P.
We
have served as NaturalShrimp Incorporated’s auditor since 2015.
Dallas,
Texas
July
17, 2024
NATURALSHRIMP
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
| |
March 31, 2024 | | |
March 31, 2023 | |
ASSETS | |
| | |
| |
Current assets | |
| | | |
| | |
Cash | |
$ | 115,525 | | |
$ | 216,465 | |
Accounts receivable | |
| 27,450 | | |
| 17,325 | |
Inventory | |
| 68,510 | | |
| 25,725 | |
Prepaid expenses | |
| 169,650 | | |
| 286,593 | |
Deferred offering costs | |
| - | | |
| 1,336,263 | |
| |
| | | |
| | |
Total current assets | |
| 381,135 | | |
| 1,882,371 | |
| |
| | | |
| | |
Fixed assets, net | |
| 13,301,245 | | |
| 15,043,715 | |
| |
| | | |
| | |
Other assets | |
| | | |
| | |
Construction-in-process | |
| - | | |
| 25,130 | |
Patents, net | |
| 5,878,500 | | |
| 6,268,500 | |
License Agreement, net | |
| 8,062,376 | | |
| 9,142,376 | |
Right of Use asset | |
| 73,449 | | |
| 204,243 | |
Deposits | |
| 20,633 | | |
| 20,633 | |
| |
| | | |
| | |
Total other assets | |
| 14,034,958 | | |
| 15,660,882 | |
| |
| | | |
| | |
Total assets | |
$ | 27,717,338 | | |
$ | 32,586,968 | |
| |
| | | |
| | |
LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable | |
$ | 3,495,689 | | |
$ | 3,510,206 | |
Accrued interest | |
| 107,435 | | |
| 923,387 | |
Accrued interest - related parties | |
| 254,593 | | |
| 219,542 | |
Accrued interest | |
| 254,593 | | |
| 219,542 | |
Other accrued expenses | |
| 1,743,799 | | |
| 1,314,961 | |
Accrued expenses - related parties | |
| 1,116,107 | | |
| 400,306 | |
Short-term note and lines of credit | |
| 19,817 | | |
| 19,817 | |
Notes payable | |
| 553,322 | | |
| 671,100 | |
Restructured Senior note payable | |
| 27,120,000 | | |
| - | |
Restructured August note payable | |
| 2,640,000 | | |
| 2,400,000 | |
Notes payable - related parties | |
| 880,412 | | |
| 740,412 | |
Notes payable | |
| 880,412 | | |
| 740,412 | |
Dividends payable | |
| 544,800 | | |
| 579,248 | |
Warrant liability | |
| 24,000 | | |
| 355,000 | |
Lease liability, current | |
| 28,560 | | |
| 87,804 | |
| |
| | | |
| | |
Total current liabilities | |
| 38,528,534 | | |
| 11,221,783 | |
| |
| | | |
| | |
Restructured Senior note payable | |
| - | | |
| 21,290,000 | |
Note payable, less current maturities | |
| - | | |
| 23,604 | |
Lease liability, non-current | |
| 43,325 | | |
| 125,189 | |
| |
| | | |
| | |
Total liabilities | |
| 38,571,859 | | |
| 32,660,576 | |
| |
| | | |
| | |
Commitments and contingencies (Note 13) | |
| - | | |
| - | |
| |
| | | |
| | |
Series E Redeemable Convertible Preferred stock, $0.0001
par value, 10,000
shares authorized, 1,656
and 1,670
shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | |
| 1,977,900 | | |
| 2,003,557 | |
| |
| | | |
| | |
Series F Redeemable Convertible Preferred stock, $0.0001
par value, 750,000
shares authorized, 750,000
shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | |
| 43,612,000 | | |
| 43,612,000 | |
| |
| | | |
| | |
Series G Redeemable Convertible Preferred stock, $0.0001 par value, 10,000 shares authorized, 145 and 0 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | |
| 432,000 | | |
| - | |
Temporary
equity, value | |
| 432,000 | | |
| - | |
| |
| | | |
| | |
Stockholders’ deficit | |
| | | |
| | |
Series A Convertible Preferred stock, $0.0001 par value,
5,000,000 shares authorized, 5,000,000 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | |
| 500 | | |
| 500 | |
| |
| | | |
| | |
Common stock, $0.0001 par value, 1,400,000,000 shares authorized, 1,116,482,063 and 803,123,748 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | |
| 111,712 | | |
| 80,377 | |
| |
| | | |
| | |
Additional paid in capital | |
| 126,468,749 | | |
| 121,156,733 | |
Stock to be issued | |
| 390,024 | | |
| 662,767 | |
Subscription receivable | |
| (56,250 | ) | |
| (56,250 | ) |
Accumulated deficit | |
| (183,791,156 | ) | |
| (167,533,292 | ) |
Total stockholders’ deficit | |
| (56,876,421 | ) | |
| (45,689,165 | ) |
| |
| | | |
| | |
Total liabilities, mezzanine and stockholders’ deficit | |
$ | 27,717,338 | | |
$ | 32,586,968 | |
The
accompanying notes are an integral part of these consolidated financial statements.
NATURALSHRIMP
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
| | |
| |
| |
For Years Ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Sales | |
$ | 446,301 | | |
$ | 238,685 | |
Cost of sales | |
| 125,695 | | |
| 200,853 | |
Net revenue | |
| 320,606 | | |
| 37,832 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
General and administrative | |
| 6,879,879 | | |
| 5,923,695 | |
Research and development | |
| - | | |
| 190,855 | |
Facility operations | |
| 772,196 | | |
| 1,936,296 | |
Depreciation | |
| 1,737,825 | | |
| 1,795,427 | |
Amortization | |
| 1,470,000 | | |
| 1,470,000 | |
Total operating expenses | |
| 10,859,900 | | |
| 11,316,273 | |
| |
| | | |
| | |
Net loss from operations | |
| (10,539,294 | ) | |
| (11,278,441 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Interest expense | |
| (73,924 | ) | |
| (2,273,353 | ) |
Interest expense - related parties | |
| (35,051 | ) | |
| (16,022 | ) |
Interest expense | |
| (35,051 | ) | |
| (16,022 | ) |
Amortization of debt discount | |
| (56,868 | ) | |
| (5,019,883 | ) |
Change in fair value of derivative liability | |
| - | | |
| 811,000 | |
Change in fair value of warrant liability | |
| 331,000 | | |
| 3,568,000 | |
Change in fair value of restructured notes payable | |
| (5,162,366 | ) | |
| (2,842,132 | ) |
Loss due to fire | |
| - | | |
| (869,379 | ) |
Gain on extinguishment of debt | |
| - | | |
| 2,383,088 | |
Extension fee | |
| (190,000 | ) | |
| (575,100 | ) |
Gain on settlement of accrued expenses | |
| - | | |
| 124,202 | |
Gain on termination of lease | |
| 32,375 | | |
| - | |
Gain on sale of machinery and equipment | |
| 91,717 | | |
| - | |
| |
| | | |
| | |
Total other expense, net | |
| (5,063,117 | ) | |
| (4,709,579 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net loss | |
| (15,602,411 | ) | |
| (15,988,020 | ) |
| |
| | | |
| | |
Amortization of beneficial conversion feature on Preferred shares | |
| - | | |
| (212,048 | ) |
Accretion on Preferred shares | |
| (65,900 | ) | |
| (755,333 | ) |
Dividends | |
| (589,553 | ) | |
| (541,868 | ) |
| |
| | | |
| | |
Net loss available for common stockholders | |
$ | (16,257,864 | ) | |
$ | (17,497,269 | ) |
| |
| | | |
| | |
Loss per share (Basic and Diluted) | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted) | |
| 872,850,853 | | |
| 748,525,497 | |
The
accompanying notes are an integral part of these consolidated financial statements.
NATURALSHRIMP
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ 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, 2022 | |
| 5,000,000 | | |
$ | 500 | | |
| 674,364,124 | | |
$ | 67,500 | | |
$ | 96,701,607 | | |
$ | 20,132,650 | | |
$ | - | | |
$ | 150,036,023 | | |
$ | (33,133,765 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (15,988,020 | ) | |
| (15,988,020 | ) |
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 | ) |
Balance | |
| 5,000,000 | | |
$ | 500 | | |
| 803,123,748 | | |
$ | 80,377 | | |
$ | 121,156,733 | | |
$ | 662,767 | | |
$ | (56,250 | ) | |
$ | (167,533,292 | ) | |
| (45,689,165 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common shares under financing agreement | |
| - | | |
| | | |
| 217,655,635 | | |
| 21,765 | | |
| 3,146,943 | | |
| - | | |
| - | | |
| - | | |
| 3,168,708 | |
Shares issued upon exchange of Partitioned Note | |
| - | | |
| | | |
| 30,000,000 | | |
| 3,000 | | |
| 457,000 | | |
| - | | |
| - | | |
| - | | |
| 460,000 | |
Conversion of Series E Preferred stock to common stock | |
| - | | |
| | | |
| 23,989,570 | | |
| 2,399 | | |
| 825,601 | | |
| - | | |
| - | | |
| (350,825 | ) | |
| 477,175 | |
Accretion of Series E Preferred stock | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (27,900 | ) | |
| (27,900 | ) |
Accretion on Series G Preferred stock | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (38,000 | ) | |
| (38,000 | ) |
Dividends payable on Preferred stock | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (238,728 | ) | |
| (238,728 | ) |
Common stock issued to consultants | |
| - | | |
| | | |
| 40,100,000 | | |
| 4,010 | | |
| 600,690 | | |
| - | | |
| - | | |
| - | | |
| 604,700 | |
Common stock issued to employees | |
| - | | |
| | | |
| 750,000 | | |
| 75 | | |
| 9,125 | | |
| - | | |
| - | | |
| - | | |
| 9,200 | |
Common stock issued for legal settlement to NSH shareholders | |
| - | | |
| | | |
| | |
| 86 | | |
| 272,657 | | |
| (272,743 | ) | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (15,602,411 | ) | |
| (15,602,411 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance March 31, 2024 | |
| 5,000,000 | | |
$ | 500 | | |
| 1,116,482,063 | | |
$ | 111,712 | | |
$ | 126,468,749 | | |
$ | 390,024 | | |
$ | (56,250 | ) | |
$ | (183,791,156 | ) | |
| (56,876,421 | ) |
Balance | |
| 5,000,000 | | |
$ | 500 | | |
| 1,116,482,063 | | |
$ | 111,712 | | |
$ | 126,468,749 | | |
$ | 390,024 | | |
$ | (56,250 | ) | |
$ | (183,791,156 | ) | |
| (56,876,421 | ) |
The
accompanying notes are an integral part of these consolidated financial statements.
NATURALSHRIMP
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
| | |
| |
| |
For Years Ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net loss | |
$ | (15,602,411 | ) | |
$ | (15,988,020 | ) |
| |
| | | |
| | |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
| |
| | | |
| | |
Depreciation expense | |
| 1,737,825 | | |
| 1,795,427 | |
Amortization expense | |
| 1,470,000 | | |
| 1,470,000 | |
Amortization of debt discount | |
| 56,868 | | |
| 5,019,883 | |
Change in fair value of derivative liability | |
| - | | |
| (811,000 | ) |
Change in fair value of warrant liability | |
| (331,000 | ) | |
| (3,568,000 | ) |
Change in fair value of restructured notes payable | |
| 5,162,366 | | |
| 2,842,132 | |
Extension fee | |
| 125,000 | | |
| 575,100 | |
Financing costs | |
| 136,750 | | |
| - | |
Gain on extinguishment of debt | |
| - | | |
| (2,383,088 | ) |
Gain on sale of machinery and equipment | |
| (91,717 | ) | |
| - | |
Shares issued for services | |
| 613,900 | | |
| 99,124 | |
Amortization of operating lease right-of-use assets | |
| 38,865 | | |
| 78,510 | |
Gain on termination of lease | |
| (32,375 | ) | |
| - | |
Issuance of Series G Preferred Stock for services | |
| 200,000 | | |
| | |
Loss due to fire | |
| - | | |
| 869,379 | |
| |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (10,125 | ) | |
| (2,940 | ) |
Inventory | |
| (42,785 | ) | |
| 43,445 | |
Prepaid expenses | |
| 116,943 | | |
| 1,224,953 | |
Deferred offering costs | |
| 1,336,263 | | |
| (1,336,263 | ) |
Accounts payable | |
| (14,074 | ) | |
| 712,169 | |
Other accrued expenses | |
| 428,838 | | |
| 1,107,543 | |
Accrued expenses - related parties | |
| 715,801 | | |
| 200,306 | |
Accrued interest | |
| 91,682 | | |
| 2,249,932 | |
Accrued interest - related parties | |
| 35,051 | | |
| 16,022 | |
Operating lease liabilities | |
| (16,804 | ) | |
| (73,260 | ) |
| |
| | | |
| | |
Cash used in operating activities | |
| (3,875,139 | ) | |
| (5,858,646 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Cash paid for fixed assets | |
| (42,510 | ) | |
| (2,548,447 | ) |
Cash received for sale of machinery and equipment | |
| 164,000 | | |
| 700,000 | |
| |
| | | |
| | |
Cash provided by (used in) investing activities | |
| 121,490 | | |
| (1,848,447 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Payments of notes payable | |
| - | | |
| (96,000 | ) |
Payments on notes payable, related party | |
| - | | |
| (5,000 | ) |
Repayment of short-term promissory note and lines of credit | |
| - | | |
| (227 | ) |
Proceeds from sale of stock | |
| 3,168,708 | | |
| 3,075,745 | |
Proceeds from promissory note | |
| - | | |
| 1,465,000 | |
Proceeds from promissory note, related parties | |
| 140,000 | | |
| 250,000 | |
Proceeds from convertible debentures, receipt from escrow | |
| - | | |
| 1,500,000 | |
Escrow account in relation to the proceeds from promissory notes | |
| - | | |
| - | |
Proceeds from sale of Series E Preferred Shares | |
| 150,000 | | |
| - | |
Proceeds from sale of Series G Preferred Shares | |
| 194,000 | | |
| - | |
| |
| | | |
| | |
Cash provided by financing activities | |
| 3,652,708 | | |
| 6,189,518 | |
| |
| | | |
| | |
NET CHANGE IN CASH | |
| (100,941 | ) | |
| (1,517,575 | ) |
| |
| | | |
| | |
CASH AT BEGINNING OF YEAR | |
| 216,465 | | |
| 1,734,040 | |
| |
| | | |
| | |
CASH AT END OF YEAR | |
$ | 115,524 | | |
$ | 216,465 | |
| |
| | | |
| | |
INTEREST PAID | |
$ | 17,758 | | |
$ | 7,472 | |
| |
| | | |
| | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |
| | | |
| | |
Construction in process transferred to fixed assets | |
$ | 25,130 | | |
$ | 1,061,971 | |
Shares issued upon conversion of Preferred stock | |
$ | 477,175 | | |
| 1,668,000 | |
Shares issued upon exchange of Partitioned Note | |
$ | 460,000 | | |
| | |
Dividends on Series E Preferred stock | |
$ | 238,728 | | |
$ | - | |
Dividends in kind issued | |
$ | 516,000 | | |
$ | - | |
Shares issued/to be issued, for legal settlement | |
$ | 272,743 | | |
$ | - | |
The
accompanying notes are an integral part of these consolidated financial statements.
NATURALSHRIMP
INCORPORATED AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE FISCAL YEARS ENDED MARCH 31, 2024 AND 2023
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, NaturalShrimp Global, Inc. 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 year ended March 31, 2024, the Company had a net
loss available for common stockholders of approximately $16,258,000. As of March 31, 2024, the Company had an accumulated deficit of
approximately $183,791,000 and a working capital deficit of approximately $38,147,000. 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 year ended March 31, 2024, the Company received net cash proceeds of approximately $3,169,000
from the sale of common shares, $344,000 from the sale of preferred shares (See Note 8), and $140,000 proceeds from the issuance of promissory
notes, related parties.
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
Consolidation
The
consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp
USA Corporation, NaturalShrimp Global and NAS, and the 51% ownership of NaturalShrimp/Hydrenesis LLC. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Use
of Estimates
Preparing
financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic
and Diluted Earnings/Loss per Common Share
Basic
and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance
with 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 March 31, 2024,
the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately
1,116,482,000 underlying common shares, 1,656 of Series E Redeemable Convertible Preferred shares whose approximately 5,678,000 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 267,836,000 underlying common shares, 445 of Series G Redeemable
Convertible Preferred shares whose approximately 66,750,000 underlying shares are convertible at the investors’ option at a conversion
price based on the discounted market price of $0.008 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 March 31, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock
which would be converted at the holder’s option into approximately 803,124,000 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 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 3,192,000 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
192,750,000 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.
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 as of March 31, 2024 and March 31, 2023.
The
derivative and 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 liabilities during the years ended March 31, 2024 and 2023
Warrant
liability
SUMMARY
OF ACTIVITY OF DERIVATIVES AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Warrant liability balance at beginning of year | |
$ | 355,000 | | |
$ | 3,923,000 | |
Change in fair value | |
| (331,000 | ) | |
| (3,568,000 | ) |
Balance at end of year | |
$ | 24,000 | | |
$ | 355,000 | |
At
March 31, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following
weighted-average inputs: the price of the Company’s common stock of $0.011;
a risk-free interest rate ranging from 4.40%
to 4.59%,
and expected volatility of the Company’s common stock ranging from 124.8%
to 133.8%
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 option pricing 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
SCHEDULE
OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Restructured notes payable fair value at beginning of year | |
$ | 23,690,000 | | |
$ | - | |
Fair value of Promissory Notes upon Restructuring Agreement | |
| - | | |
| 20,847,867 | |
Reclass of accrued interest | |
| 907,634 | | |
| - | |
Change in fair value | |
| 5,162,366 | | |
| 2,842,133 | |
Restructured Notes Payable fair value at end of year | |
$ | 29,760,000 | | |
$ | 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 in for an estimated period, and a 45% and 40% present value factor, respectively as of March 31,
2024 and March 31, 2023. In accordance with ASC 825, the Company chose to present the component for the accrued interest in the same
line item on the accompanying consolidated 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 consolidated balance sheets approximates fair value.
Cash
and Cash Equivalents
For
the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity
of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2024 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 March 31, 2024 and 2023, the Company’s cash balance did not exceed FDIC coverage. The
Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions
and has determined the credit exposure to be negligible.
Fixed
Assets
Equipment
is carried at historical value or cost and is depreciated 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.
Income
Taxes
Deferred
income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.
In
addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in
the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely
than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be
performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes.
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.
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 March 31, 2024 and 2023, the Company believes the carrying value of
the intangible assets are still recoverable, and there is no impairment to be recognized.
Patent
Agreement
On
May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T Water Solutions, LLC (“F&T”). The Company and
F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating
and enclosed environments (the “Patent”) with each party owning a fifty percent (50%) interest. Upon the closing of the Patents
Agreement, the Company purchased F&T’s interest in the Patent, F&T’s 100% interest in a second patent associated
with the first Patent issued to F&T in March 2018, and all other intellectual property rights owned by F&T for a purchase price
of $2,000,000 in cash and issue 9,900,990 shares of the Company’s common stock with a market value of $0.505 per share for a total
fair value of $5,000,000, for a total acquisition price of $7,000,000. Amortization over the next five years is expected to be $390,000
per year, for a total of $1,950,000. Amortization expense was $390,000 and $390,000 for the years ended March 31, 2024 and 2023.
License
Agreements
On
August 25, 2021, the Company, through its 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta
Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement (“Rights”), 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,
which will be named the NSI Technologies and Equipment (“NSI Technologies”).
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 met in the current year.
The
Sales Milestones are:
SCHEDULE OF SALES MILESTONE
Year 3 | |
$ |
250,000 Royalty |
Year 4 | |
$ |
375,000 Royalty |
Year 5 | |
$ |
625,000 Royalty |
Year 6 | |
$ |
875,000 Royalty |
All subsequent years | |
$ |
1,000,000 Royalty |
For
the years ended March 31, 2024 and 2023, the amortization of the Rights was $1,080,000 and $1,080,000, respectively. The amortization
is approximately $1,080,000 per year, and approximately $5,400,000 over the next five years.
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 consolidated financial statements are issued, which may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess
such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would
be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
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.
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
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
Years ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Shrimp sales | |
$ | 146,301 | | |
$ | 238,685 | |
Technology and equipment services | |
| 300,000 | | |
| — | |
Total revenues | |
$ | 446,301 | | |
$ | 238,685 | |
On
May 21, 2023, the Company entered into a six-month agreement with a company for the use of the NSI Technologies. Per the agreement, the
customer is to pay a total of $300,000 comprised of an initial payment equal to $150,000 at execution of the contract and then $25,000
per month for the combined total of the Service Fee. As of March 31, 2024, the Company has received the total $300,000, comprised of
the initial payment and $100,000 related to the monthly service fees which began September 1, 2023.
Recently
Issued Accounting Standards
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic
280) Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable
segments. The amendments require enhanced disclosure for certain segment items and required disclosure on how management uses reported
measures to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied
to determine reportable segments. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning
in the first quarter of fiscal 2026. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
In
December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation,
and 2) information on cash income taxes paid. Additionally, specific disclosures related to unrecognized tax benefits and indefinite
reinvestment assertions were removed. For public business entities, the new requirements will be effective for annual periods beginning
after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early
adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
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 does not
expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures.
As
of March 31, 2024, 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
Management of the
Company evaluates events that have occurred after the balance sheet date of March 31, 2024, through the date which the consolidated financial
statements were issued. Based upon the review, other than described in Note 14 – Subsequent Events, the Company did not identify
any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
NOTE
3 – FIXED ASSETS
A
summary of the fixed assets is as follows:
SCHEDULE
OF FIXED ASSETS
| |
March
31, 2024 | | |
March
31, 2023 | |
Land | |
$ | 324,293 | | |
$ | 324,293 | |
Buildings | |
| 6,624,549 | | |
| 5,495,150 | |
Machinery and equipment | |
| 11,210,985 | | |
| 12,293,112 | |
Autos and trucks | |
| 208,771 | | |
| 307,227 | |
Fixed assets,gross | |
| 18,368,598 | | |
| 18,419,782 | |
Accumulated depreciation | |
| (5,067,353 | ) | |
| (3,376,067 | ) |
Fixed assets, net | |
$ | 13,301,245 | | |
$ | 15,043,715 | |
The
consolidated statements of operations reflect depreciation expense of approximately $1,738,000 and $1,795,000 for the years ended March
31, 2024 and 2023, respectively.
On July 3, 2022, a building containing the Company’s water treatment and purification system in La Coste, Texas (the “Water
Treatment Plant”) was completely destroyed in a fire. The Water Treatment Plant is a separate building consisting of approximately
8,000 square feet located apart from the production building, which was not damaged. Due to the damage caused by the fire, the Company
has written off approximately $1,763,000 of the fixed assets and $325,000 of the accumulated depreciation.
NOTE
4 – SHORT-TERM NOTE 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 34.4% and 33.9% as of March 31, 2024 and 2023, respectively. The line of credit is unsecured. The
balance of the line of credit was $9,580 at both March 31, 2024 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 18.5% and 18.0% as of March 31, 2024 and 2023, respectively. The line of credit is secured by assets of
the Company’s subsidiaries. The balance of the line of credit is $10,237 as of March 31, 2024 and March 31, 2023.
NOTE
5 – PROMISSORY NOTE
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. On November 17, 2023, the Company received an extension of the maturity date to
June 30, 2024, for a $5,000
extension fee. The maturity date was further extended to August 15, 2024.
On
November 8, 2023, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the original note was partitioned into a $132,000 new promissory note, leaving the original January 2023 Note with an adjusted balance
of $499,968. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common stock
issued had a fair value of $160,000 based on the market price of the shares of $0.016 on the execution date, resulting in an excess of
$28,000 to be recognized as a financing expense.
On
January 17, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $99,450 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $400,518. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $110,000 based on the market price of the shares of $0.011 on the execution date, resulting in an excess
of $10,550 to be recognized as a financing expense.
On
February 22, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $91,800 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $313,718. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $190,000 based on the market price of the shares of $0.019 on the execution date, resulting in an excess
of $98,200 to be recognized as a financing expense.
April
2023 Promissory Note
On
April 21, 2023, the Company entered into a $60,000 promissory note with Yotta Investment LLC (“Yotta Investment”), 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 Acquisition Corporation, (“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 13, the Merger Agreement was terminated, and management believes the promissory note will be settled
in the Breakup Fee.
May
2023 Promissory Note
On
May 17, 2023, the Company entered into an additional $60,000 promissory note with Yotta Investment, 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 Acquisition Corporation. 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 13, the Merger Agreement was terminated,
and management believes the promissory note will be settled in the Breakup Fee.
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. During the
year ended March 31, 2024, the Company did not make the monthly payments. The balance as of both March 31, 2024 and March 31, 2023 was
$119,604, with the full balance as of March 31, 2024 and $96,000
for the year end March 31, 2023, classified in
current liabilities, on the 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 13), 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 had 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 13) On
November 20, 2023, the maturity date was extended to June
30, 2024. The maturity date was further extended to August 15, 2024.
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 March 31, 2024 at approximately $2,640,000, with a
change in fair value of approximately $240,000 in the current year recognized in the accompanying Consolidated 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 March 31, 2024, the accrued interest from the restructuring date, which is included in the fair value is approximately $415,000.
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 13), 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, a termination, 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 September 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 13). Based on the termination in July of 2023, the equal monthly payments were to begin on September 20, 2023.
On July 3, 2024, the Investor issued a waiver to the Company on the equal monthly payments, which are not currently required to
be paid, through August 15, 2024.
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 March 31, 2024, 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 March 31, 2024 at approximately $27,120,000, with a change in fair value of approximately $5,830,000 recognized in the
Company’s accompanying 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 March 31, 2024, the accrued interest from the restructuring date, which is included in the fair value is approximately
$5,688,000.
NOTE
8 – STOCKHOLDERS’ EQUITY
Preferred
Stock
As
of March 31, 2024 and March 31, 2023, the Company had 200,000,000 shares of preferred stock authorized with a par value of $0.0001, respectively.
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 none outstanding; 10,000 shares Series
E Preferred Stock are authorized with 1,656 and 1,670 outstanding, respectively; 750,000 shares Series F Redeemable Convertible Preferred
stock are authorized with 750,000 shares outstanding, and 10,000 shares of Series G preferred stock are authorized with 445 outstanding,
respectively.
Series
E Preferred Stock
On
April 14, 2021, the Board authorized the issuance of 10,000 shares of the Company’s Series E Preferred Stock and has filed a Certificate
of Designation (“COD”) of Preferences of the Series E Convertible Preferred Stock with the State of Nevada. The shares of
Series E Preferred Stock have a stated value of $1,200 per share and are convertible into shares of common stock at the election of the
holder of the Series E Preferred Stock at any time at a price of $0.35 per share, subject to adjustment (the “Conversion Price”).
The Series E Preferred Stock is convertible into that number of shares of common stock determined by dividing the Series E Stated Value
(plus any and all other amounts which may be owing in connection therewith) by the Conversion Price, subject to certain beneficial ownership
limitations. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock
then outstanding and held by such holder, dividends at the rate of twelve percent (12%) per annum, payable quarterly. Each share of Series
E Preferred Stock shall be redeemed by the Company on the date that is no later than one calendar year from the date of its issuance.
The Series E Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first
180 days, based on the passage of time. The holders of Series E Preferred Stock rank senior to the Common Stock and Common Stock Equivalents
(as defined in the Series E Designation) with respect to payment of dividends and rights upon liquidation and will vote together with
the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a
vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). Based upon a subsequent financing, the
holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities
or units issued in a subsequent financing on a $1.00 for $1.00 basis. In the event of a Fundamental Transaction, the holder has the option
to request that the Company or the successor entity shall purchase the Preferred Stock from the Holder on the date of such request by
paying to the Holder cash in an amount equal to the Black Scholes value. Upon any triggering event as set forth in the COD, including
a change in control or the Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock
to issue to such holder upon a conversion, each holder shall have the right, exercisable at the sole option of such holder, to require
the Company to redeem all of the Series E Preferred Stock then held by such holder for a redemption price, in cash, equal to the Triggering
Redemption Amount (150% of the Stated Value and all accrued but unpaid dividends and all liquidated damages, late fees and other costs),
and increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum thereafter. Upon any liquidation,
dissolution or winding-up of the Company, the holders shall be entitled to receive out of the assets of the Company an amount equal to
the stated value, plus any accrued and unpaid dividends and any other fees or liquidated damages then due and owing for each share of
Preferred Stock, before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation
shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed
among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were
paid in full.
On
November 22, 2021, the Company entered into a securities purchase agreement (“SPA”) for 1,500 shares of the Company’s
Series E Preferred Stock, at a price of $1,000 per share and (ii) a warrant to purchase up to 1,500,000 shares of the Company’s
common stock, with an exercise price equal to $0.75, which expires in five years, for a purchase price of $1,500,000. The warrant had
a fair value of $561,000, estimated using the Black Scholes Model, with the following inputs: the price of the Company’s common
stock of $0.38; a risk-free interest rate of 1.33%, the expected volatility of the Company’s common stock of 209.9%; the estimated
remaining term, a dividend rate of 0%. The Company also issued 267,429 warrants as placement agent fees, with a fair value of $101,000,
estimated with the same assumptions. All of the warrants were classified as a liability, as it is not known if there will be sufficient
authorized shares to be issued upon settlement. The Company accreted the carrying value, reflecting the discount of $300,000 between the
stated value and purchase price and the fair value of the warrants issued of $662,000, of the Series E Preferred Stock in temporary equity
up to the redemption value over the period until its redemption which was fully accreted as of March 31, 2023.
On
April 14, 2021, the Company, entered into a share exchange agreement (the “Exchange Agreement”) with a holder of 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 Company’s
Series D Preferred Stock, par value $0.0001 per share 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.
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 Common Stock during the ten (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 which 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 Series E Preferred
shares with a stated value of $156,000, as well as an exit fee of 15% to be recognized upon conversions of the Series E Preferred shares
into shares of common stock. As of March 31, 2023, 170 shares of Series E Preferred Stock were outstanding to this holder.
During
the year ended March 31, 2023, 1,300 shares of Series E Preferred Stock were converted into 14,458,127 shares of common stock. As of
March 31, 2023 there were 1,670 shares of Series E Preferred Stock remaining outstanding.
On
November 5, 2022, the Company entered a restructuring agreement with the Series E Preferred Stockholders, whereby the Series E Preferred
Stock and the warrants outstanding as of the Closing date shall have their terms adjusted. The outstanding warrants shall be a) 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 common stock during the five trading day period immediately
prior to the Closing Date (the “Adjusted Exercise Price”); or (b) as of the Effective Time, 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 Warrant
Shares on the Closing Date and the Adjusted Exercise Price, with the shares of the Company’s common stock that would have been
due to Holder as a result of such exercise of the Warrant treated as if issued to Holder and then converted into the right to receive
(i) the Closing Per Share Merger Consideration (as defined in the Merger Agreement) plus (ii) 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. For the
Series E Preferred Stock that shall be outstanding immediately prior to the Effective Time, they shall 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. 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 shall be treated as issued to
holder and converted, as of the Effective Time, 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. Due
to the termination of the Merger Agreement (Note 13) this restructuring agreement is no longer effective.
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.
For
the year ended March 31, 2024 the accretion for the Series E Preferred Stock was $27,900.
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 outstanding as of that date, including the 10% increase, accrued dividends in kind of $516,000
and the 15% Exit Fee of $108,000.
Series
G Preferred Stock
On
December 1, 2023, the Board authorized the issuance of 10,000 preferred shares to be designated as Series G Preferred Stock (“Series
G Preferred Stock”). The Series G Preferred Stock has a par value of $0.0001, a stated value of $1,200 and bear dividends at the
rate of 8% per annum, payable quarterly, to be paid in cash or in-kind, at the discretion of the Company. The Series G Preferred Stock
will vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations. The Series G Preferred
Stock is required to be redeemed by the Company no later than one calendar year from the date of its issuance. The Series G Preferred
Stock is also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice,
at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date
thereof; (b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance
date thereof; (c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date
thereof. The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice
to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption. The Holder shall
have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the
consummation of a qualified offering. The conversion price is based on the discounted market price which is the lower of: (i) A fixed
price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA ; or (ii) 100% of the
lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request,
subject to adjustment.
As
the redemption feature is mandatorily redeemable within one year of the issuance date, with a substantive conversion option, the Series
G Preferred Stock would not fall under liability classification but is to be classified as mezzanine equity.
Series
G Preferred Equity Offering
On
December 14, 2023, the Company entered into a Securities Purchase Agreement for the sale of 110 shares of Series G Preferred Stock at
a price of $1,000 per share of preferred stock, for a total of $110,000. The Purchaser also received an “Equity Incentive”,
which was an additional 35 Series G Preferred Stock issued to the Purchaser at the initial closing and deemed to be earned at the time
of its issuance. Following the initial closing, the Company and Purchaser shall mutually agree from time to time for the Company to sell
and the Purchaser to purchase up to 400 shares of Series G Preferred Stock at a price of $1,000 per share in separate closings . The
Series G Preferred Stock will earn a dividend of 8% 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.
On December 19, 2023, the Company received an initial tranche of $110,000 under the SPA, less $13,000 for legal and commission fees.
The $77,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On
January 24, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $120,000,
less $3,000 for legal and commission fees. The $23,000 discount will be accreted up to the redemption price over the one-year period
until redemption.
On
February 23, 2024, the Company entered into a consulting agreement in which it was required to issue the consultant a retainer fee to
be either $180,000 in cash or $200,000 in shares of the Company’s preferred stock. The Company issued 200 of their Series G, with
a stated value of $240,000. The $40,000 discount will be accreted up to the redemption price over the one-year period until redemption.
During
the year ending March 31, 2024, the accretion for the Series G Preferred Stock was $38,000.
Common
Stock
On
September 28, 2023, the Company increased their authorized common shares to 1,400,000,000.
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 year ended March 31, 2024, the Company sold 11,981,706 shares of common stock at a net amount of approximately $376,000, at a share
price of $0.03, of the GHS Purchase Agreement.
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.
In
the three months ended September 30, 2023, the Company sold 31,808,246 shares of common stock at a net amount of approximately $566,000,
at share price of $0.02 related to the Equity Financing Agreement.
In
the three months ended December 31, 2023, the Company sold 44,843,442 shares of common stock at a net amount of approximately $459,000,
at share prices ranging from $0.01 to $0.02, in relation to the Equity Financing Agreement. Included in this amount, on October 31, 2023,
the Company issued GHS 7,868,985 shares of common stock, for no purchase price, as consideration resulting from GHS receiving a phishing
email informing them to wire a purchase price to an incorrect bank, resulting in the Company not receiving the wire and for which GHS
resent a second wire to the Company’s correct bank.
In
the last quarter ending March 31, 2024, the Company sold 100,816,636 shares of common stock at a net amount of approximately $845,000,
at share prices of $0.008 through $0.009, in relation to the Equity Financing Agreement.
GHS
2023 Purchase Agreement
On
May 9, 2023, the Company entered into a purchase agreement (the “GHS 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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.
In
the three months ended June 30, 2023, the Company sold 28,205,605 shares of common stock at a net amount of approximately $923,000, at
share prices ranging from $0.03 to $0.04 related to the GHS 2023 Purchase Agreement.
Common
Shares Issued to Consultants
On
December 4, 2023, 40,000,000 shares of common stock were issued to a consultant under an Independent Consulting Agreement. The shares
are a non-refundable retainer on behalf of their consulting services for one year of services. The shares had a fair value of $600,000,
based on the market price of $0.015 on the grant date, recognized as consulting services in the nine months ended December 31, 2023.
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.
On
August 1, 2022, the Company issued 250,000 shares of common stock to a consultant per the terms of an agreement from June 2021, to be
issued upon the approval of a patent.
Common
Stock Issued in Relation to Business Agreement
As
of June 22, 2022, 250,000 common shares were issued in relation to a trial distribution agreement entered into with a consultant who
was to introduce the Company to customers. Additionally, the consultant was also to assist the Company in the set-up of ancillary materials
used or useful in the delivery of live shrimp, including installation of necessary equipment and facilities, logistical support, training
of staff and packaging necessary for shipment of live shrimp. After the result of the trial period, the parties could have, but decided
not to, negotiate and execute a long-term distribution agreement. The shares will be paid for by the Company withholding sufficient profits
from the sale of the live shrimp to the customers introduced by the consultant.
Common
Shares Issued to Employees
In
February and March 2024, the Company issued 700,000 shares of common stock to four employees for a bonus compensation, with a total fair
value of $8,100, based on the market price of $0.010 to $0.012 on the grant dates.
On
October 10, 2023, a new employee was issued 50,000 shares of common stock as a signing bonus with a total fair value of $1,100, based
on the market price of $0.02250 on the grant date.
NOTE
9 – OPTIONS AND WARRANTS
The
Company has not granted any options since inception.
No
warrants were issued in the year ended March 31, 2024 and 2023, nor were any warrants exercised nor expired. The outstanding warrants
have an average strike price of $0.47, with remaining terms from 3 years to 3.72 years.
All
of the warrants issued have been recognized as a liability, based on the fact it is not known if there will be sufficient authorized
shares to be issued upon settlement.
The
18,573,116 warrants outstanding as of March 31, 2024, were revalued as of year-end for a fair value of $24,000, with a decrease in the
fair value of $331,000 recognized on the 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 $0.011; a risk-free interest rate of 4.40%, to 4.59%, the
expected volatility of the Company’s common stock of 124.8% to 133.8%; the estimated remaining term, a dividend rate of 0%.
The
18,573,116 warrants outstanding as of March 31, 2023, were revalued as of year-end for a fair value of $355,000, with a decrease in the
fair value of $3,568,000 recognized on the 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 $0.05; a risk-free interest rate of 3.81%, the expected volatility
of the Company’s common stock of 121.0%; the estimated remaining term, a dividend rate of 0%.
NOTE
10 – RELATED PARTY TRANSACTIONS
Promissory
Note
On
July 10 through July 17, 2023, the Company received $140,000 in proceeds from the issuance of three promissory notes with family member
related parties. The notes bear interest at 10% and have maturity dates one year from the issuance date.
On
August 10, 2022, the Company issued a loan agreement for $300,000, with employee and family member 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 10% per annum and are due in one year from the
issuance date of the notes.
For
the year ended March 31, 2024, the interest expense for the related party promissory notes was approximately $28,000. As of March 31,
2024 and March 31, 2023, the accrued interest related to the related party promissory notes was approximately $50,000 and $22,000, respectively.
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 March 31, 2024 and 2023.
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 March 31, 2024 and March
31, 2023. As of both March 31, 2024 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 March
31, 2024 and 2023, respectively, and is classified as a current liability on the consolidated balance sheets. As of March 31, 2024 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 as of March 31, 2024 and March 31, 2023 was $54,647 and is classified as a current
liability on the consolidated balance sheets.
NOTE
11 –INCOME TAXES
The
Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes.
Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently
enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts calculated for income tax purposes.
The
components of income tax expense for the years ended March 31, 2024 and 2023 consist of the following:
SCHEDULE
OF INCOME TAX EXPENSE
| |
2024 | | |
2023 | |
Federal statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State taxes, net of federal benefit | |
| - | | |
| - | |
Permanent differences | |
| 0.9 | % | |
| 4.6 | % |
Valuation allowance | |
| (21.9 | )% | |
| (25.6 | )% |
Effective rate | |
| 0.0 | % | |
| 0.0 | % |
Significant
components of the Company’s deferred tax assets as of March 31, 2024 and 2023 are summarized below.
SCHEDULE
OF DEFERRED TAX ASSET
| |
2024 | | |
2023 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforwards | |
$ | 17,600,000 | | |
$ | 8,900,000 | |
Other | |
| 1,206,000 | | |
| (279,000 | ) |
Total deferred tax asset | |
| 18,806,000 | | |
| 8,621,000 | |
Valuation allowance | |
| (18,806,000 | ) | |
| (8,621,000 | ) |
Total | |
$ | - | | |
$ | - | |
As
of March 31, 2024, the Company had approximately $83,800,000 of federal net operating loss carry forwards. The carry forwards beginning
in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. Future utilization
of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. The Company
believes that the issuance of its common stock in exchange for Multiplayer Online Dragon, Inc. on January 30, 2015 resulted in an “ownership
change” under the rules and regulations of Section 382. Accordingly, the Company’s ability to utilize their net operating
losses generated prior to this date is limited to approximately $282,000 annually.
To
the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes,
no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the
corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.
The
Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets.
The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income
will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred
tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by
$10,185,000 and $2,949,000 in the years ended March 31, 2024 and 2023, respectively.
The
Company reviewed all income tax positions taken or that they expect to be taken for all open years and determined that the income tax
positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by
tax authorities for tax years after 2017 due to unexpired net operating loss carryforwards originating in and subsequent to that year.
The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.
NOTE
12 – 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 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
December 31, 2023, the Company moved to a new office space in Texas, and the sublease in effect was terminated. At the termination of
the original lease, the existing ROU of approximately $153,000 and lease liability of approximately $175,000 was removed, with a gain
of approximately $22,000 recognized in the year ended March 31, 2023, in the accompanying Consolidated Statement of Operations.
On
December 20, 2023, the Company entered into a sublease for a new office space in Texas, with a commencement date of January 1, 2024,
which will terminate on March 31, 2027. The monthly rates are $2,063 for April 1, 2024 through March 31, 2025, $2,192 for the second
year of April 1, 2025 through March 31, 2026 and $2,320 for the final year. On December 19, 2023, the Company paid a $2,063 security
deposit, which is included in Prepaid expenses on the accompanying consolidated balance sheet. The Company assessed its new
office lease as an operating lease.
At
inception, as of January 1, 2024, the ROU and lease liability was calculated as approximately $61,000, 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 14.5% 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 March 31, 2024:
SCHEDULE
OF MATURITIES OF LEASE LIABILITIES
| |
| | |
2025 | |
$ | 28,496 | |
2026 | |
| 30,043 | |
2027 | |
| 31,590 | |
Total future minimum lease payments | |
| 90,129 | |
Less: imputed interest | |
| 18,244 | |
Total | |
$ | 71,885 | |
NOTE
13 – 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.
Gary
Shover
A
shareholder of NaturalShrimp Holdings, Inc. (“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the
Northern District of Texas, Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of
the Company for shares Mr. Shover owns in NSH. On November 15, 2021, a hearing was held before the US District Court for the Northern
District of Texas, Dallas Division at which time Mr. Shover and the Company presented arguments as to why the Court should approve a
joint motion for settlement. After considering the argument of counsel and taking questions from those NSH Shareholders who were present
through video conferencing link, the Court approved the motion of the parties to allow Mr. Shover and all like and similarly situated
NSH Shareholders to exchange each share of NSH held by a NSH Shareholder for a share of the Company. A final Order was signed on December
6, 2021 and the case was closed by an Order of the Court of the same date. The Company is to issue approximately 93 million shares in
settlement, which as of December 6, 2021 was recognized as stock payable on the Company’s balance sheet, and its fair value of
$29,388,000, based on the market value of the Company’s common shares of $0.316 on the date the case was closed, has been recognized
in the Company’s statement of operations as legal settlement. As of March 31, 2022, 28,494,706 of the shares presented in Stock
Payable have been issued, with the fair value of $9,415,950 reclassified out of Stock Payable. In the year ended March 31, 2023, an additional
61,558,203 of shares of common stock with a fair value of $19,445,284 were issued out of the Stock Payable. In the year ended March 31,
2024, an additional 863,110 of shares of common stock with a fair value of $272,743 were issued out of the Stock Payable.
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 shall be a wholly-owned
subsidiary of Yotta (the “Merger”). In addition, Yotta would be renamed “NaturalShrimp, Incorporated” or such
other name as shall be designated by the Company. Other capitalized terms used, but not defined, herein have the respective meanings
given to such terms in the Merger Agreement.
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.
Per the Merger Agreement, if one of the parties validly terminates the Merger Agreement there will be a Breakup Fee of $3,000,000 to
be paid to them by the other party. The Breakup Fee is not intended to be a penalty, but instead is liquidated damages to compensate
the party which requests the termination, to not have any further liability with respect to the Merger Agreement. As of this filing date,
Yotta has not responded to the Company’s notice of termination and the Company has not sought payment of the Breakup Fee beyond
the July 20th notice.
As
a result of the termination of the Merger Agreement the related Deferred offering costs in current assets of $1,394,366 was expensed
in professional fees in the year ended March 31, 2024.
The
Merger Agreement had provided for aggregate consideration to be issued to securityholders of the Company of 17,500,000 shares (the “Closing
Merger Consideration Shares”) of Yotta’s common stock, par value $0.0001 per share (“Yotta Shares”), to be issued
at the effective time of the Merger (the “Effective Time”), plus an additional (i) 5,000,000 Yotta Shares if the Surviving
Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving
Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger
Consideration Shares”).
In
accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding
or deemed outstanding pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted
into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares
(to the extent the required revenue thresholds are met).
Pursuant
to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company would have entered into with
holders of such convertible securities, such convertible securities would have been canceled prior to the closing of the Merger in exchange
(except for the Series A Convertible Preferred Stock of the Company, par value $0.0001 per share (the “Series A Preferred”)
for a cash payment or Yotta Shares as follows: (i) at the option of the holder thereof, each outstanding warrant to purchase shares of
Common Stock would have been e canceled in exchange for a cash payment based on the value thereof or treated as exercised for shares
of Common Stock, in each case based on an adjusted exercise price and as otherwise set forth in the Merger Agreement and/or the individual
agreements, and if treated as exercised, converted into the right to receive such deemed shares of Common Stock’s allocable portion
of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares; (ii) each outstanding share of Series F Convertible
Preferred Stock of the Company, par value $0.0001 per share, would have been canceled and treated as if converted into shares of Common
Stock at an adjusted conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right
to receive such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent
Merger Consideration Shares; and (iii) each outstanding share of Series E Convertible Preferred Stock of the Company, par value $0.0001
per share (the “Series E Preferred”), would have been canceled and treated as if converted into shares of Common Stock at
an adjusted conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right to receive
such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration
Shares. In addition, each holder of Series E Preferred would have been entitled to receive at the Effective Time an additional number
of Closing Merger Consideration Shares as are necessary to ensure that the per-share value of the Yotta Shares that such stockholder
is entitled to receive is not less than the per-share value (based on the effective purchase price) of the aggregate Yotta Shares then
held by any Yotta stockholder after taking into account any newly-issued Yotta Shares that such Yotta stockholder acquires directly from
Yotta prior to the closing of the Merger (the “Closing”) (which will reduce the number of Closing Merger Consideration Shares
that will be issued to the Company’s other securities holders). The Series A Preferred would have been e cancelled and retired
without any conversion thereof and for no consideration.
The
Business Combination was expected to be accounted for as a reverse merger and recapitalization of NaturalShrimp into Yotta in accordance
with GAAP because NaturalShrimp has been determined to be the accounting acquirer under ASC 805 under the no-redemption and full redemption
scenarios. Under this method of accounting, Yotta will be treated as the “acquired” company for financial reporting purposes.
Accordingly, the combined assets, liabilities and results of operations of NaturalShrimp will become the historical financial statements
of NaturalShrimp Incorporated, and Yotta’s assets, liabilities and results of operations will be consolidated with NaturalShrimp
beginning on the acquisition date. For accounting purposes, the financial statements of NaturalShrimp Incorporated will represent a continuation
of the financial statements of NaturalShrimp with the transaction being treated as the equivalent of NaturalShrimp issuing stock for
the net assets of Yotta, accompanied by a recapitalization. The net assets of Yotta will be stated at historical cost, with no goodwill
or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of NaturalShrimp in future
reports of NaturalShrimp Incorporated.
NOTE
14 – SUBSEQUENT EVENTS
Subsequent
to the year ended March 31, 2024, the Company sold 72,852,004 shares of common stock at a net amount of approximately $528,000, at share
prices of $0.007 through $0.008, in relation to the Equity Financing Agreement.
On
April 3, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the
remaining January 2023 Note was partitioned into a $92,700 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $221,018. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $100,000 based on the market price of the shares of $0.010 on the execution date, resulting in an excess
of $7,300 to be recognized as a financing expense.
On April 23, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with
a stated value of $120,000. The $20,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On June 12, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $120,000.
The $20,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On July 10, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with
a stated value of $120,000. The $20,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On July 3, 2024, the Company and the Investor entered into an Exchange Agreement on the Senior Note. In the Exchange
Agreement the remaining Senior Note was partitioned into a $90,000 new promissory note, leaving the original Senior Note outstanding balance
to be reduced by $90,000. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of
common stock issued had a fair value of $90,000 based on the market price of the shares of $0.009 on the execution date
Exhibit
3.8
Exhibit 10.1.1
Exhibit
31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Gerald Easterling, certify that:
1.
|
I
have reviewed this Annual Report on Form 10-K 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:
July 16, 2024 |
|
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 Annual Report on Form 10-K 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:
July 16, 2024 |
|
Exhibit
32.1
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with this Annual Report on Form 10-K 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:
July 16, 2024 |
|
Exhibit
32.2
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with this Annual Report on Form 10-K 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/
William Delgado |
|
William
Delgado |
|
Chief
Financial Officer |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
Date:
July 16, 2024 |
|
v3.24.2
Cover - USD ($)
|
12 Months Ended |
|
|
Mar. 31, 2024 |
Jul. 11, 2024 |
Sep. 30, 2023 |
Cover [Abstract] |
|
|
|
Document Type |
10-K
|
|
|
Amendment Flag |
false
|
|
|
Document Annual Report |
true
|
|
|
Document Transition Report |
false
|
|
|
Document Period End Date |
Mar. 31, 2024
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2024
|
|
|
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 |
13601 Preston Road
|
|
|
Entity Address, Address Line Two |
Suite E1092,
|
|
|
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 Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
|
|
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 Public Float |
|
|
$ 17,715,174
|
Entity Common Stock, Shares Outstanding |
|
1,209,334,067
|
|
ICFR Auditor Attestation Flag |
false
|
|
|
Document Financial Statement Error Correction [Flag] |
false
|
|
|
Auditor Firm ID |
76
|
|
|
Auditor Name |
Turner, Stone & Company, L.L.P
|
|
|
Auditor Location |
Dallas,
Texas
|
|
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPCAOB issued Audit Firm Identifier
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorFirmId |
Namespace Prefix: |
dei_ |
Data Type: |
dei:nonemptySequenceNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorLocation |
Namespace Prefix: |
dei_ |
Data Type: |
dei:internationalNameItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:internationalNameItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as an annual report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_DocumentAnnualReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates whether any of the financial statement period in the filing include a restatement due to error correction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 402 -Subsection w
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_DocumentFinStmtErrorCorrectionFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as a transition report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1
+ Details
Name: |
dei_DocumentTransitionReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405
+ Details
Name: |
dei_EntityInteractiveDataCurrent |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
+ References
+ Details
Name: |
dei_EntityPublicFloat |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityShellCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 405
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_IcfrAuditorAttestationFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
Consolidated Balance Sheets - USD ($)
|
Mar. 31, 2024 |
Mar. 31, 2023 |
Current assets |
|
|
Cash |
$ 115,525
|
$ 216,465
|
Accounts receivable |
27,450
|
17,325
|
Inventory |
68,510
|
25,725
|
Prepaid expenses |
169,650
|
286,593
|
Deferred offering costs |
|
1,336,263
|
Total current assets |
381,135
|
1,882,371
|
Fixed assets, net |
13,301,245
|
15,043,715
|
Other assets |
|
|
Construction-in-process |
|
25,130
|
Patents, net |
5,878,500
|
6,268,500
|
License Agreement, net |
8,062,376
|
9,142,376
|
Right of Use asset |
73,449
|
204,243
|
Deposits |
20,633
|
20,633
|
Total other assets |
14,034,958
|
15,660,882
|
Total assets |
27,717,338
|
32,586,968
|
Current liabilities |
|
|
Accounts payable |
3,495,689
|
3,510,206
|
Other accrued expenses |
1,743,799
|
1,314,961
|
Short-term note and lines of credit |
19,817
|
19,817
|
Restructured Senior note payable |
27,120,000
|
|
Restructured August note payable |
2,640,000
|
2,400,000
|
Dividends payable |
544,800
|
579,248
|
Warrant liability |
24,000
|
355,000
|
Lease liability, current |
28,560
|
87,804
|
Total current liabilities |
38,528,534
|
11,221,783
|
Restructured Senior note payable |
|
21,290,000
|
Note payable, less current maturities |
|
23,604
|
Lease liability, non-current |
43,325
|
125,189
|
Total liabilities |
38,571,859
|
32,660,576
|
Commitments and contingencies (Note 13) |
|
|
Stockholders’ deficit |
|
|
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively |
500
|
500
|
Common stock, $0.0001 par value, 1,400,000,000 shares authorized, 1,116,482,063 and 803,123,748 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively |
111,712
|
80,377
|
Additional paid in capital |
126,468,749
|
121,156,733
|
Stock to be issued |
390,024
|
662,767
|
Subscription receivable |
(56,250)
|
(56,250)
|
Accumulated deficit |
(183,791,156)
|
(167,533,292)
|
Total stockholders’ deficit |
(56,876,421)
|
(45,689,165)
|
Total liabilities, mezzanine and stockholders’ deficit |
27,717,338
|
32,586,968
|
Series E Redeemable Convertible Preferred Stock [Member] |
|
|
Current liabilities |
|
|
Temporary equity, value |
1,977,900
|
2,003,557
|
Series F Redeemable Convertible Preferred Stock [Member] |
|
|
Current liabilities |
|
|
Temporary equity, value |
43,612,000
|
43,612,000
|
Series G Redeemable Convertible Preferred Stock [Member] |
|
|
Current liabilities |
|
|
Temporary equity, value |
432,000
|
|
Nonrelated Party [Member] |
|
|
Current liabilities |
|
|
Accrued interest |
107,435
|
923,387
|
Notes payable |
553,322
|
671,100
|
Related Party [Member] |
|
|
Current liabilities |
|
|
Accrued interest |
254,593
|
219,542
|
Accrued expenses - related parties |
1,116,107
|
400,306
|
Notes payable |
$ 880,412
|
$ 740,412
|
X |
- DefinitionIndefinite lived intangible assets.
+ References
+ Details
Name: |
SHMP_IndefiniteLivedIntangibleAssets |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRestructured august note payable.
+ References
+ Details
Name: |
SHMP_RestructuredAugustNotePayable |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
+ Details
Name: |
us-gaap_AccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481990/310-10-45-2
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset recognized for present right to economic benefit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 12: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset recognized for present right to economic benefit, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 45 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477796/946-210-45-21
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 45 -Paragraph 20 -SubTopic 210 -Topic 946 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477796/946-210-45-20
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(15)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSpecific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 5.A) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480341/340-10-S99-1
+ Details
Name: |
us-gaap_DeferredOfferingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment in the future.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DepositsAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DividendsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482686/350-30-45-1
+ Details
Name: |
us-gaap_IntangibleAssetsNetExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InterestPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCost of real estate projects incurred for projects for eventual sale or transfer (condominium or time share projects, vacation clubs).
+ References
+ Details
Name: |
us-gaap_InventoryRealEstateConstructionInProcess |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(24)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(26)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(21)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(21)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-5
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(13)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
+ Details
Name: |
us-gaap_LinesOfCreditCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_OtherAssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncurrent assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482955/340-10-05-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478451/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of Notes with the highest claim on the assets of the issuer in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle if longer). Senior note holders are paid off in full before any payments are made to junior note holders.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_SeniorNotes |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term notes having the highest claim on the assets of the issuer in case of bankruptcy or liquidation, due within one year or the normal operating cycle, if longer. Senior note holders are paid off in full before any payments are made to debt holders having a lesser priority of repayment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
+ Details
Name: |
us-gaap_SeniorNotesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNote received instead of cash as contribution to equity. The transaction may be a sale of capital stock or a contribution to paid-in capital.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477802/946-310-45-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481142/505-10-45-2
+ Details
Name: |
us-gaap_StockholdersEquityNoteSubscriptionsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.E.Q2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
+ Details
Name: |
us-gaap_TemporaryEquityCarryingAmountAttributableToParent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesERedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesFRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesGRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Mar. 31, 2024 |
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 |
1,400,000,000
|
1,400,000,000
|
Common stock, shares issued |
1,116,482,063
|
803,123,748
|
Common stock, shares outstanding |
1,116,482,063
|
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 |
10,000
|
10,000
|
Redeemable convertible preferred stock, shares issued |
1,656
|
1,670
|
Redeemable convertible preferred stock, shares outstanding |
1,656
|
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 G Redeemable Convertible Preferred Stock [Member] |
|
|
Redeemable convertible preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Redeemable convertible preferred stock, shares authorized |
10,000
|
10,000
|
Redeemable convertible preferred stock, shares issued |
145
|
0
|
Redeemable convertible preferred stock, shares outstanding |
145
|
0
|
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
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquityParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesEConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesFRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesGRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesAConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
Sales |
$ 446,301
|
$ 238,685
|
Cost of sales |
125,695
|
200,853
|
Net revenue |
320,606
|
37,832
|
Operating expenses: |
|
|
General and administrative |
6,879,879
|
5,923,695
|
Research and development |
|
190,855
|
Facility operations |
772,196
|
1,936,296
|
Depreciation |
1,737,825
|
1,795,427
|
Amortization |
1,470,000
|
1,470,000
|
Total operating expenses |
10,859,900
|
11,316,273
|
Net loss from operations |
(10,539,294)
|
(11,278,441)
|
Other income (expense): |
|
|
Amortization of debt discount |
(56,868)
|
(5,019,883)
|
Change in fair value of derivative liability |
|
811,000
|
Change in fair value of warrant liability |
331,000
|
3,568,000
|
Change in fair value of restructured notes payable |
(5,162,366)
|
(2,842,132)
|
Loss due to fire |
|
(869,379)
|
Gain on extinguishment of debt |
|
2,383,088
|
Extension fee |
(190,000)
|
(575,100)
|
Gain on settlement of accrued expenses |
|
124,202
|
Gain on termination of lease |
32,375
|
|
Gain on sale of machinery and equipment |
91,717
|
|
Total other expense, net |
(5,063,117)
|
(4,709,579)
|
Loss before income taxes |
(15,602,411)
|
(15,988,020)
|
Provision for income taxes |
|
|
Net loss |
(15,602,411)
|
(15,988,020)
|
Amortization of beneficial conversion feature on Preferred shares |
|
(212,048)
|
Accretion on Preferred shares |
(65,900)
|
(755,333)
|
Dividends |
(589,553)
|
(541,868)
|
Net loss available for common stockholders |
$ (16,257,864)
|
$ (17,497,269)
|
Loss per share (Basic) |
$ (0.02)
|
$ (0.02)
|
Loss per share (Diluted) |
$ (0.02)
|
$ (0.02)
|
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic) |
872,850,853
|
748,525,497
|
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted) |
872,850,853
|
748,525,497
|
Nonrelated Party [Member] |
|
|
Other income (expense): |
|
|
Interest expense |
$ (73,924)
|
$ (2,273,353)
|
Related Party [Member] |
|
|
Other income (expense): |
|
|
Interest expense |
$ (35,051)
|
$ (16,022)
|
X |
- DefinitionAccretion on preferred shares.
+ References
+ Details
Name: |
SHMP_AccretionOnPreferredShares |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmortization of beneficial conversion feature on preferred shares.
+ References
+ Details
Name: |
SHMP_AmortizationOfBeneficialConversionFeatureOnPreferredShares |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionGain on settlement of accrued expenses.
+ References
+ Details
Name: |
SHMP_GainOnSettlementOfAccruedExpenses |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_AdjustmentForAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1
+ Details
Name: |
us-gaap_CostOfGoodsAndServicesSold |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_DefinedBenefitPlanDisclosureLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4A -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-4A
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of paid and unpaid cash, stock, and paid-in-kind (PIK) dividends declared, for example, but not limited to, common and preferred stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 2 -SubTopic 405 -Topic 942 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
+ Details
Name: |
us-gaap_Dividends |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfPropertyPlantEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on termination of lease before expiration of lease term.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 40 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479092/842-20-40-1
+ Details
Name: |
us-gaap_GainLossOnTerminationOfLease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDifference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481303/470-50-40-4
+ Details
Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFor a debtor, the aggregate gain (loss) recognized on the restructuring of payables arises from the difference between the book value of the debt before the restructuring and the fair value of the payments on the debt after restructuring is complete.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 60 -Topic 470 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481408/470-60-50-1
+ Details
Name: |
us-gaap_GainsLossesOnRestructuringOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-31
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionRepresents the portion of interest incurred in the period on debt arrangements that was charged against earnings, excluding amortization of debt discount (premium) and financing costs.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69E -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69F -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
+ Details
Name: |
us-gaap_InterestExpenseDebtExcludingAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest expense classified as nonoperating.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_InterestExpenseNonoperating |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe charge against earnings in the period for the uninsured portion of a loss from a fire, explosion, or natural disaster (hurricane, earthquake).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_LossFromCatastrophes |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-31
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense for research and development. Includes, but is not limited to, cost for computer software product to be sold, leased, or otherwise marketed and writeoff of research and development assets acquired in transaction other than business combination or joint venture formation or both. Excludes write-down of intangible asset acquired in business combination or from joint venture formation or both, used in research and development activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481283/985-20-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 730 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482916/730-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 912 -SubTopic 730 -Name Accounting Standards Codification -Section 25 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479532/912-730-25-1
+ Details
Name: |
us-gaap_ResearchAndDevelopmentExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
Consolidated Statements of Changes in Stockholders' Deficit - 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
|
674,364,124
|
|
|
|
|
|
Net loss |
|
|
|
|
|
(15,988,020)
|
(15,988,020)
|
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
|
|
|
|
|
|
Net loss |
|
|
|
|
|
(15,602,411)
|
(15,602,411)
|
Issuance of common shares under financing agreement |
|
$ 21,765
|
3,146,943
|
|
|
|
3,168,708
|
Issuance of common shares under financing agreement, shares |
|
217,655,635
|
|
|
|
|
|
Shares issued upon exchange of Partitioned Note |
|
$ 3,000
|
457,000
|
|
|
|
460,000
|
Shares issued upon exchange of partitioned note, shares |
|
30,000,000
|
|
|
|
|
|
Conversion of Series E Preferred stock to common stock |
|
$ 2,399
|
825,601
|
|
|
(350,825)
|
477,175
|
Conversion of Series E Preferred stock to common stock, shares |
|
23,989,570
|
|
|
|
|
|
Accretion of Series E Preferred stock |
|
|
|
|
|
(27,900)
|
(27,900)
|
Accretion on Series G Preferred stock |
|
|
|
|
|
(38,000)
|
(38,000)
|
Dividends payable on Preferred stock |
|
|
|
|
|
(238,728)
|
(238,728)
|
Common stock issued to consultants |
|
$ 4,010
|
600,690
|
|
|
|
604,700
|
Common stock issued to consultants, shares |
|
40,100,000
|
|
|
|
|
|
Common stock issued to employees |
|
$ 75
|
9,125
|
|
|
|
9,200
|
Common stock issued to employees, shares |
|
750,000
|
|
|
|
|
|
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
|
|
|
|
|
|
Balance at Mar. 31, 2024 |
$ 500
|
$ 111,712
|
$ 126,468,749
|
$ 390,024
|
$ (56,250)
|
$ (183,791,156)
|
$ (56,876,421)
|
Balance, shares at Mar. 31, 2024 |
5,000,000
|
1,116,482,063
|
|
|
|
|
|
X |
- DefinitionCommon stock issued for legal settlement to nsh shareholders
+ References
+ Details
Name: |
SHMP_CommonStockIssuedForLegalSettlementToNshShareholders |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAccretion on Series G Preferred shares.
+ References
+ Details
Name: |
SHMP_PreferredStockAccretionOfSeriesGPreferredShares |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period shares issuance of common shares under financing agreement.
+ References
+ Details
Name: |
SHMP_StockIssuedDuringPeriodSharesIssuanceOfCommonSharesUnderFinancingAgreementShares |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period value issuance of common shares under financing agreement.
+ References
+ Details
Name: |
SHMP_StockIssuedDuringPeriodValueIssuanceOfCommonSharesUnderFinancingAgreement |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of paid and unpaid preferred stock dividends declared with the form of settlement in stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 2 -SubTopic 405 -Topic 942 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
+ Details
Name: |
us-gaap_DividendsPreferredStockStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of accretion of the preferred stock redemption discount during the period.
+ References
+ Details
Name: |
us-gaap_PreferredStockAccretionOfRedemptionDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued during the period to an employee benefit plan, such as a defined contribution or defined benefit plan.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesEmployeeBenefitPlan |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares issued during the period to an employee benefit plan, such as a defined contribution or defined benefit plan.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (d)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (d)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 848 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (a)(3)(iii)(03) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483550/848-10-65-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479832/842-10-65-8
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483421/250-10-45-24
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 23 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483421/250-10-45-23
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483421/250-10-45-5
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 5 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479654/326-10-65-5
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iv) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (i)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479343/105-10-65-6
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479343/105-10-65-6
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482615/740-10-65-8
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482615/740-10-65-8
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479654/326-10-65-4
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-5
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481674/830-30-50-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-17
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-20
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-3
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-3
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 40: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 41: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 42: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 43: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 44: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 45: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 46: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-15
Reference 47: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-16
Reference 48: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -Publisher FASB -URI https://asc.fasb.org/1943274/2147481175/810-10-55-4I
Reference 49: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476166/350-60-65-1
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net loss |
$ (15,602,411)
|
$ (15,988,020)
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
Depreciation expense |
1,737,825
|
1,795,427
|
Amortization expense |
1,470,000
|
1,470,000
|
Amortization of debt discount |
56,868
|
5,019,883
|
Change in fair value of derivative liability |
|
(811,000)
|
Change in fair value of warrant liability |
(331,000)
|
(3,568,000)
|
Change in fair value of restructured notes payable |
5,162,366
|
2,842,132
|
Extension fee |
125,000
|
575,100
|
Financing costs |
136,750
|
|
Gain on extinguishment of debt |
|
(2,383,088)
|
Gain on sale of machinery and equipment |
(91,717)
|
|
Shares issued for services |
613,900
|
99,124
|
Amortization of operating lease right-of-use assets |
38,865
|
78,510
|
Gain on termination of lease |
(32,375)
|
|
Issuance of Series G Preferred Stock for services |
200,000
|
|
Loss due to fire |
|
869,379
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
(10,125)
|
(2,940)
|
Inventory |
(42,785)
|
43,445
|
Prepaid expenses |
116,943
|
1,224,953
|
Deferred offering costs |
1,336,263
|
(1,336,263)
|
Accounts payable |
(14,074)
|
712,169
|
Other accrued expenses |
428,838
|
1,107,543
|
Accrued expenses - related parties |
715,801
|
200,306
|
Accrued interest |
91,682
|
2,249,932
|
Accrued interest - related parties |
35,051
|
16,022
|
Operating lease liabilities |
(16,804)
|
(73,260)
|
Cash used in operating activities |
(3,875,139)
|
(5,858,646)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Cash paid for fixed assets |
(42,510)
|
(2,548,447)
|
Cash received for sale of machinery and equipment |
164,000
|
700,000
|
Cash provided by (used in) investing activities |
121,490
|
(1,848,447)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Payments of notes payable |
|
(96,000)
|
Payments on notes payable, related party |
|
(5,000)
|
Repayment of short-term promissory note and lines of credit |
|
(227)
|
Proceeds from sale of stock |
3,168,708
|
3,075,745
|
Proceeds from promissory note |
|
1,465,000
|
Proceeds from promissory note, related parties |
140,000
|
250,000
|
Proceeds from convertible debentures, receipt from escrow |
|
1,500,000
|
Escrow account in relation to the proceeds from promissory notes |
|
|
Proceeds from sale of Series E Preferred Shares |
150,000
|
|
Proceeds from sale of Series G Preferred Shares |
194,000
|
|
Cash provided by financing activities |
3,652,708
|
6,189,518
|
NET CHANGE IN CASH |
(100,941)
|
(1,517,575)
|
CASH AT BEGINNING OF YEAR |
216,465
|
1,734,040
|
CASH AT END OF YEAR |
115,524
|
216,465
|
INTEREST PAID |
17,758
|
7,472
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities: |
|
|
Construction in process transferred to fixed assets |
25,130
|
1,061,971
|
Shares issued upon conversion of Preferred stock |
477,175
|
1,668,000
|
Shares issued upon exchange of Partitioned Note |
460,000
|
|
Dividends on Series E Preferred stock |
238,728
|
|
Dividends in kind issued |
516,000
|
|
Shares issued/to be issued, for legal settlement |
$ 272,743
|
|
X |
- DefinitionChange in fair value of restructured notes payable.
+ References
+ Details
Name: |
SHMP_ChangeInFairValueOfRestructuredNotesPayable |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionConstruction in process transferred to fixed assets
+ References
+ Details
Name: |
SHMP_ConstructionInProcessTransferredToFixedAssets |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDividends on series E preferred stock
+ References
+ Details
Name: |
SHMP_DividendsOnSeriesEPreferredStock |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEscrow account in relation to the proceeds from promissory notes.
+ References
+ Details
Name: |
SHMP_EscrowAccountInRelationToTheProceedsFromConvertibleDebenture |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIssuance of series G preferred shares for services.
+ References
+ Details
Name: |
SHMP_IssuanceOfSeriesGPreferredSharesForServices |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionProceeds from convertible debentures receipt
+ References
+ Details
Name: |
SHMP_ProceedsFromConvertibleDebenturesReceipt |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionProceeds from sale of preferred stock.
+ References
+ Details
Name: |
SHMP_ProceedsFromSaleOfPreferredStock |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionProceeds from sale of preferred stock series G.
+ References
+ Details
Name: |
SHMP_ProceedsFromSaleOfPreferredStockSeriesG |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionShares issued upon exchange of Partitioned Note.
+ References
+ Details
Name: |
SHMP_SharesIssuedUponExchangeOfPartitionedNote |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionShares issued to be issued for legal settlement
+ References
+ Details
Name: |
SHMP_SharesIssuedtoBeIssuedForLegalSettlement |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of amortization expense attributable to debt issuance costs.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
+ Details
Name: |
us-gaap_AmortizationOfFinancingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477401/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense for allocation of cost of intangible asset over its useful life directly used in production of good and rendering of service.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_CostOfGoodsAndServicesSoldAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4A -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-4A
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of paid and unpaid preferred stock dividends declared with the form of settlement in payment-in-kind (PIK).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 2 -SubTopic 405 -Topic 942 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
+ Details
Name: |
us-gaap_DividendsPreferredStockPaidinkind |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfPropertyPlantEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on termination of lease before expiration of lease term.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 40 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479092/842-20-40-1
+ Details
Name: |
us-gaap_GainLossOnTerminationOfLease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDifference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481303/470-50-40-4
+ Details
Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the balance sheet value of capitalized sales costs that are associated with acquiring a new insurance customers.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInDeferredPolicyAcquisitionCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInInterestPayableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInInventories |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in obligation for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -SubTopic 20 -Topic 842 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other expenses incurred but not yet paid.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-2
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IssuanceOfStockAndWarrantsForServicesOrClaims |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe net cash paid (received) associated with the acquisition or disposal of all investments, including securities and other assets.
+ References
+ Details
Name: |
us-gaap_PaymentsForProceedsFromInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from sale of machinery and equipment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 12 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-12
+ Details
Name: |
us-gaap_ProceedsFromSaleOfMachineryAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_RepaymentsOfLinesOfCredit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe fair value of stock issued in noncash financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_StockIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_SupplementalCashFlowElementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
NATURE OF THE ORGANIZATION AND BUSINESS
|
12 Months Ended |
Mar. 31, 2024 |
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
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, NaturalShrimp Global, Inc. 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 year ended March 31, 2024, the Company had a net
loss available for common stockholders of approximately $16,258,000. As of March 31, 2024, the Company had an accumulated deficit of
approximately $183,791,000 and a working capital deficit of approximately $38,147,000. 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 year ended March 31, 2024, the Company received net cash proceeds of approximately $3,169,000
from the sale of common shares, $344,000 from the sale of preferred shares (See Note 8), and $140,000 proceeds from the issuance of promissory
notes, related parties.
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.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 275 -Publisher FASB -URI https://asc.fasb.org/275/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_NatureOfOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The
consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp
USA Corporation, NaturalShrimp Global and NAS, and the 51% ownership of NaturalShrimp/Hydrenesis LLC. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Use
of Estimates
Preparing
financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic
and Diluted Earnings/Loss per Common Share
Basic
and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance
with 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 March 31, 2024,
the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately
1,116,482,000 underlying common shares, 1,656 of Series E Redeemable Convertible Preferred shares whose approximately 5,678,000 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 267,836,000 underlying common shares, 445 of Series G Redeemable
Convertible Preferred shares whose approximately 66,750,000 underlying shares are convertible at the investors’ option at a conversion
price based on the discounted market price of $0.008 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 March 31, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock
which would be converted at the holder’s option into approximately 803,124,000 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 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 3,192,000 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
192,750,000 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.
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 as of March 31, 2024 and March 31, 2023.
The
derivative and 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 liabilities during the years ended March 31, 2024 and 2023
Warrant
liability
SUMMARY
OF ACTIVITY OF DERIVATIVES AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Warrant liability balance at beginning of year | |
$ | 355,000 | | |
$ | 3,923,000 | |
Change in fair value | |
| (331,000 | ) | |
| (3,568,000 | ) |
Balance at end of year | |
$ | 24,000 | | |
$ | 355,000 | |
At
March 31, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following
weighted-average inputs: the price of the Company’s common stock of $0.011;
a risk-free interest rate ranging from 4.40%
to 4.59%,
and expected volatility of the Company’s common stock ranging from 124.8%
to 133.8%
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 option pricing 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
SCHEDULE
OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Restructured notes payable fair value at beginning of year | |
$ | 23,690,000 | | |
$ | - | |
Fair value of Promissory Notes upon Restructuring Agreement | |
| - | | |
| 20,847,867 | |
Reclass of accrued interest | |
| 907,634 | | |
| - | |
Change in fair value | |
| 5,162,366 | | |
| 2,842,133 | |
Restructured Notes Payable fair value at end of year | |
$ | 29,760,000 | | |
$ | 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 in for an estimated period, and a 45% and 40% present value factor, respectively as of March 31,
2024 and March 31, 2023. In accordance with ASC 825, the Company chose to present the component for the accrued interest in the same
line item on the accompanying consolidated 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 consolidated balance sheets approximates fair value.
Cash
and Cash Equivalents
For
the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity
of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2024 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 March 31, 2024 and 2023, the Company’s cash balance did not exceed FDIC coverage. The
Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions
and has determined the credit exposure to be negligible.
Fixed
Assets
Equipment
is carried at historical value or cost and is depreciated 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.
Income
Taxes
Deferred
income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.
In
addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in
the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely
than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be
performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes.
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.
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 March 31, 2024 and 2023, the Company believes the carrying value of
the intangible assets are still recoverable, and there is no impairment to be recognized.
Patent
Agreement
On
May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T Water Solutions, LLC (“F&T”). The Company and
F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating
and enclosed environments (the “Patent”) with each party owning a fifty percent (50%) interest. Upon the closing of the Patents
Agreement, the Company purchased F&T’s interest in the Patent, F&T’s 100% interest in a second patent associated
with the first Patent issued to F&T in March 2018, and all other intellectual property rights owned by F&T for a purchase price
of $2,000,000 in cash and issue 9,900,990 shares of the Company’s common stock with a market value of $0.505 per share for a total
fair value of $5,000,000, for a total acquisition price of $7,000,000. Amortization over the next five years is expected to be $390,000
per year, for a total of $1,950,000. Amortization expense was $390,000 and $390,000 for the years ended March 31, 2024 and 2023.
License
Agreements
On
August 25, 2021, the Company, through its 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta
Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement (“Rights”), 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,
which will be named the NSI Technologies and Equipment (“NSI Technologies”).
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 met in the current year.
The
Sales Milestones are:
SCHEDULE OF SALES MILESTONE
Year 3 | |
$ |
250,000 Royalty |
Year 4 | |
$ |
375,000 Royalty |
Year 5 | |
$ |
625,000 Royalty |
Year 6 | |
$ |
875,000 Royalty |
All subsequent years | |
$ |
1,000,000 Royalty |
For
the years ended March 31, 2024 and 2023, the amortization of the Rights was $1,080,000 and $1,080,000, respectively. The amortization
is approximately $1,080,000 per year, and approximately $5,400,000 over the next five years.
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 consolidated financial statements are issued, which may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess
such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would
be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
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.
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
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
Years ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Shrimp sales | |
$ | 146,301 | | |
$ | 238,685 | |
Technology and equipment services | |
| 300,000 | | |
| — | |
Total revenues | |
$ | 446,301 | | |
$ | 238,685 | |
On
May 21, 2023, the Company entered into a six-month agreement with a company for the use of the NSI Technologies. Per the agreement, the
customer is to pay a total of $300,000 comprised of an initial payment equal to $150,000 at execution of the contract and then $25,000
per month for the combined total of the Service Fee. As of March 31, 2024, the Company has received the total $300,000, comprised of
the initial payment and $100,000 related to the monthly service fees which began September 1, 2023.
Recently
Issued Accounting Standards
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic
280) Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable
segments. The amendments require enhanced disclosure for certain segment items and required disclosure on how management uses reported
measures to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied
to determine reportable segments. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning
in the first quarter of fiscal 2026. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
In
December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation,
and 2) information on cash income taxes paid. Additionally, specific disclosures related to unrecognized tax benefits and indefinite
reinvestment assertions were removed. For public business entities, the new requirements will be effective for annual periods beginning
after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early
adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
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 does not
expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures.
As
of March 31, 2024, 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
Management of the
Company evaluates events that have occurred after the balance sheet date of March 31, 2024, through the date which the consolidated financial
statements were issued. Based upon the review, other than described in Note 14 – Subsequent Events, the Company did not identify
any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
FIXED ASSETS
|
12 Months Ended |
Mar. 31, 2024 |
Property, Plant and Equipment [Abstract] |
|
FIXED ASSETS |
NOTE
3 – FIXED ASSETS
A
summary of the fixed assets is as follows:
SCHEDULE
OF FIXED ASSETS
| |
March
31, 2024 | | |
March
31, 2023 | |
Land | |
$ | 324,293 | | |
$ | 324,293 | |
Buildings | |
| 6,624,549 | | |
| 5,495,150 | |
Machinery and equipment | |
| 11,210,985 | | |
| 12,293,112 | |
Autos and trucks | |
| 208,771 | | |
| 307,227 | |
Fixed assets,gross | |
| 18,368,598 | | |
| 18,419,782 | |
Accumulated depreciation | |
| (5,067,353 | ) | |
| (3,376,067 | ) |
Fixed assets, net | |
$ | 13,301,245 | | |
$ | 15,043,715 | |
The
consolidated statements of operations reflect depreciation expense of approximately $1,738,000 and $1,795,000 for the years ended March
31, 2024 and 2023, respectively.
On July 3, 2022, a building containing the Company’s water treatment and purification system in La Coste, Texas (the “Water
Treatment Plant”) was completely destroyed in a fire. The Water Treatment Plant is a separate building consisting of approximately
8,000 square feet located apart from the production building, which was not damaged. Due to the damage caused by the fire, the Company
has written off approximately $1,763,000 of the fixed assets and $325,000 of the accumulated depreciation.
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 7 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
SHORT-TERM NOTE AND LINES OF CREDIT
|
12 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
SHORT-TERM NOTE AND LINES OF CREDIT |
NOTE
4 – SHORT-TERM NOTE 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 34.4% and 33.9% as of March 31, 2024 and 2023, respectively. The line of credit is unsecured. The
balance of the line of credit was $9,580 at both March 31, 2024 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 18.5% and 18.0% as of March 31, 2024 and 2023, respectively. The line of credit is secured by assets of
the Company’s subsidiaries. The balance of the line of credit is $10,237 as of March 31, 2024 and March 31, 2023.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/470/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
PROMISSORY NOTE
|
12 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
PROMISSORY NOTE |
NOTE
5 – PROMISSORY NOTE
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. On November 17, 2023, the Company received an extension of the maturity date to
June 30, 2024, for a $5,000
extension fee. The maturity date was further extended to August 15, 2024.
On
November 8, 2023, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the original note was partitioned into a $132,000 new promissory note, leaving the original January 2023 Note with an adjusted balance
of $499,968. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common stock
issued had a fair value of $160,000 based on the market price of the shares of $0.016 on the execution date, resulting in an excess of
$28,000 to be recognized as a financing expense.
On
January 17, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $99,450 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $400,518. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $110,000 based on the market price of the shares of $0.011 on the execution date, resulting in an excess
of $10,550 to be recognized as a financing expense.
On
February 22, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement
the remaining January 2023 Note was partitioned into a $91,800 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $313,718. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $190,000 based on the market price of the shares of $0.019 on the execution date, resulting in an excess
of $98,200 to be recognized as a financing expense.
April
2023 Promissory Note
On
April 21, 2023, the Company entered into a $60,000 promissory note with Yotta Investment LLC (“Yotta Investment”), 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 Acquisition Corporation, (“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 13, the Merger Agreement was terminated, and management believes the promissory note will be settled
in the Breakup Fee.
May
2023 Promissory Note
On
May 17, 2023, the Company entered into an additional $60,000 promissory note with Yotta Investment, 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 Acquisition Corporation. 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 13, the Merger Agreement was terminated,
and management believes the promissory note will be settled in the Breakup Fee.
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. During the
year ended March 31, 2024, the Company did not make the monthly payments. The balance as of both March 31, 2024 and March 31, 2023 was
$119,604, with the full balance as of March 31, 2024 and $96,000
for the year end March 31, 2023, classified in
current liabilities, on the consolidated balance sheets.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for mortgage notes payable.
+ References
+ Details
Name: |
us-gaap_MortgageNotesPayableDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
RESTRUCTURED AUGUST NOTE PAYABLE
|
12 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
RESTRUCTURED AUGUST NOTE PAYABLE |
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 13), 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 had 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 13) On
November 20, 2023, the maturity date was extended to June
30, 2024. The maturity date was further extended to August 15, 2024.
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 March 31, 2024 at approximately $2,640,000, with a
change in fair value of approximately $240,000 in the current year recognized in the accompanying Consolidated 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 March 31, 2024, the accrued interest from the restructuring date, which is included in the fair value is approximately $415,000.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for short-term debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/470/tableOfContent
+ Details
Name: |
us-gaap_ShortTermDebtTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
RESTRUCTURED SENIOR NOTE PAYABLE
|
12 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
RESTRUCTURED SENIOR NOTE PAYABLE |
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 13), 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, a termination, 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 September 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 13). Based on the termination in July of 2023, the equal monthly payments were to begin on September 20, 2023.
On July 3, 2024, the Investor issued a waiver to the Company on the equal monthly payments, which are not currently required to
be paid, through August 15, 2024.
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 March 31, 2024, 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 March 31, 2024 at approximately $27,120,000, with a change in fair value of approximately $5,830,000 recognized in the
Company’s accompanying 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 March 31, 2024, the accrued interest from the restructuring date, which is included in the fair value is approximately
$5,688,000.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-term debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/470/tableOfContent
+ Details
Name: |
us-gaap_LongTermDebtTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
STOCKHOLDERS’ EQUITY
|
12 Months Ended |
Mar. 31, 2024 |
Equity [Abstract] |
|
STOCKHOLDERS’ EQUITY |
NOTE
8 – STOCKHOLDERS’ EQUITY
Preferred
Stock
As
of March 31, 2024 and March 31, 2023, the Company had 200,000,000 shares of preferred stock authorized with a par value of $0.0001, respectively.
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 none outstanding; 10,000 shares Series
E Preferred Stock are authorized with 1,656 and 1,670 outstanding, respectively; 750,000 shares Series F Redeemable Convertible Preferred
stock are authorized with 750,000 shares outstanding, and 10,000 shares of Series G preferred stock are authorized with 445 outstanding,
respectively.
Series
E Preferred Stock
On
April 14, 2021, the Board authorized the issuance of 10,000 shares of the Company’s Series E Preferred Stock and has filed a Certificate
of Designation (“COD”) of Preferences of the Series E Convertible Preferred Stock with the State of Nevada. The shares of
Series E Preferred Stock have a stated value of $1,200 per share and are convertible into shares of common stock at the election of the
holder of the Series E Preferred Stock at any time at a price of $0.35 per share, subject to adjustment (the “Conversion Price”).
The Series E Preferred Stock is convertible into that number of shares of common stock determined by dividing the Series E Stated Value
(plus any and all other amounts which may be owing in connection therewith) by the Conversion Price, subject to certain beneficial ownership
limitations. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock
then outstanding and held by such holder, dividends at the rate of twelve percent (12%) per annum, payable quarterly. Each share of Series
E Preferred Stock shall be redeemed by the Company on the date that is no later than one calendar year from the date of its issuance.
The Series E Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first
180 days, based on the passage of time. The holders of Series E Preferred Stock rank senior to the Common Stock and Common Stock Equivalents
(as defined in the Series E Designation) with respect to payment of dividends and rights upon liquidation and will vote together with
the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a
vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). Based upon a subsequent financing, the
holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities
or units issued in a subsequent financing on a $1.00 for $1.00 basis. In the event of a Fundamental Transaction, the holder has the option
to request that the Company or the successor entity shall purchase the Preferred Stock from the Holder on the date of such request by
paying to the Holder cash in an amount equal to the Black Scholes value. Upon any triggering event as set forth in the COD, including
a change in control or the Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock
to issue to such holder upon a conversion, each holder shall have the right, exercisable at the sole option of such holder, to require
the Company to redeem all of the Series E Preferred Stock then held by such holder for a redemption price, in cash, equal to the Triggering
Redemption Amount (150% of the Stated Value and all accrued but unpaid dividends and all liquidated damages, late fees and other costs),
and increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum thereafter. Upon any liquidation,
dissolution or winding-up of the Company, the holders shall be entitled to receive out of the assets of the Company an amount equal to
the stated value, plus any accrued and unpaid dividends and any other fees or liquidated damages then due and owing for each share of
Preferred Stock, before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation
shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed
among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were
paid in full.
On
November 22, 2021, the Company entered into a securities purchase agreement (“SPA”) for 1,500 shares of the Company’s
Series E Preferred Stock, at a price of $1,000 per share and (ii) a warrant to purchase up to 1,500,000 shares of the Company’s
common stock, with an exercise price equal to $0.75, which expires in five years, for a purchase price of $1,500,000. The warrant had
a fair value of $561,000, estimated using the Black Scholes Model, with the following inputs: the price of the Company’s common
stock of $0.38; a risk-free interest rate of 1.33%, the expected volatility of the Company’s common stock of 209.9%; the estimated
remaining term, a dividend rate of 0%. The Company also issued 267,429 warrants as placement agent fees, with a fair value of $101,000,
estimated with the same assumptions. All of the warrants were classified as a liability, as it is not known if there will be sufficient
authorized shares to be issued upon settlement. The Company accreted the carrying value, reflecting the discount of $300,000 between the
stated value and purchase price and the fair value of the warrants issued of $662,000, of the Series E Preferred Stock in temporary equity
up to the redemption value over the period until its redemption which was fully accreted as of March 31, 2023.
On
April 14, 2021, the Company, entered into a share exchange agreement (the “Exchange Agreement”) with a holder of 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 Company’s
Series D Preferred Stock, par value $0.0001 per share 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.
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 Common Stock during the ten (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 which 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 Series E Preferred
shares with a stated value of $156,000, as well as an exit fee of 15% to be recognized upon conversions of the Series E Preferred shares
into shares of common stock. As of March 31, 2023, 170 shares of Series E Preferred Stock were outstanding to this holder.
During
the year ended March 31, 2023, 1,300 shares of Series E Preferred Stock were converted into 14,458,127 shares of common stock. As of
March 31, 2023 there were 1,670 shares of Series E Preferred Stock remaining outstanding.
On
November 5, 2022, the Company entered a restructuring agreement with the Series E Preferred Stockholders, whereby the Series E Preferred
Stock and the warrants outstanding as of the Closing date shall have their terms adjusted. The outstanding warrants shall be a) 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 common stock during the five trading day period immediately
prior to the Closing Date (the “Adjusted Exercise Price”); or (b) as of the Effective Time, 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 Warrant
Shares on the Closing Date and the Adjusted Exercise Price, with the shares of the Company’s common stock that would have been
due to Holder as a result of such exercise of the Warrant treated as if issued to Holder and then converted into the right to receive
(i) the Closing Per Share Merger Consideration (as defined in the Merger Agreement) plus (ii) 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. For the
Series E Preferred Stock that shall be outstanding immediately prior to the Effective Time, they shall 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. 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 shall be treated as issued to
holder and converted, as of the Effective Time, 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. Due
to the termination of the Merger Agreement (Note 13) this restructuring agreement is no longer effective.
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.
For
the year ended March 31, 2024 the accretion for the Series E Preferred Stock was $27,900.
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 outstanding as of that date, including the 10% increase, accrued dividends in kind of $516,000
and the 15% Exit Fee of $108,000.
Series
G Preferred Stock
On
December 1, 2023, the Board authorized the issuance of 10,000 preferred shares to be designated as Series G Preferred Stock (“Series
G Preferred Stock”). The Series G Preferred Stock has a par value of $0.0001, a stated value of $1,200 and bear dividends at the
rate of 8% per annum, payable quarterly, to be paid in cash or in-kind, at the discretion of the Company. The Series G Preferred Stock
will vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations. The Series G Preferred
Stock is required to be redeemed by the Company no later than one calendar year from the date of its issuance. The Series G Preferred
Stock is also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice,
at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date
thereof; (b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance
date thereof; (c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date
thereof. The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice
to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption. The Holder shall
have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the
consummation of a qualified offering. The conversion price is based on the discounted market price which is the lower of: (i) A fixed
price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA ; or (ii) 100% of the
lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request,
subject to adjustment.
As
the redemption feature is mandatorily redeemable within one year of the issuance date, with a substantive conversion option, the Series
G Preferred Stock would not fall under liability classification but is to be classified as mezzanine equity.
Series
G Preferred Equity Offering
On
December 14, 2023, the Company entered into a Securities Purchase Agreement for the sale of 110 shares of Series G Preferred Stock at
a price of $1,000 per share of preferred stock, for a total of $110,000. The Purchaser also received an “Equity Incentive”,
which was an additional 35 Series G Preferred Stock issued to the Purchaser at the initial closing and deemed to be earned at the time
of its issuance. Following the initial closing, the Company and Purchaser shall mutually agree from time to time for the Company to sell
and the Purchaser to purchase up to 400 shares of Series G Preferred Stock at a price of $1,000 per share in separate closings . The
Series G Preferred Stock will earn a dividend of 8% 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.
On December 19, 2023, the Company received an initial tranche of $110,000 under the SPA, less $13,000 for legal and commission fees.
The $77,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On
January 24, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $120,000,
less $3,000 for legal and commission fees. The $23,000 discount will be accreted up to the redemption price over the one-year period
until redemption.
On
February 23, 2024, the Company entered into a consulting agreement in which it was required to issue the consultant a retainer fee to
be either $180,000 in cash or $200,000 in shares of the Company’s preferred stock. The Company issued 200 of their Series G, with
a stated value of $240,000. The $40,000 discount will be accreted up to the redemption price over the one-year period until redemption.
During
the year ending March 31, 2024, the accretion for the Series G Preferred Stock was $38,000.
Common
Stock
On
September 28, 2023, the Company increased their authorized common shares to 1,400,000,000.
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 year ended March 31, 2024, the Company sold 11,981,706 shares of common stock at a net amount of approximately $376,000, at a share
price of $0.03, of the GHS Purchase Agreement.
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.
In
the three months ended September 30, 2023, the Company sold 31,808,246 shares of common stock at a net amount of approximately $566,000,
at share price of $0.02 related to the Equity Financing Agreement.
In
the three months ended December 31, 2023, the Company sold 44,843,442 shares of common stock at a net amount of approximately $459,000,
at share prices ranging from $0.01 to $0.02, in relation to the Equity Financing Agreement. Included in this amount, on October 31, 2023,
the Company issued GHS 7,868,985 shares of common stock, for no purchase price, as consideration resulting from GHS receiving a phishing
email informing them to wire a purchase price to an incorrect bank, resulting in the Company not receiving the wire and for which GHS
resent a second wire to the Company’s correct bank.
In
the last quarter ending March 31, 2024, the Company sold 100,816,636 shares of common stock at a net amount of approximately $845,000,
at share prices of $0.008 through $0.009, in relation to the Equity Financing Agreement.
GHS
2023 Purchase Agreement
On
May 9, 2023, the Company entered into a purchase agreement (the “GHS 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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.
In
the three months ended June 30, 2023, the Company sold 28,205,605 shares of common stock at a net amount of approximately $923,000, at
share prices ranging from $0.03 to $0.04 related to the GHS 2023 Purchase Agreement.
Common
Shares Issued to Consultants
On
December 4, 2023, 40,000,000 shares of common stock were issued to a consultant under an Independent Consulting Agreement. The shares
are a non-refundable retainer on behalf of their consulting services for one year of services. The shares had a fair value of $600,000,
based on the market price of $0.015 on the grant date, recognized as consulting services in the nine months ended December 31, 2023.
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.
On
August 1, 2022, the Company issued 250,000 shares of common stock to a consultant per the terms of an agreement from June 2021, to be
issued upon the approval of a patent.
Common
Stock Issued in Relation to Business Agreement
As
of June 22, 2022, 250,000 common shares were issued in relation to a trial distribution agreement entered into with a consultant who
was to introduce the Company to customers. Additionally, the consultant was also to assist the Company in the set-up of ancillary materials
used or useful in the delivery of live shrimp, including installation of necessary equipment and facilities, logistical support, training
of staff and packaging necessary for shipment of live shrimp. After the result of the trial period, the parties could have, but decided
not to, negotiate and execute a long-term distribution agreement. The shares will be paid for by the Company withholding sufficient profits
from the sale of the live shrimp to the customers introduced by the consultant.
Common
Shares Issued to Employees
In
February and March 2024, the Company issued 700,000 shares of common stock to four employees for a bonus compensation, with a total fair
value of $8,100, based on the market price of $0.010 to $0.012 on the grant dates.
On
October 10, 2023, a new employee was issued 50,000 shares of common stock as a signing bonus with a total fair value of $1,100, based
on the market price of $0.02250 on the grant date.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
OPTIONS AND WARRANTS
|
12 Months Ended |
Mar. 31, 2024 |
Options And Warrants |
|
OPTIONS AND WARRANTS |
NOTE
9 – OPTIONS AND WARRANTS
The
Company has not granted any options since inception.
No
warrants were issued in the year ended March 31, 2024 and 2023, nor were any warrants exercised nor expired. The outstanding warrants
have an average strike price of $0.47, with remaining terms from 3 years to 3.72 years.
All
of the warrants issued have been recognized as a liability, based on the fact it is not known if there will be sufficient authorized
shares to be issued upon settlement.
The
18,573,116 warrants outstanding as of March 31, 2024, were revalued as of year-end for a fair value of $24,000, with a decrease in the
fair value of $331,000 recognized on the 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 $0.011; a risk-free interest rate of 4.40%, to 4.59%, the
expected volatility of the Company’s common stock of 124.8% to 133.8%; the estimated remaining term, a dividend rate of 0%.
The
18,573,116 warrants outstanding as of March 31, 2023, were revalued as of year-end for a fair value of $355,000, with a decrease in the
fair value of $3,568,000 recognized on the 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 $0.05; a risk-free interest rate of 3.81%, the expected volatility
of the Company’s common stock of 121.0%; the estimated remaining term, a dividend rate of 0%.
|
X |
- References
+ Details
Name: |
SHMP_DisclosureOptionsAndWarrantsAbstract |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionOptions and warrants disclosure [Text Block]
+ References
+ Details
Name: |
SHMP_OptionsAndWarrantsDisclosureTextBlock |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Mar. 31, 2024 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
10 – RELATED PARTY TRANSACTIONS
Promissory
Note
On
July 10 through July 17, 2023, the Company received $140,000 in proceeds from the issuance of three promissory notes with family member
related parties. The notes bear interest at 10% and have maturity dates one year from the issuance date.
On
August 10, 2022, the Company issued a loan agreement for $300,000, with employee and family member 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 10% per annum and are due in one year from the
issuance date of the notes.
For
the year ended March 31, 2024, the interest expense for the related party promissory notes was approximately $28,000. As of March 31,
2024 and March 31, 2023, the accrued interest related to the related party promissory notes was approximately $50,000 and $22,000, respectively.
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 March 31, 2024 and 2023.
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 March 31, 2024 and March
31, 2023. As of both March 31, 2024 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 March
31, 2024 and 2023, respectively, and is classified as a current liability on the consolidated balance sheets. As of March 31, 2024 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 as of March 31, 2024 and March 31, 2023 was $54,647 and is classified as a current
liability on the consolidated balance sheets.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
INCOME TAXES
|
12 Months Ended |
Mar. 31, 2024 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE
11 –INCOME TAXES
The
Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes.
Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently
enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts calculated for income tax purposes.
The
components of income tax expense for the years ended March 31, 2024 and 2023 consist of the following:
SCHEDULE
OF INCOME TAX EXPENSE
| |
2024 | | |
2023 | |
Federal statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State taxes, net of federal benefit | |
| - | | |
| - | |
Permanent differences | |
| 0.9 | % | |
| 4.6 | % |
Valuation allowance | |
| (21.9 | )% | |
| (25.6 | )% |
Effective rate | |
| 0.0 | % | |
| 0.0 | % |
Significant
components of the Company’s deferred tax assets as of March 31, 2024 and 2023 are summarized below.
SCHEDULE
OF DEFERRED TAX ASSET
| |
2024 | | |
2023 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforwards | |
$ | 17,600,000 | | |
$ | 8,900,000 | |
Other | |
| 1,206,000 | | |
| (279,000 | ) |
Total deferred tax asset | |
| 18,806,000 | | |
| 8,621,000 | |
Valuation allowance | |
| (18,806,000 | ) | |
| (8,621,000 | ) |
Total | |
$ | - | | |
$ | - | |
As
of March 31, 2024, the Company had approximately $83,800,000 of federal net operating loss carry forwards. The carry forwards beginning
in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. Future utilization
of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. The Company
believes that the issuance of its common stock in exchange for Multiplayer Online Dragon, Inc. on January 30, 2015 resulted in an “ownership
change” under the rules and regulations of Section 382. Accordingly, the Company’s ability to utilize their net operating
losses generated prior to this date is limited to approximately $282,000 annually.
To
the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes,
no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the
corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.
The
Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets.
The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income
will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred
tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by
$10,185,000 and $2,949,000 in the years ended March 31, 2024 and 2023, respectively.
The
Company reviewed all income tax positions taken or that they expect to be taken for all open years and determined that the income tax
positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by
tax authorities for tax years after 2017 due to unexpired net operating loss carryforwards originating in and subsequent to that year.
The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.
|
X |
- DefinitionThe entire disclosure for income tax.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 231 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482663/740-10-55-231
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12C -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12B -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477891/740-270-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/740/tableOfContent
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-14
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-21
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-17
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482603/740-30-50-2
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
LEASE
|
12 Months Ended |
Mar. 31, 2024 |
Leases [Abstract] |
|
LEASE |
NOTE
12 – 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 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
December 31, 2023, the Company moved to a new office space in Texas, and the sublease in effect was terminated. At the termination of
the original lease, the existing ROU of approximately $153,000 and lease liability of approximately $175,000 was removed, with a gain
of approximately $22,000 recognized in the year ended March 31, 2023, in the accompanying Consolidated Statement of Operations.
On
December 20, 2023, the Company entered into a sublease for a new office space in Texas, with a commencement date of January 1, 2024,
which will terminate on March 31, 2027. The monthly rates are $2,063 for April 1, 2024 through March 31, 2025, $2,192 for the second
year of April 1, 2025 through March 31, 2026 and $2,320 for the final year. On December 19, 2023, the Company paid a $2,063 security
deposit, which is included in Prepaid expenses on the accompanying consolidated balance sheet. The Company assessed its new
office lease as an operating lease.
At
inception, as of January 1, 2024, the ROU and lease liability was calculated as approximately $61,000, 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 14.5% 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 March 31, 2024:
SCHEDULE
OF MATURITIES OF LEASE LIABILITIES
| |
| | |
2025 | |
$ | 28,496 | |
2026 | |
| 30,043 | |
2027 | |
| 31,590 | |
Total future minimum lease payments | |
| 90,129 | |
Less: imputed interest | |
| 18,244 | |
Total | |
$ | 71,885 | |
|
X |
- References
+ Details
Name: |
us-gaap_LeasesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/842-20/tableOfContent
+ Details
Name: |
us-gaap_LesseeOperatingLeasesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Mar. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
13 – 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.
Gary
Shover
A
shareholder of NaturalShrimp Holdings, Inc. (“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the
Northern District of Texas, Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of
the Company for shares Mr. Shover owns in NSH. On November 15, 2021, a hearing was held before the US District Court for the Northern
District of Texas, Dallas Division at which time Mr. Shover and the Company presented arguments as to why the Court should approve a
joint motion for settlement. After considering the argument of counsel and taking questions from those NSH Shareholders who were present
through video conferencing link, the Court approved the motion of the parties to allow Mr. Shover and all like and similarly situated
NSH Shareholders to exchange each share of NSH held by a NSH Shareholder for a share of the Company. A final Order was signed on December
6, 2021 and the case was closed by an Order of the Court of the same date. The Company is to issue approximately 93 million shares in
settlement, which as of December 6, 2021 was recognized as stock payable on the Company’s balance sheet, and its fair value of
$29,388,000, based on the market value of the Company’s common shares of $0.316 on the date the case was closed, has been recognized
in the Company’s statement of operations as legal settlement. As of March 31, 2022, 28,494,706 of the shares presented in Stock
Payable have been issued, with the fair value of $9,415,950 reclassified out of Stock Payable. In the year ended March 31, 2023, an additional
61,558,203 of shares of common stock with a fair value of $19,445,284 were issued out of the Stock Payable. In the year ended March 31,
2024, an additional 863,110 of shares of common stock with a fair value of $272,743 were issued out of the Stock Payable.
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 shall be a wholly-owned
subsidiary of Yotta (the “Merger”). In addition, Yotta would be renamed “NaturalShrimp, Incorporated” or such
other name as shall be designated by the Company. Other capitalized terms used, but not defined, herein have the respective meanings
given to such terms in the Merger Agreement.
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.
Per the Merger Agreement, if one of the parties validly terminates the Merger Agreement there will be a Breakup Fee of $3,000,000 to
be paid to them by the other party. The Breakup Fee is not intended to be a penalty, but instead is liquidated damages to compensate
the party which requests the termination, to not have any further liability with respect to the Merger Agreement. As of this filing date,
Yotta has not responded to the Company’s notice of termination and the Company has not sought payment of the Breakup Fee beyond
the July 20th notice.
As
a result of the termination of the Merger Agreement the related Deferred offering costs in current assets of $1,394,366 was expensed
in professional fees in the year ended March 31, 2024.
The
Merger Agreement had provided for aggregate consideration to be issued to securityholders of the Company of 17,500,000 shares (the “Closing
Merger Consideration Shares”) of Yotta’s common stock, par value $0.0001 per share (“Yotta Shares”), to be issued
at the effective time of the Merger (the “Effective Time”), plus an additional (i) 5,000,000 Yotta Shares if the Surviving
Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving
Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger
Consideration Shares”).
In
accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding
or deemed outstanding pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted
into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares
(to the extent the required revenue thresholds are met).
Pursuant
to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company would have entered into with
holders of such convertible securities, such convertible securities would have been canceled prior to the closing of the Merger in exchange
(except for the Series A Convertible Preferred Stock of the Company, par value $0.0001 per share (the “Series A Preferred”)
for a cash payment or Yotta Shares as follows: (i) at the option of the holder thereof, each outstanding warrant to purchase shares of
Common Stock would have been e canceled in exchange for a cash payment based on the value thereof or treated as exercised for shares
of Common Stock, in each case based on an adjusted exercise price and as otherwise set forth in the Merger Agreement and/or the individual
agreements, and if treated as exercised, converted into the right to receive such deemed shares of Common Stock’s allocable portion
of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares; (ii) each outstanding share of Series F Convertible
Preferred Stock of the Company, par value $0.0001 per share, would have been canceled and treated as if converted into shares of Common
Stock at an adjusted conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right
to receive such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent
Merger Consideration Shares; and (iii) each outstanding share of Series E Convertible Preferred Stock of the Company, par value $0.0001
per share (the “Series E Preferred”), would have been canceled and treated as if converted into shares of Common Stock at
an adjusted conversion rate as set forth in the Merger Agreement and/or such individual agreements, and converted into the right to receive
such deemed shares of Common Stock’s allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration
Shares. In addition, each holder of Series E Preferred would have been entitled to receive at the Effective Time an additional number
of Closing Merger Consideration Shares as are necessary to ensure that the per-share value of the Yotta Shares that such stockholder
is entitled to receive is not less than the per-share value (based on the effective purchase price) of the aggregate Yotta Shares then
held by any Yotta stockholder after taking into account any newly-issued Yotta Shares that such Yotta stockholder acquires directly from
Yotta prior to the closing of the Merger (the “Closing”) (which will reduce the number of Closing Merger Consideration Shares
that will be issued to the Company’s other securities holders). The Series A Preferred would have been e cancelled and retired
without any conversion thereof and for no consideration.
The
Business Combination was expected to be accounted for as a reverse merger and recapitalization of NaturalShrimp into Yotta in accordance
with GAAP because NaturalShrimp has been determined to be the accounting acquirer under ASC 805 under the no-redemption and full redemption
scenarios. Under this method of accounting, Yotta will be treated as the “acquired” company for financial reporting purposes.
Accordingly, the combined assets, liabilities and results of operations of NaturalShrimp will become the historical financial statements
of NaturalShrimp Incorporated, and Yotta’s assets, liabilities and results of operations will be consolidated with NaturalShrimp
beginning on the acquisition date. For accounting purposes, the financial statements of NaturalShrimp Incorporated will represent a continuation
of the financial statements of NaturalShrimp with the transaction being treated as the equivalent of NaturalShrimp issuing stock for
the net assets of Yotta, accompanied by a recapitalization. The net assets of Yotta will be stated at historical cost, with no goodwill
or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of NaturalShrimp in future
reports of NaturalShrimp Incorporated.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 405 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/405-30/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482648/440-10-50-4
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/450/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478522/954-440-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482648/440-10-50-4
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/440/tableOfContent
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
SUBSEQUENT EVENTS
|
12 Months Ended |
Mar. 31, 2024 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
14 – SUBSEQUENT EVENTS
Subsequent
to the year ended March 31, 2024, the Company sold 72,852,004 shares of common stock at a net amount of approximately $528,000, at share
prices of $0.007 through $0.008, in relation to the Equity Financing Agreement.
On
April 3, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the
remaining January 2023 Note was partitioned into a $92,700 new promissory note, leaving the original January 2023 Note with an adjusted
balance of $221,018. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of common
stock issued had a fair value of $100,000 based on the market price of the shares of $0.010 on the execution date, resulting in an excess
of $7,300 to be recognized as a financing expense.
On April 23, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with
a stated value of $120,000. The $20,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On June 12, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with a stated value of $120,000.
The $20,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On July 10, 2024, the Company received a tranche of $100,000 under the SPA for 100 Series G Preferred Stock with
a stated value of $120,000. The $20,000 discount will be accreted up to the redemption price over the one-year period until redemption.
On July 3, 2024, the Company and the Investor entered into an Exchange Agreement on the Senior Note. In the Exchange
Agreement the remaining Senior Note was partitioned into a $90,000 new promissory note, leaving the original Senior Note outstanding balance
to be reduced by $90,000. The partitioned note was exchanged for 10,000,000 shares of the Company’s common stock. The shares of
common stock issued had a fair value of $90,000 based on the market price of the shares of $0.009 on the execution date
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
Consolidation |
Consolidation
The
consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp
USA Corporation, NaturalShrimp Global and NAS, and the 51% ownership of NaturalShrimp/Hydrenesis LLC. All significant intercompany accounts
and transactions have been eliminated in consolidation.
|
Use of Estimates |
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/Loss per Common Share
Basic
and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance
with 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 March 31, 2024,
the Company had 5,000,000 Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately
1,116,482,000 underlying common shares, 1,656 of Series E Redeemable Convertible Preferred shares whose approximately 5,678,000 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 267,836,000 underlying common shares, 445 of Series G Redeemable
Convertible Preferred shares whose approximately 66,750,000 underlying shares are convertible at the investors’ option at a conversion
price based on the discounted market price of $0.008 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 March 31, 2023, the Company had 5,000,000 Series A Convertible Preferred Stock
which would be converted at the holder’s option into approximately 803,124,000 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 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 3,192,000 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
192,750,000 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.
|
Fair Value Measurements |
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 as of March 31, 2024 and March 31, 2023.
The
derivative and 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 liabilities during the years ended March 31, 2024 and 2023
Warrant
liability
SUMMARY
OF ACTIVITY OF DERIVATIVES AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Warrant liability balance at beginning of year | |
$ | 355,000 | | |
$ | 3,923,000 | |
Change in fair value | |
| (331,000 | ) | |
| (3,568,000 | ) |
Balance at end of year | |
$ | 24,000 | | |
$ | 355,000 | |
At
March 31, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following
weighted-average inputs: the price of the Company’s common stock of $0.011;
a risk-free interest rate ranging from 4.40%
to 4.59%,
and expected volatility of the Company’s common stock ranging from 124.8%
to 133.8%
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 option pricing 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
SCHEDULE
OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Restructured notes payable fair value at beginning of year | |
$ | 23,690,000 | | |
$ | - | |
Fair value of Promissory Notes upon Restructuring Agreement | |
| - | | |
| 20,847,867 | |
Reclass of accrued interest | |
| 907,634 | | |
| - | |
Change in fair value | |
| 5,162,366 | | |
| 2,842,133 | |
Restructured Notes Payable fair value at end of year | |
$ | 29,760,000 | | |
$ | 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 in for an estimated period, and a 45% and 40% present value factor, respectively as of March 31,
2024 and March 31, 2023. In accordance with ASC 825, the Company chose to present the component for the accrued interest in the same
line item on the accompanying consolidated 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 |
Financial
Instruments
The
Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under
the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with
the exception of discounted debt, as reflected in the consolidated balance sheets approximates fair value.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents
For
the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity
of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2024 and March 31, 2023.
|
Concentration of Credit Risk |
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 March 31, 2024 and 2023, the Company’s cash balance did not exceed FDIC coverage. The
Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions
and has determined the credit exposure to be negligible.
|
Fixed Assets |
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.
|
Income Taxes |
Income
Taxes
Deferred
income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.
In
addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in
the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely
than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be
performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes.
|
Stock-Based Compensation |
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 |
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.
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 March 31, 2024 and 2023, the Company believes the carrying value of
the intangible assets are still recoverable, and there is no impairment to be recognized.
|
Patent Agreement |
Patent
Agreement
On
May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T Water Solutions, LLC (“F&T”). The Company and
F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating
and enclosed environments (the “Patent”) with each party owning a fifty percent (50%) interest. Upon the closing of the Patents
Agreement, the Company purchased F&T’s interest in the Patent, F&T’s 100% interest in a second patent associated
with the first Patent issued to F&T in March 2018, and all other intellectual property rights owned by F&T for a purchase price
of $2,000,000 in cash and issue 9,900,990 shares of the Company’s common stock with a market value of $0.505 per share for a total
fair value of $5,000,000, for a total acquisition price of $7,000,000. Amortization over the next five years is expected to be $390,000
per year, for a total of $1,950,000. Amortization expense was $390,000 and $390,000 for the years ended March 31, 2024 and 2023.
|
License Agreements |
License
Agreements
On
August 25, 2021, the Company, through its 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta
Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement (“Rights”), 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,
which will be named the NSI Technologies and Equipment (“NSI Technologies”).
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 met in the current year.
The
Sales Milestones are:
SCHEDULE OF SALES MILESTONE
Year 3 | |
$ |
250,000 Royalty |
Year 4 | |
$ |
375,000 Royalty |
Year 5 | |
$ |
625,000 Royalty |
Year 6 | |
$ |
875,000 Royalty |
All subsequent years | |
$ |
1,000,000 Royalty |
For
the years ended March 31, 2024 and 2023, the amortization of the Rights was $1,080,000 and $1,080,000, respectively. The amortization
is approximately $1,080,000 per year, and approximately $5,400,000 over the next five years.
|
Impairment of Long-lived Assets |
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 |
Commitments
and Contingencies
Certain
conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess
such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would
be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
|
Revenue Recognition |
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.
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
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
Years ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Shrimp sales | |
$ | 146,301 | | |
$ | 238,685 | |
Technology and equipment services | |
| 300,000 | | |
| — | |
Total revenues | |
$ | 446,301 | | |
$ | 238,685 | |
On
May 21, 2023, the Company entered into a six-month agreement with a company for the use of the NSI Technologies. Per the agreement, the
customer is to pay a total of $300,000 comprised of an initial payment equal to $150,000 at execution of the contract and then $25,000
per month for the combined total of the Service Fee. As of March 31, 2024, the Company has received the total $300,000, comprised of
the initial payment and $100,000 related to the monthly service fees which began September 1, 2023.
|
Recently Issued Accounting Standards |
Recently
Issued Accounting Standards
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic
280) Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable
segments. The amendments require enhanced disclosure for certain segment items and required disclosure on how management uses reported
measures to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied
to determine reportable segments. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning
in the first quarter of fiscal 2026. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
In
December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation,
and 2) information on cash income taxes paid. Additionally, specific disclosures related to unrecognized tax benefits and indefinite
reinvestment assertions were removed. For public business entities, the new requirements will be effective for annual periods beginning
after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early
adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
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 does not
expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures.
As
of March 31, 2024, 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 |
Management’s
Evaluation of Subsequent Events
Management of the
Company evaluates events that have occurred after the balance sheet date of March 31, 2024, through the date which the consolidated financial
statements were issued. Based upon the review, other than described in Note 14 – Subsequent Events, the Company did not identify
any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
|
X |
- DefinitionPatent Acquisition [Policy Text Block]
+ References
+ Details
Name: |
SHMP_PatentAcquisitionPolicyTextBlock |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 450 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477850/954-450-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482425/460-10-50-8
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for credit risk.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478898/942-825-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_ConcentrationRiskCreditRisk |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-1
+ Details
Name: |
us-gaap_ConsolidationPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.
+ References
+ Details
Name: |
us-gaap_FairValueMeasurementPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 825 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-1
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-30/tableOfContent
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-20/tableOfContent
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.CC) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480091/360-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 05 -Paragraph 4 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482338/360-10-05-4
+ Details
Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-20
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-19
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482525/740-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(h)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-17
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-9
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482525/740-10-45-28
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-1
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-30/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 926 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483154/926-20-50-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 920 -SubTopic 350 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478609/920-350-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 920 -SubTopic 350 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478609/920-350-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 920 -SubTopic 350 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478609/920-350-50-4
+ Details
Name: |
us-gaap_IntangibleAssetsFiniteLivedPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(v) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.C.Q3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.1.Q5) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.3.Q2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.2.Q6) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for reporting subsequent events.
+ References
+ Details
Name: |
us-gaap_SubsequentEventsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Mar. 31, 2024 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] |
|
SCHEDULE OF ESTIMATED USEFUL LIVES |
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 SALES MILESTONE |
The
Sales Milestones are:
SCHEDULE OF SALES MILESTONE
Year 3 | |
$ |
250,000 Royalty |
Year 4 | |
$ |
375,000 Royalty |
Year 5 | |
$ |
625,000 Royalty |
Year 6 | |
$ |
875,000 Royalty |
All subsequent years | |
$ |
1,000,000 Royalty |
|
SCHEDULE OF REVENUE RECOGNITION |
SCHEDULE
OF REVENUE RECOGNITION
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
Years ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Shrimp sales | |
$ | 146,301 | | |
$ | 238,685 | |
Technology and equipment services | |
| 300,000 | | |
| — | |
Total revenues | |
$ | 446,301 | | |
$ | 238,685 | |
|
Promissory Note [Member] |
|
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] |
|
SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE |
Restructured
August and Senior Notes Payable
SCHEDULE
OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Restructured notes payable fair value at beginning of year | |
$ | 23,690,000 | | |
$ | - | |
Fair value of Promissory Notes upon Restructuring Agreement | |
| - | | |
| 20,847,867 | |
Reclass of accrued interest | |
| 907,634 | | |
| - | |
Change in fair value | |
| 5,162,366 | | |
| 2,842,133 | |
Restructured Notes Payable fair value at end of year | |
$ | 29,760,000 | | |
$ | 23,690,000 | |
|
Warrant [Member] |
|
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] |
|
SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE |
Warrant
liability
SUMMARY
OF ACTIVITY OF DERIVATIVES AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Warrant liability balance at beginning of year | |
$ | 355,000 | | |
$ | 3,923,000 | |
Change in fair value | |
| (331,000 | ) | |
| (3,568,000 | ) |
Balance at end of year | |
$ | 24,000 | | |
$ | 355,000 | |
|
Derivative [Member] |
|
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] |
|
SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE |
The
following is a summary of activity of Level 3 liabilities during the years ended March 31, 2024 and 2023
Warrant
liability
SUMMARY
OF ACTIVITY OF DERIVATIVES AT FAIR VALUE
| |
March 31, 2024 | | |
March 31, 2023 | |
Warrant liability balance at beginning of year | |
$ | 355,000 | | |
$ | 3,923,000 | |
Change in fair value | |
| (331,000 | ) | |
| (3,568,000 | ) |
Balance at end of year | |
$ | 24,000 | | |
$ | 355,000 | |
|
X |
- DefinitionSchedule of Property Plant and Equipment Useful Life [Table Text Block]
+ References
+ Details
Name: |
SHMP_ScheduleOfPropertyPlantAndEquipmentUsefulLifeTableTextBlock |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSchedule of Sales Milestones [Table Text Block]
+ References
+ Details
Name: |
SHMP_ScheduleOfSalesMilestonesTableTextBlock |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479319/326-20-50-13
+ Details
Name: |
us-gaap_DebtSecuritiesHeldtomaturityAllowanceForCreditLossLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-5
+ Details
Name: |
us-gaap_DisaggregationOfRevenueTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of financial instrument classified as a derivative asset (liability) after deduction of derivative liability (asset) using recurring unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_FairValueNetDerivativeAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_PromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DerivativeInstrumentRiskAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_DerivativeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
FIXED ASSETS (Tables)
|
12 Months Ended |
Mar. 31, 2024 |
Property, Plant and Equipment [Abstract] |
|
SCHEDULE OF FIXED ASSETS |
A
summary of the fixed assets is as follows:
SCHEDULE
OF FIXED ASSETS
| |
March
31, 2024 | | |
March
31, 2023 | |
Land | |
$ | 324,293 | | |
$ | 324,293 | |
Buildings | |
| 6,624,549 | | |
| 5,495,150 | |
Machinery and equipment | |
| 11,210,985 | | |
| 12,293,112 | |
Autos and trucks | |
| 208,771 | | |
| 307,227 | |
Fixed assets,gross | |
| 18,368,598 | | |
| 18,419,782 | |
Accumulated depreciation | |
| (5,067,353 | ) | |
| (3,376,067 | ) |
Fixed assets, net | |
$ | 13,301,245 | | |
$ | 15,043,715 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
INCOME TAXES (Tables)
|
12 Months Ended |
Mar. 31, 2024 |
Income Tax Disclosure [Abstract] |
|
SCHEDULE OF INCOME TAX EXPENSE |
The
components of income tax expense for the years ended March 31, 2024 and 2023 consist of the following:
SCHEDULE
OF INCOME TAX EXPENSE
| |
2024 | | |
2023 | |
Federal statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State taxes, net of federal benefit | |
| - | | |
| - | |
Permanent differences | |
| 0.9 | % | |
| 4.6 | % |
Valuation allowance | |
| (21.9 | )% | |
| (25.6 | )% |
Effective rate | |
| 0.0 | % | |
| 0.0 | % |
|
SCHEDULE OF DEFERRED TAX ASSET |
Significant
components of the Company’s deferred tax assets as of March 31, 2024 and 2023 are summarized below.
SCHEDULE
OF DEFERRED TAX ASSET
| |
2024 | | |
2023 | |
Deferred tax assets: | |
| | | |
| | |
Net operating loss carryforwards | |
$ | 17,600,000 | | |
$ | 8,900,000 | |
Other | |
| 1,206,000 | | |
| (279,000 | ) |
Total deferred tax asset | |
| 18,806,000 | | |
| 8,621,000 | |
Valuation allowance | |
| (18,806,000 | ) | |
| (8,621,000 | ) |
Total | |
$ | - | | |
$ | - | |
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-9
+ Details
Name: |
us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
LEASE (Tables)
|
12 Months Ended |
Mar. 31, 2024 |
Leases [Abstract] |
|
SCHEDULE OF MATURITIES OF LEASE LIABILITIES |
The
following is a schedule of maturities of lease liabilities as of March 31, 2024:
SCHEDULE
OF MATURITIES OF LEASE LIABILITIES
| |
| | |
2025 | |
$ | 28,496 | |
2026 | |
| 30,043 | |
2027 | |
| 31,590 | |
Total future minimum lease payments | |
| 90,129 | |
Less: imputed interest | |
| 18,244 | |
Total | |
$ | 71,885 | |
|
X |
- References
+ Details
Name: |
us-gaap_LeasesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Net loss from operation |
$ 16,257,864
|
$ 17,497,269
|
Accumulated deficit |
183,791,156
|
167,533,292
|
Working capital deficit |
38,147,000
|
|
Sale of stock consideration |
3,169,000
|
|
Proceeds from sale of Series E Preferred Shares |
344,000
|
|
Proceeds from issuance of promissory notes, related parties |
$ 140,000
|
$ 250,000
|
X |
- DefinitionProceed from sale of preferred stock.
+ References
+ Details
Name: |
SHMP_ProceedFromSaleOfPreferredStock |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
SHMP_WorkingCapitalDeficit |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.2
SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE (Details) - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Accounting Policies [Abstract] |
|
|
Warrant liability balance at beginning of year |
$ 355,000
|
$ 3,923,000
|
Change in fair value |
(331,000)
|
(3,568,000)
|
Balance at end of year |
$ 24,000
|
$ 355,000
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionValue of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2
SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE (Details) - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Accounting Policies [Abstract] |
|
|
Restructured notes payable fair value at beginning of year |
$ 23,690,000
|
|
Fair value of Promissory Notes upon Restructuring Agreement |
|
20,847,867
|
Reclass of accrued interest |
907,634
|
|
Change in fair value |
5,162,366
|
2,842,133
|
Restructured Notes Payable fair value at end of year |
$ 29,760,000
|
$ 23,690,000
|
X |
- DefinitionFair value of promissory note upon restructuring agreement.
+ References
+ Details
Name: |
SHMP_FairValueOfPromissoryNoteUponRestructuringAgreement |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionReclass of accrued interest.
+ References
+ Details
Name: |
SHMP_ReclassOfAccruedInterest |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_BuildingMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_MachineryAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_VehiclesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479773/842-30-50-10
+ Details
Name: |
us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceived |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479773/842-30-50-10
+ Details
Name: |
us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedFourYears |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479773/842-30-50-10
+ Details
Name: |
us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedNextTwelveMonths |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479773/842-30-50-10
+ Details
Name: |
us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedThreeYears |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of undiscounted cash flows to be received by lessor for sales-type and direct financing leases in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479773/842-30-50-10
+ Details
Name: |
us-gaap_SalesTypeAndDirectFinancingLeasesLeaseReceivablePaymentsToBeReceivedTwoYears |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2
X |
- DefinitionAmount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-5
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_ProductOrServiceAxis=SHMP_ShrimpSalesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ProductOrServiceAxis=SHMP_TechnologyAndEquipmentServicesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
|
|
May 21, 2023
USD ($)
|
Nov. 04, 2022 |
May 19, 2021
USD ($)
$ / shares
shares
|
Mar. 31, 2018 |
Mar. 31, 2024
USD ($)
$ / shares
shares
|
Mar. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 14, 2023
$ / shares
|
Jul. 17, 2023 |
Aug. 25, 2021 |
Jan. 01, 2016 |
Antidilutive securities | shares |
|
|
|
|
18,573,116
|
170
|
|
|
|
|
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 in for an estimated period, and a 45% and 40% present value factor,
|
|
|
|
|
|
|
|
|
Interest rate |
|
12.00%
|
|
|
|
|
|
|
|
2.00%
|
Exit fee rate |
|
15.00%
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
$ 0
|
$ 0
|
|
|
|
|
Cash, FDIC insured amount |
|
|
|
|
250,000
|
|
|
|
|
|
Partnership percentage |
|
|
|
100.00%
|
|
|
|
|
|
|
Amortization expenses |
|
|
|
|
390,000
|
390,000
|
|
|
|
|
Initial payment |
|
|
|
|
54,647
|
54,647
|
|
|
|
|
Service fee |
$ 25,000
|
|
|
|
|
|
|
|
|
|
Received initial payment |
|
|
|
|
300,000
|
|
|
|
|
|
Monthly service fees |
|
|
|
|
100,000
|
|
|
|
|
|
Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
10.00%
|
|
|
Initial payment |
150,000
|
|
|
|
|
|
|
|
|
|
Hydrenesis Technology And Equipment [Member] |
|
|
|
|
|
|
|
|
|
|
Costs and expenses, related party |
$ 300,000
|
|
|
|
|
|
|
|
|
|
Hydrenesis-Delta Systems, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Ownership percentage |
|
|
|
|
|
|
|
|
100.00%
|
|
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Patent purchase price |
|
|
$ 2,000,000
|
|
|
|
|
|
|
|
Issuance of common stock | shares |
|
|
9,900,990
|
|
|
|
|
|
|
|
Market value price per share | $ / shares |
|
|
$ 0.505
|
|
|
|
|
|
|
|
Fair value of shares |
|
|
$ 5,000,000
|
|
|
|
|
|
|
|
Cost of acquisition |
|
|
7,000,000
|
|
|
|
|
|
|
|
Amortization, Year five |
|
|
390,000
|
|
|
|
|
|
|
|
Finite lived intangible assets, net |
|
|
$ 1,950,000
|
|
|
|
|
|
|
|
Technology Rights Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
Amortization, Year five |
|
|
|
|
1,080,000
|
|
|
|
|
|
Amortization expense |
|
|
|
|
1,080,000
|
$ 1,080,000
|
|
|
|
|
Amortization, After year five |
|
|
|
|
$ 5,400,000
|
|
|
|
|
|
Technology Rights Agreement [Member] | Hydrenesis-Delta Systems, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Royalty fee, percentage |
|
|
|
|
|
|
|
|
12.50%
|
|
Measurement Input, Share Price [Member] |
|
|
|
|
|
|
|
|
|
|
Warrants, measurement input | $ / shares |
|
|
|
|
0.011
|
0.05
|
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
Warrants, measurement input |
|
|
|
|
|
3.81
|
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
Warrants, measurement input |
|
|
|
|
4.40
|
|
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
Warrants, measurement input |
|
|
|
|
4.59
|
|
|
|
|
|
Measurement Input, Price Volatility [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
Warrants, measurement input |
|
|
|
|
124.8
|
113.6
|
|
|
|
|
Measurement Input, Price Volatility [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
Warrants, measurement input |
|
|
|
|
133.8
|
121.0
|
|
|
|
|
Series E Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
1,656
|
1,500
|
|
|
|
|
Convertible preferred stock conversion,shares | shares |
|
|
|
|
5,678,000
|
|
|
|
|
|
Fixed conversion price | $ / shares |
|
|
|
|
|
$ 0.35
|
|
|
|
|
Convertible preferred stock conversion,shares | shares |
|
|
|
|
|
5,143,000
|
|
|
|
|
Series F Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
750,000
|
|
|
|
|
|
Fixed conversion price | $ / shares |
|
|
|
|
$ 0.35
|
|
|
|
|
|
Series G Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
445
|
|
|
|
|
|
Fixed conversion price | $ / shares |
|
|
|
|
$ 0.008
|
|
|
|
|
|
Market value price per share | $ / shares |
|
|
|
|
|
|
$ 1,000
|
|
|
|
Series G Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock conversion,shares | shares |
|
|
|
|
66,750,000
|
|
|
|
|
|
Series A Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
|
5,000,000
|
|
|
|
|
Preferred stock converted, shares | shares |
|
|
|
|
|
803,124,000
|
|
|
|
|
Series E Redeemable Convertible Preferred Stock One [Member] |
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock conversion,shares | shares |
|
|
|
|
|
3,192,000
|
|
|
|
|
Debt conversion, converted instrument, rate |
|
|
|
|
|
90.00%
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Preferred stock converted, shares | shares |
|
|
|
|
1,116,482,000
|
|
|
|
|
|
Convertible preferred stock conversion,shares | shares |
|
|
|
|
267,836,000
|
192,750,000
|
|
|
|
|
Series A Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
5,000,000
|
|
|
|
|
|
Series F Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
|
750,000
|
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
Antidilutive securities | shares |
|
|
|
|
|
18,573,116
|
|
|
|
|
X |
- DefinitionDebt instrument exit fee percentage.
+ References
+ Details
Name: |
SHMP_DebtInstrumentExitFeePercentage |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Definition
+ References
+ Details
Name: |
SHMP_PartnershipPercentage |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of capitalized acquisition cost incurred during period and excluded from amortization for oil- and gas-producing activities accounted for under full cost method. Excludes exploration and development costs and capitalized interest.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 932 -SubTopic 360 -Name Accounting Standards Codification -Section S50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477385/932-360-S50-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 932 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-10(c)(7)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479664/932-10-S99-1
+ Details
Name: |
us-gaap_AcquisitionCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482640/350-30-55-40
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482686/350-30-45-2
+ Details
Name: |
us-gaap_AmortizationOfIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.
+ References
+ Details
Name: |
us-gaap_CashFDICInsuredAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued for each share of convertible preferred stock that is converted.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16
+ Details
Name: |
us-gaap_ConvertiblePreferredStockSharesIssuedUponConversion |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate number of nonredeemable convertible preferred shares reserved for future issuance.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertiblePreferredStockSharesReservedForFutureIssuance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDividend or interest rate associated with the financial instrument issued in exchange for the original debt being converted in a noncash or part noncash transaction. Noncash are transactions that affect recognized assets or liabilities but that do not result in cash receipts or cash payments. Part noncash refers to that portion of the transaction not resulting in cash receipts or cash payments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of the interest rate as being fixed or variable, and, if variable, identification of the index or rate on which the interest rate is based and the number of points or percentage added to that index or rate to set the rate, and other pertinent information, such as frequency of rate resets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized that was previously reported as deferred or unearned revenue.
+ References
+ Details
Name: |
us-gaap_DeferredRevenueRevenueRecognized1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_DepreciationAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
+ Details
Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481283/985-20-50-2
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482640/350-30-55-40
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481283/985-20-50-2
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 926 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483154/926-20-50-5
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-1
+ Details
Name: |
us-gaap_FinitelivedIntangibleAssetsAcquired1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPer share conversion price of preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockConvertibleConversionPrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of common shares issuable upon conversion of preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockConvertibleSharesIssuable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued pursuant to acquisitions during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_ProductOrServiceAxis=SHMP_HydrenesisTechnologyAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=SHMP_HydrenesisDeltaSystemsLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_PatentsPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=SHMP_FAndTWaterSolutionsLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_TechnologyRightsAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=SHMP_HydrenesisDeltaSystemsLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesERedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesFRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesGRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesGPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesAConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesERedeemableConvertiblePreferredStockOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=SHMP_SeriesAConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_SeriesFPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
SCHEDULE OF FIXED ASSETS (Details) - USD ($)
|
Mar. 31, 2024 |
Mar. 31, 2023 |
Property, Plant and Equipment [Abstract] |
|
|
Land |
$ 324,293
|
$ 324,293
|
Buildings |
6,624,549
|
5,495,150
|
Machinery and equipment |
11,210,985
|
12,293,112
|
Autos and trucks |
208,771
|
307,227
|
Fixed assets,gross |
18,368,598
|
18,419,782
|
Accumulated depreciation |
(5,067,353)
|
(3,376,067)
|
Fixed assets, net |
$ 13,301,245
|
$ 15,043,715
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(14)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation of building structures held for productive use including addition, improvement, or renovation to the structure, including, but not limited to, interior masonry, interior flooring, electrical, and plumbing.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_BuildingsAndImprovementsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depletion of real estate held for productive use, excluding land held for sale.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(13)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Land |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation of tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_MachineryAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(13)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478451/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2
FIXED ASSETS (Details Narrative)
|
12 Months Ended |
|
Mar. 31, 2024
USD ($)
|
Mar. 31, 2023
USD ($)
|
Jul. 03, 2022
USD ($)
ft²
|
Property, Plant and Equipment [Line Items] |
|
|
|
Depreciation expense |
$ 1,737,825
|
$ 1,795,427
|
|
Fixed assets |
13,301,245
|
15,043,715
|
|
Accumulated depreciation |
$ 5,067,353
|
$ 3,376,067
|
|
Water Treatment and Purification System [Member] |
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
Area of land | ft² |
|
|
8,000
|
Fixed assets |
|
|
$ 1,763,000
|
Accumulated depreciation |
|
|
$ 325,000
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(14)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478451/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=SHMP_WaterTreatmentAndPurificationSystemMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Capital One Bank [Member] |
|
|
Line of Credit Facility [Line Items] |
|
|
Line of credit working capital |
$ 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 |
34.40%
|
33.90%
|
Line of credit |
$ 9,580
|
$ 9,580
|
Chase Bank [Member] |
|
|
Line of Credit Facility [Line Items] |
|
|
Line of credit working capital |
$ 25,000
|
|
Line of credit, interest rate |
18.50%
|
18.00%
|
Line of credit |
$ 10,237
|
$ 10,237
|
X |
- DefinitionThe carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_LineOfCredit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDescription of the credit facility's borrowing capacity including discussion of how the borrowing capacity is determined (for example, borrowing capacity based on the amount of current assets).
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LineOfCreditFacilityBorrowingCapacityDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe effective interest rate during the reporting period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LineOfCreditFacilityInterestRateDuringPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_LineOfCreditFacilityLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMaximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_CreditFacilityAxis=SHMP_CapitalOneBankMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CreditFacilityAxis=SHMP_ChaseBankMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
PROMISSORY NOTE (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
12 Months Ended |
|
|
|
|
Feb. 22, 2024 |
Jan. 17, 2024 |
Nov. 20, 2023 |
Nov. 17, 2023 |
Nov. 08, 2023 |
Jan. 20, 2023 |
Oct. 24, 2022 |
Jul. 15, 2020 |
Mar. 31, 2024 |
Mar. 31, 2023 |
May 17, 2023 |
Apr. 21, 2023 |
Nov. 04, 2022 |
Jan. 01, 2016 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
2.00%
|
Exit fee percent |
|
|
|
|
|
|
|
|
|
|
|
|
15.00%
|
|
Extension fee |
|
|
|
|
|
|
|
|
$ (190,000)
|
$ (575,100)
|
|
|
|
|
Maturity date |
|
|
Jun. 30, 2024
|
|
|
|
Aug. 15, 2024
|
|
|
|
|
|
|
|
Shares conversion, value |
|
|
|
|
|
|
|
|
$ 477,175
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares conversion |
|
|
|
|
|
|
|
|
23,989,570
|
|
|
|
|
|
Shares conversion, value |
|
|
|
|
|
|
|
|
$ 2,399
|
|
|
|
|
|
Commercial Paper [Member] | Yotta Investment LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
|
|
|
|
|
|
|
|
|
|
$ 60,000
|
$ 60,000
|
|
|
January 2023 Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
$ 313,718
|
$ 400,518
|
|
|
$ 499,968
|
$ 631,968
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
Debt discount |
|
|
|
|
|
$ 56,868
|
|
|
|
|
|
|
|
|
Cash received from debt instrument |
|
|
|
|
|
$ 575,100
|
|
|
|
|
|
|
|
|
Exit fee percent |
|
|
|
|
|
15.00%
|
|
|
|
|
|
|
|
|
Extension fee |
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
Maturity date |
|
|
|
Aug. 15, 2024
|
|
|
|
|
|
|
|
|
|
|
January 2023 Note [Member] | New Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
91,800
|
99,450
|
|
|
132,000
|
|
|
|
|
|
|
|
|
|
January 2023 Note [Member] | Commercial Paper [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing expenses |
$ 98,200
|
$ 10,550
|
|
|
$ 28,000
|
|
|
|
|
|
|
|
|
|
January 2023 Note [Member] | Commercial Paper [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares conversion |
10,000,000
|
10,000,000
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
Shares conversion, value |
$ 190,000
|
$ 110,000
|
|
|
$ 160,000
|
|
|
|
|
|
|
|
|
|
Shares conversion, per share price |
$ 0.019
|
$ 0.011
|
|
|
$ 0.016
|
|
|
|
|
|
|
|
|
|
Promissory Note [Member] | Williams [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
|
|
|
|
|
|
|
$ 383,604
|
|
|
|
|
|
|
Debt Instrument, Periodic Payment |
|
|
|
|
|
|
|
$ 8,000
|
|
|
|
|
|
|
Long-Term Debt |
|
|
|
|
|
|
|
|
$ 119,604
|
119,604
|
|
|
|
|
Notes Payable, Current |
|
|
|
|
|
|
|
|
|
$ 96,000
|
|
|
|
|
X |
- DefinitionDebt instrument exit fee percentage.
+ References
+ Details
Name: |
SHMP_DebtInstrumentExitFeePercentage |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments including both interest and principal payments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPayment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after accumulated amortization, of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-1A
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThis element represents interest incurred for borrowed money which was used to produce goods or render services.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_FinancingInterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_LongTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_CommercialPaperMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=SHMP_YottaInvestmentLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_JanuaryTwoThousandTwentyThreeNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=SHMP_NewPromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_PromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_WilliamsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
RESTRUCTURED AUGUST NOTE PAYABLE (Details Narrative) - USD ($)
|
|
|
|
|
12 Months Ended |
|
|
|
Nov. 20, 2023 |
Oct. 24, 2022 |
Aug. 17, 2022 |
Mar. 01, 2022 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Jun. 30, 2023 |
Nov. 04, 2022 |
Jan. 01, 2016 |
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
Debt instrument interest rate percentage |
|
|
|
|
|
|
|
12.00%
|
2.00%
|
Exit fee percent |
|
|
|
|
|
|
|
15.00%
|
|
Debt instrument, redemption, percentage |
|
|
|
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 13), 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”).
|
|
|
|
|
Extended maturity date |
Jun. 30, 2024
|
Aug. 15, 2024
|
|
|
|
|
|
|
|
Restructured august note payable |
|
|
|
|
$ 2,640,000
|
$ 2,400,000
|
|
|
|
Change in fair value of restructed debt |
|
|
|
|
(5,162,366)
|
(2,842,132)
|
|
|
|
Restructured August Note [Member] |
|
|
|
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
Debt discount and accrued interest |
|
|
|
|
1,933,000
|
|
|
|
|
Loss in extinguishment |
|
|
|
|
157,000
|
|
|
|
|
Restructured august note payable |
|
|
|
|
2,640,000
|
2,400,000
|
|
|
|
Change in fair value of restructed debt |
|
|
|
|
240,000
|
$ 467,000
|
|
|
|
Revalued debt amount |
|
|
|
|
$ 415,000
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
$ 272,000
|
|
|
Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
$ 5,433,333
|
|
|
|
|
|
|
Debt instrument interest rate percentage |
|
|
12.00%
|
|
|
|
|
|
|
Debt instrument unamortized discount |
|
|
$ 433,333
|
|
|
|
|
|
|
Debt instrument transaction expense |
|
|
10,000
|
|
|
|
|
|
|
Proceeds from debt |
|
|
1,100,000
|
|
|
|
|
|
|
Escrow deposit |
|
|
3,900,000
|
|
|
|
|
|
|
Debt instrument, fair value |
|
|
$ 3,400,000
|
|
|
|
|
|
|
Exit fee percent |
|
|
15.00%
|
|
|
|
|
|
|
Debt instrument, redemption, percentage |
|
|
15.00%
|
|
|
|
|
|
|
Debt instrument outstanding face amount |
|
|
$ 816,500
|
|
|
|
|
|
|
Increase in outstanding balance, percentage |
|
|
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
|
|
|
|
|
|
|
X |
- DefinitionDebt instrument exit fee percentage.
+ References
+ Details
Name: |
SHMP_DebtInstrumentExitFeePercentage |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDebt instrument outstanding amount.
+ References
+ Details
Name: |
SHMP_DebtInstrumentOutstandingAmount |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDescription for uplisted term and trigger events.
+ References
+ Details
Name: |
SHMP_DescriptionForUplistedTermAndTriggerEvents |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncrease in outstanding balance percentage.
+ References
+ Details
Name: |
SHMP_IncreaseInOutstandingBalancePercentage |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionRestructured august note payable.
+ References
+ Details
Name: |
SHMP_RestructuredAugustNotePayable |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value portion of accrued expenses.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_AccruedLiabilitiesFairValueDisclosure |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-10
+ Details
Name: |
us-gaap_DebtInstrumentFairValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncrease for accrued, but unpaid interest on the debt instrument for the period.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentIncreaseAccruedInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69E -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69F -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
+ Details
Name: |
us-gaap_DebtInstrumentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentPaymentTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage price of original principal amount of debt at which debt can be redeemed by the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 470 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentRedemptionPricePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, after accumulated amortization, of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-1A
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe designation of funds furnished by a borrower to a lender to assure future payments of the borrower's real estate taxes and insurance obligations with respect to a mortgaged property. Escrow deposits may be made for a variety of other purposes such as earnest money and contingent payments. This element excludes replacement reserves which are an escrow separately provided for within the US GAAP taxonomy.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478522/954-440-50-1
+ Details
Name: |
us-gaap_EscrowDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
+ Details
Name: |
us-gaap_ExtinguishmentOfDebtGainLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFor a debtor, the aggregate gain (loss) recognized on the restructuring of payables arises from the difference between the book value of the debt before the restructuring and the fair value of the payments on the debt after restructuring is complete.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 60 -Topic 470 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481408/470-60-50-1
+ Details
Name: |
us-gaap_GainsLossesOnRestructuringOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_RestructuredAugustNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
RESTRUCTURED SENIOR NOTE PAYABLE (Details Narrative)
|
|
|
|
12 Months Ended |
|
|
|
Nov. 04, 2022
USD ($)
|
Aug. 17, 2022
USD ($)
|
Dec. 15, 2021
USD ($)
$ / shares
|
Mar. 31, 2024
USD ($)
$ / shares
|
Jun. 30, 2023
USD ($)
|
Mar. 31, 2023
USD ($)
$ / shares
|
Jan. 01, 2016 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
Debt instrument interest rate percentage |
12.00%
|
|
|
|
|
|
2.00%
|
Common stock, par value | $ / shares |
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
Revalued debt amount |
|
|
|
|
|
$ 21,290,000
|
|
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. As of March 31, 2024, the Company is in full compliance with the covenants and
Events 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
|
|
|
|
Fair value option, changes |
|
|
|
$ 30,028,000
|
|
|
|
Share price | $ / shares |
|
|
|
$ 0.16
|
|
|
|
Fair value derivative |
|
|
|
$ 27,120,000
|
|
|
|
Change in fair value |
|
|
|
5,830,000
|
|
|
|
Revalued debt amount |
|
|
|
|
|
21,290,000
|
|
Revalued debt amount |
|
|
|
$ 5,688,000
|
|
$ 2,376,000
|
|
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] |
|
|
|
|
|
|
|
Outstanding balance |
|
$ 5,433,333
|
|
|
|
|
|
Debt instrument interest rate percentage |
|
12.00%
|
|
|
|
|
|
Repayments of 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%
|
|
|
|
|
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] |
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
Outstanding balance |
|
|
$ 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
|
|
|
|
|
Common stock, par value | $ / shares |
|
|
$ 0.0001
|
|
|
|
|
Amended and Restated Secured Promissory Note [Member] |
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
Outstanding balance |
|
|
|
|
$ 2,675,000
|
|
|
Repayments of debt |
$ 10,000,000
|
|
|
|
|
|
|
Percentage of exit fee |
15.00%
|
|
|
|
|
|
|
Debt instrument convertible terms of conversion feature description |
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 September 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”).
|
|
|
|
|
|
|
X |
- DefinitionFair value option changes in fair value gain loss.
+ References
+ Details
Name: |
SHMP_FairValueOptionChangesInFairValueGainLoss |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value portion of accrued expenses.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_AccruedLiabilitiesFairValueDisclosure |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of conversion terms for debt instrument.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-6
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-7
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleTermsOfConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-10
+ Details
Name: |
us-gaap_DebtInstrumentFairValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of debt redemption features under terms of the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 470 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentRedemptionDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDiscussion of the facts and amounts pertaining to each failure to comply with an affirmative or negative covenant of a long-term debt instrument, including violating payment terms or an inability to meet certain minimum financial requirements or achieve or maintain certain financial ratios. The discussion would generally be expected to also include whether or not the failure can and will be overcome and a description of the terms of any waivers, including the amount of the waiver and the period of time covered by the waiver, and if reclassification of long-term debt to current has been made in the current balance sheet.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-5
+ Details
Name: |
us-gaap_DefaultLongtermDebtDescriptionOfViolationOrEventOfDefault |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFair values as of the balance sheet date of the net amount of all assets and liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 5 -SubTopic 10 -Topic 815 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480463/815-10-45-5
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_DerivativeAssetsLiabilitiesAtFairValueNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFair value of the assets less the liabilities of a derivative or group of derivatives.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-10
+ Details
Name: |
us-gaap_DerivativeFairValueOfDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
+ Details
Name: |
us-gaap_ExtinguishmentOfDebtGainLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFor each line item in the statement of financial position, the amounts of gains and losses from fair value changes included in earnings.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-30
+ Details
Name: |
us-gaap_FairValueOptionChangesInFairValueGainLoss1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAggregate net gain (loss) on all derivative instruments recognized in earnings during the period, before tax effects.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-4A
+ Details
Name: |
us-gaap_GainLossOnDerivativeInstrumentsNetPretax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of Notes with the highest claim on the assets of the issuer in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle if longer). Senior note holders are paid off in full before any payments are made to junior note holders.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_SeniorNotes |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum amount that the issuer could be required to pay to redeem the instrument by physical settlement, if applicable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481648/480-10-50-2
+ Details
Name: |
us-gaap_SharesSubjectToMandatoryRedemptionSettlementTermsMaximumAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_DecemberFifteenTwoThousandTwentyOneDebentureMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_RestructuredSeniorNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=SHMP_DecemberFifteenTwoThousandTwentyOneDebentureMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ScheduleOfSharesSubjectToMandatoryRedemptionBySettlementTermsAxis=us-gaap_DebenturesSubjectToMandatoryRedemptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_AmendedAndRestatedSecuredPromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
STOCKHOLDERS’ EQUITY (Details Narrative)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Feb. 23, 2024
USD ($)
shares
|
Jan. 24, 2024
USD ($)
shares
|
Dec. 19, 2023
USD ($)
|
Dec. 14, 2023
USD ($)
$ / shares
shares
|
Dec. 04, 2023
shares
|
Dec. 01, 2023
USD ($)
$ / shares
shares
|
Oct. 31, 2023
shares
|
Oct. 10, 2023
USD ($)
$ / shares
shares
|
Jul. 24, 2023
USD ($)
$ / shares
shares
|
Jun. 19, 2023
USD ($)
$ / shares
shares
|
May 09, 2023
USD ($)
shares
|
May 01, 2023
USD ($)
shares
|
Apr. 28, 2023
USD ($)
Integer
$ / shares
|
Nov. 05, 2022 |
Nov. 04, 2022
USD ($)
shares
|
Aug. 17, 2022 |
Aug. 01, 2022
shares
|
Jun. 22, 2022
USD ($)
|
Jun. 16, 2022
USD ($)
shares
|
Mar. 01, 2022
USD ($)
shares
|
Nov. 22, 2021
USD ($)
$ / shares
shares
|
Apr. 14, 2021
$ / shares
shares
|
Mar. 31, 2024
USD ($)
$ / shares
shares
|
Feb. 29, 2024
USD ($)
$ / shares
shares
|
Mar. 31, 2024
USD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Sep. 30, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2023
USD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
$ / shares
|
Mar. 31, 2024
USD ($)
$ / shares
shares
|
Mar. 31, 2023
USD ($)
$ / shares
shares
|
Sep. 28, 2023
shares
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000,000
|
|
200,000,000
|
|
|
|
|
200,000,000
|
200,000,000
|
|
Preferred stock, par value | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Fair value of warrants adjustment | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ (331,000)
|
$ (3,568,000)
|
|
Beneficial conversion feature | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 99,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of series E preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase series E preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase series E preferred value | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 156,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, redemption, percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of series E preferred shares | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,900
|
|
|
Preferred stock dividends in kind | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
516,000
|
|
|
Received initial tranche | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,465,000
|
|
Cash | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 115,525
|
|
$ 115,525
|
|
|
|
|
$ 115,525
|
$ 216,465
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400,000,000
|
|
1,400,000,000
|
|
|
|
|
1,400,000,000
|
1,400,000,000
|
1,400,000,000
|
Issuance of sale of equity | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,168,708
|
$ 3,075,745
|
|
Commson stock par value | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Consultant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
40,000,000
|
|
|
|
|
100,000
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
$ 0.047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.015
|
|
|
$ 0.015
|
|
|
|
Number of shares issued, value | $ |
|
|
|
|
|
|
|
|
|
$ 4,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 600,000
|
|
|
|
New Employees [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700,000
|
700,000
|
|
|
|
|
|
|
|
|
Number of shares issued, value | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 8,100
|
$ 8,100
|
|
|
|
|
|
|
|
|
New Employee [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
$ 0.02250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, value | $ |
|
|
|
|
|
|
|
$ 1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.81
|
|
Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, redemption, percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GHS Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of series E preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
80.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.03
|
|
$ 0.03
|
|
|
|
|
$ 0.03
|
|
|
Number of shares 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,981,706
|
52,018,294
|
|
Common stock, shares sold, value | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 376,000
|
$ 3,076,000
|
|
Equity Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.02
|
|
|
|
|
|
Sale of stock consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,816,636
|
44,843,442
|
31,808,246
|
|
|
|
|
|
Common stock, shares sold, value | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 845,000
|
$ 459,000
|
$ 566,000
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GHS 2023 Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,205,605
|
|
|
|
|
Common stock, shares sold, value | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 923,000
|
|
|
|
|
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 2023 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 2023 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate purchase price | $ |
|
|
|
|
|
|
|
|
|
|
$ 6,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Agreement [Member] | Consultant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, value | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum [Member] | New Employees [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.010
|
$ 0.010
|
$ 0.010
|
|
|
|
|
$ 0.010
|
|
|
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.40
|
|
4.40
|
|
|
|
|
4.40
|
|
|
Minimum [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124.8
|
|
124.8
|
|
|
|
|
124.8
|
113.6
|
|
Minimum [Member] | GHS Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.04
|
|
Minimum [Member] | Equity Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.008
|
|
$ 0.008
|
$ 0.01
|
|
|
$ 0.01
|
$ 0.008
|
|
|
Minimum [Member] | GHS 2023 Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.04
|
|
|
|
|
Maximum [Member] | New Employees [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.012
|
$ 0.012
|
$ 0.012
|
|
|
|
|
$ 0.012
|
|
|
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.59
|
|
4.59
|
|
|
|
|
4.59
|
|
|
Maximum [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133.8
|
|
133.8
|
|
|
|
|
133.8
|
121.0
|
|
Maximum [Member] | GHS Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
Maximum [Member] | Equity Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.009
|
|
$ 0.009
|
$ 0.02
|
|
|
$ 0.02
|
$ 0.009
|
|
|
Maximum [Member] | GHS 2023 Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.03
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,989,570
|
|
|
Accretion of series E preferred shares | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] | Equity Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
7,868,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000,000
|
|
5,000,000
|
|
|
|
|
5,000,000
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000,000
|
|
5,000,000
|
|
|
|
|
5,000,000
|
|
|
Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
5,000
|
|
|
|
|
5,000
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
|
|
|
0
|
|
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
5,000
|
|
|
|
|
5,000
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
|
|
|
0
|
|
|
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,739.63
|
|
|
|
|
|
|
|
|
|
|
Series D Preferred Stock [Member] | Share Exchange Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, par value | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
Exchange aggregate Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
10,000
|
|
|
|
|
10,000
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,656
|
|
1,656
|
|
|
|
|
1,656
|
1,670
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,200
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock conversion price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.35
|
|
|
|
|
|
|
|
|
|
|
Dividend rate per annum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
Percentage of stated value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150.00%
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
940
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
Conversion of shares issued |
|
|
|
|
|
|
|
|
|
|
|
23,989,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,300
|
|
Excess stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,670
|
|
Accretion of series E preferred shares | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 27,900
|
|
|
Conversion of shares |
|
|
|
|
|
|
|
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends in kind | $ |
|
|
|
|
|
|
|
|
|
|
|
$ 516,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exit fee | $ |
|
|
|
|
|
|
|
|
|
|
|
$ 108,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.38
|
|
|
|
|
|
|
|
|
|
|
|
Exchange of shares, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the
holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities
or units issued in a subsequent financing on a $1.00 for $1.00 basis
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price of warrants | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants adjustment | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 561,000
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
|
Warrants issue as placement agent fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267,429
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrant issued | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 101,000
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued in temporary equity | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 662,000
|
|
Share price | $ / shares |
|
|
|
|
|
|
|
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, value | $ |
|
|
|
|
|
|
|
|
$ 156,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend rate |
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.33
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
209.9
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reedemable options percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115.00%
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reedemable options percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125.00%
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Maximum [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant to purchase shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.75
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred Stock [Member] | Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,458,127
|
|
Series F Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,000
|
|
750,000
|
|
|
|
|
750,000
|
750,000
|
|
Temporary equity, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,000
|
|
750,000
|
|
|
|
|
750,000
|
750,000
|
|
Preferred Stock conversion price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.35
|
|
$ 0.35
|
|
|
|
|
$ 0.35
|
|
|
Temporary equity, par value | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Series F Redeemable Convertible Preferred Stock [Member] | 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
|
|
|
Series G Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares authorized |
|
100
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
10,000
|
|
|
|
|
10,000
|
10,000
|
|
Temporary equity, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145
|
|
145
|
|
|
|
|
145
|
0
|
|
Number of shares issued |
200
|
|
|
110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
|
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock conversion price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.008
|
|
$ 0.008
|
|
|
|
|
$ 0.008
|
|
|
Share price | $ / shares |
|
|
|
$ 1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, value | $ |
|
|
$ 110,000
|
$ 110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, par value | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Temporary equity, stated value | $ |
$ 240,000
|
$ 120,000
|
|
|
|
$ 1,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, dividend rate |
|
|
|
8.00%
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of shares additional |
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of shares |
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal and commission fees | $ |
|
3,000
|
13,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption discount | $ |
40,000
|
23,000
|
$ 77,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received initial tranche | $ |
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion for preferred stock | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 38,000
|
|
$ 38,000
|
|
|
|
|
$ 38,000
|
|
|
Series G Redeemable Convertible Preferred Stock [Member] | Consulting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued, value | $ |
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash | $ |
$ 180,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series G Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
10,000
|
|
|
|
|
10,000
|
|
|
Temporary equity, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445
|
|
445
|
|
|
|
|
445
|
|
|
X |
- DefinitionAccretion for preferred stock value.
+ References
+ Details
Name: |
SHMP_AccretionForPreferredStockValue |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionBeneficial ownership limitation percent.
+ References
+ Details
Name: |
SHMP_BeneficialOwnershipLimitationPercent |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDebt instrument trading value.
+ References
+ Details
Name: |
SHMP_DebtInstrumentTradingValue |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExchange aggregate Preferred Stock.
+ References
+ Details
Name: |
SHMP_ExchangeAggregatePreferredStock |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExchange of shares, description.
+ References
+ Details
Name: |
SHMP_ExchangeOfSharesDescription |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExpected dividends to be paid to holders of the underlying shares or financial instruments (expressed as a percentage of the share or instrument's price).
+ References
+ Details
Name: |
SHMP_FairValueAssumptionExpectedDividendRate |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFair Value of Warrant Issued.
+ References
+ Details
Name: |
SHMP_FairValueOfWarrantIssued |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionFair value of warrants issued in temporary equity.
+ References
+ Details
Name: |
SHMP_FairValueOfWarrantsIssuedInTemporaryEquity |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncrease in Series E Preferred shares to one holder based on certain rights.
+ References
+ Details
Name: |
SHMP_IncreaseInSeriesEPreferredSharesToOneHolderBasedOnCertainRights |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionIncrease in series E preferred shares to one holder based on certain rights shares
+ References
+ Details
Name: |
SHMP_IncreaseInSeriesEPreferredSharesToOneHolderBasedOnCertainRightsShares |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of series E preferred shares to one holder
+ References
+ Details
Name: |
SHMP_PercentageOfSeriesEPreferredSharesToOneHolder |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of stated value.
+ References
+ Details
Name: |
SHMP_PercentageOfStatedValue |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionReedemable options percentage.
+ References
+ Details
Name: |
SHMP_ReedemableOptionsPercentage |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period shares new issues additional.
+ References
+ Details
Name: |
SHMP_StockIssuedDuringPeriodSharesNewIssuesAdditional |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock purchase during period shares.
+ References
+ Details
Name: |
SHMP_StockPurchaseDuringPeriodShares |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWarrants issue as placement agent fees.
+ References
+ Details
Name: |
SHMP_WarrantsIssuedAsPlacementAgentFees |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expenses associated with exit or disposal activities pursuant to an authorized plan. Includes, but is not limited to, one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, and termination benefits associated with an ongoing benefit arrangement. Excludes expenses associated with special or contractual termination benefits, a discontinued operation or an asset retirement obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_BusinessExitCosts1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 45 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477796/946-210-45-21
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 45 -Paragraph 20 -SubTopic 210 -Topic 946 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477796/946-210-45-20
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483014/272-10-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482987/272-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ClassOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of conversion of original debt instrument in noncash or part noncash transaction.
+ References
+ Details
Name: |
us-gaap_DebtConversionDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-8
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleBeneficialConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThreshold number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage within a specified consecutive trading period to trigger conversion feature.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleThresholdTradingDays |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:integerItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of the type of equity security or securities into which conversion will be made (for example, common stock or preferred shares).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-6
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-7
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleTypeOfEquitySecurity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPercentage price of original principal amount of debt at which debt can be redeemed by the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 470 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentRedemptionPricePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of paid and unpaid preferred stock dividends declared with the form of settlement in payment-in-kind (PIK).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 2 -SubTopic 405 -Topic 942 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
+ Details
Name: |
us-gaap_DividendsPreferredStockPaidinkind |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of excess stock held by shareholders.
+ References
+ Details
Name: |
us-gaap_ExcessStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(6)) -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_LegalFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to reacquire common stock during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsForRepurchaseOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of accretion of the preferred stock redemption discount during the period.
+ References
+ Details
Name: |
us-gaap_PreferredStockAccretionOfRedemptionDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer share conversion price of preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockConvertibleConversionPrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe percentage rate used to calculate dividend payments on preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
+ Details
Name: |
us-gaap_PreferredStockDividendRatePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe excess of (1) the carrying amount of the preferred stock in the registrant's balance sheet over (2) the fair value of the consideration transferred to the holders of the preferred stock, during the accounting period, which will be added to net earnings to arrive at net earnings available to common shareholders in the calculation of earnings per share.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480408/260-10-S99-2
+ Details
Name: |
us-gaap_PreferredStockRedemptionDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of consideration received by subsidiary or equity investee in exchange for shares of stock issued or sold. Includes amount of cash received, fair value of noncash assets received, and fair value of liabilities assumed by the investor.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedPerTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesPurchaseOfAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValuePurchaseOfAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPer share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquityParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount of the par value of temporary equity outstanding. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquityValueExcludingAdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_ConsultantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_NewEmployeesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_NewEmployeeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_GHSPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_EquityFinancingAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=SHMP_GHSInvestmentLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_GHSTwoThousandTwentyThreePurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_BusinessAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_ShareExchangeAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_PreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesFRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesGRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_ConsultingAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
OPTIONS AND WARRANTS (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Change in fair value of warrant liability |
$ (331,000)
|
$ (3,568,000)
|
Common Stock [Member] | Black-Schole Model [Member] |
|
|
Share price |
$ 0.011
|
$ 0.05
|
Minimum [Member] |
|
|
Warrant remaining term |
3 years
|
|
Maximum [Member] |
|
|
Warrant remaining term |
3 years 8 months 19 days
|
|
Warrant [Member] |
|
|
Average strike price |
$ 0.47
|
|
Warrant outstanding |
18,573,116
|
18,573,116
|
Warrant liability |
$ 24,000
|
$ 355,000
|
Change in fair value of warrant liability |
$ 331,000
|
$ 3,568,000
|
Risk-free interest rate, Minimum |
4.40%
|
|
Risk free interest rate, Maximum |
4.59%
|
|
Expected volatility rate, Minimum |
124.80%
|
|
Expected volatility rate, Maximum |
133.80%
|
|
Expected dividend rate |
0.00%
|
0.00%
|
Risk-free interest rate |
|
3.81%
|
Expected volatility rate |
|
121.00%
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of warrants or rights outstanding.
+ References
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe estimated measure of the maximum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMaximum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRateMinimum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe risk-free interest rate assumption that is used in valuing an option on its own shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iv) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe maximum risk-free interest rate assumption that is used in valuing an option on its own shares.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMaximum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe minimum risk-free interest rate assumption that is used in valuing an option on its own shares.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRateMinimum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstandingTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ValuationTechniqueAxis=SHMP_BlackScholeModelMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
|
|
|
12 Months Ended |
|
|
|
|
Jul. 17, 2023 |
Aug. 10, 2022 |
May 11, 2021 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Mar. 31, 2022 |
May 21, 2023 |
Nov. 04, 2022 |
Aug. 10, 2021 |
Jan. 01, 2016 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Debt interest rate |
|
|
|
|
|
|
|
12.00%
|
|
2.00%
|
Proceeds from related party debt |
|
|
|
$ 140,000
|
$ 250,000
|
|
|
|
|
|
Interest rate |
|
|
|
8.00%
|
|
|
|
|
|
|
Accrued Interest payable |
|
|
|
$ 146,000
|
146,000
|
|
|
|
|
|
Current liability |
|
|
|
54,647
|
54,647
|
|
|
|
|
|
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%
|
|
|
|
|
|
|
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] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from related party debt |
|
$ 300,000
|
|
|
|
|
|
|
|
|
Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from related party debt |
$ 140,000
|
|
|
|
|
|
|
|
|
|
Debt interest rate |
10.00%
|
|
|
|
|
|
|
|
|
|
Interest payable, current |
|
|
|
254,593
|
219,542
|
|
|
|
|
|
Notes payable related party |
|
|
|
290,000
|
|
|
|
|
|
|
Notes payable, related parties, current |
|
|
|
880,412
|
740,412
|
|
|
|
|
|
Current liability |
|
|
|
|
|
|
$ 150,000
|
|
|
|
Related Party [Member] | President [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Notes payable related party |
|
|
|
486,500
|
|
|
|
|
|
|
Notes payable, related parties, current |
|
|
|
356,404
|
356,404
|
|
|
|
|
|
Related Party [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
28,000
|
|
|
|
|
|
|
Related Party [Member] | Loan Agreement [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Interest payable, current |
|
|
|
$ 50,000
|
$ 22,000
|
|
|
|
|
|
Five Related Parties [Member] | Loan Agreement [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Debt interest rate |
|
10.00%
|
|
|
|
|
|
|
|
|
Proceeds from related party debt |
|
$ 250,000
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
|
$ 50,000
|
|
|
|
|
|
|
|
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(15)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(15)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_AccountsPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligations incurred classified as other, payable within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableOtherCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe average effective interest rate during the reporting period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateDuringPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-24
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InterestPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(15)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(15)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense for salary and wage arising from service rendered by officer. Excludes allocated cost, labor-related nonsalary expense, and direct and overhead labor cost included in cost of good and service sold.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_OfficersCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance, of receivables classified as other, due within one year or the operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_OtherReceivablesNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFor the form of debt having an initial term of less than one year or less than the normal operating cycle, if longer, average borrowings during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-K (SK) -Number 229 -Section 1402 -Paragraph a -Publisher SEC
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-K (SK) -Number 229 -Section 1402 -Paragraph b -Subparagraph (1) -Publisher SEC
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
+ Details
Name: |
us-gaap_ShorttermDebtAverageOutstandingAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=srt_ChiefFinancialOfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_PresidentAndChiefTechnicalOfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_PresidentsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_NotesPayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_LoanAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_PromissoryNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
v3.24.2
SCHEDULE OF DEFERRED TAX ASSET (Details) - USD ($)
|
Mar. 31, 2024 |
Mar. 31, 2023 |
Deferred tax assets: |
|
|
Net operating loss carryforwards |
$ 17,600,000
|
$ 8,900,000
|
Other |
1,206,000
|
(279,000)
|
Total deferred tax asset |
18,806,000
|
8,621,000
|
Valuation allowance |
(18,806,000)
|
(8,621,000)
|
Total |
|
|
X |
- DefinitionDeferred tax assets other tax carryforward.
+ References
+ Details
Name: |
SHMP_DeferredTaxAssetsOtherTaxCarryforward |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredTaxAssetsNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-6
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2
INCOME TAXES (Details Narrative) - USD ($)
|
12 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
|
Net operating loss carry forwards |
$ 83,800,000
|
|
Operating loss carryforwards, limitations on use |
The carry forwards beginning
in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income
|
|
Operating loss carry forwards |
$ 282,000
|
|
Change in net deferred tax asset and valuation allowance |
$ 10,185,000
|
$ 2,949,000
|
X |
- DefinitionAmount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-3
+ Details
Name: |
us-gaap_OperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionA description of the limitations on the use of all operating loss carryforwards available to reduce future taxable income.
+ References
+ Details
Name: |
us-gaap_OperatingLossCarryforwardsLimitationsOnUse |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-3
+ Details
Name: |
us-gaap_TaxCreditCarryforwardAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in the valuation allowance for a specified deferred tax asset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.24.2
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($)
|
Mar. 31, 2024 |
Jan. 01, 2024 |
Sep. 08, 2021 |
Aug. 01, 2021 |
Leases [Abstract] |
|
|
|
|
2025 |
$ 28,496
|
|
|
|
2026 |
30,043
|
|
|
|
2027 |
31,590
|
|
|
|
Total future minimum lease payments |
90,129
|
|
|
|
Less: imputed interest |
18,244
|
|
|
|
Total |
$ 71,885
|
$ 61,000
|
$ 17,000
|
$ 316,000
|
X |
- References
+ Details
Name: |
us-gaap_LeasesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2
LEASE (Details Narrative) - USD ($)
|
|
|
|
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
|
|
Jan. 01, 2024 |
Dec. 20, 2023 |
Sep. 08, 2021 |
Aug. 01, 2021 |
Dec. 31, 2023 |
Mar. 31, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 19, 2023 |
Jun. 02, 2021 |
Monthly lease payment |
|
|
$ 300
|
$ 7,000
|
|
$ 1,727
|
|
|
|
|
Lease termination date |
|
|
|
Oct. 31, 2025
|
|
Oct. 31, 2025
|
|
|
|
|
Deposit |
|
|
|
|
|
|
|
|
|
$ 52,362
|
Security deposit |
|
|
|
|
|
|
|
|
$ 2,063
|
$ 17,454
|
Lease right-of-use asset |
$ 61,000
|
|
17,000
|
$ 316,000
|
|
$ 204,243
|
$ 73,449
|
$ 204,243
|
|
|
Lease liability values |
$ 61,000
|
|
$ 17,000
|
$ 316,000
|
|
|
71,885
|
|
|
|
Borrowing rate |
14.50%
|
|
5.75%
|
5.75%
|
|
|
|
|
|
|
Gain on lease termination |
|
|
|
|
|
|
$ 32,375
|
|
|
|
Operating lease description |
|
The monthly rates are $2,063 for April 1, 2024 through March 31, 2025, $2,192 for the second
year of April 1, 2025 through March 31, 2026 and $2,320 for the final year
|
|
|
|
|
|
|
|
|
TEXAS |
|
|
|
|
|
|
|
|
|
|
Lease right-of-use asset |
|
|
|
|
$ 153,000
|
|
|
|
|
|
Lease liability values |
|
|
|
|
175,000
|
|
|
|
|
|
Gain on lease termination |
|
|
|
|
$ 22,000
|
|
|
|
|
|
X |
- DefinitionOperating Leases Borrowing Rate.
+ References
+ Details
Name: |
SHMP_OperatingLeasesBorrowingRate |
Namespace Prefix: |
SHMP_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate of all deposit liabilities held by the entity, including foreign and domestic, interest and noninterest bearing; may include demand deposits, saving deposits, Negotiable Order of Withdrawal (NOW) and time deposits among others.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(12)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
+ Details
Name: |
us-gaap_Deposits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of gain (loss) on termination of lease before expiration of lease term.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 40 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479092/842-20-40-1
+ Details
Name: |
us-gaap_GainLossOnTerminationOfLease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDate which lease or group of leases is set to expire, in YYYY-MM-DD format.
+ References
+ Details
Name: |
us-gaap_LeaseExpirationDate1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of lessor's operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479773/842-30-50-3
+ Details
Name: |
us-gaap_LessorOperatingLeaseDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-5
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeasePayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_SecurityDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=stpr_TX |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
|
|
|
12 Months Ended |
|
Oct. 24, 2022 |
Nov. 15, 2021 |
May 04, 2021 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Mar. 31, 2022 |
Jul. 20, 2023 |
Shares issued during settlement |
|
93,000,000
|
|
|
|
|
|
Fair value issued out of stock payable |
|
$ 29,388,000
|
|
|
|
$ 9,415,950
|
|
Common share value |
|
$ 0.316
|
|
|
|
|
|
Stock payable |
|
|
|
|
|
28,494,706
|
|
Professional fees |
|
|
|
$ 1,394,366
|
|
|
|
Common stock, par value |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
Preferred stock, per share |
|
|
|
0.0001
|
0.0001
|
|
|
Series A Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
Preferred stock, per share |
$ 0.0001
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
Series F Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
Preferred stock, per share |
0.0001
|
|
|
|
|
|
|
Series E Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
Preferred stock, per share |
$ 0.0001
|
|
|
|
|
|
|
Merger Agreement [Member] |
|
|
|
|
|
|
|
Business consideration description |
(i) 5,000,000 Yotta Shares if the Surviving
Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving
Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger
Consideration Shares”)
|
|
|
|
|
|
|
Common Stock [Member] | Merger Agreement [Member] |
|
|
|
|
|
|
|
Shares new issue |
17,500,000
|
|
|
|
|
|
|
Common stock, par value |
$ 0.0001
|
|
|
|
|
|
|
Gary Shover [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
Fair value issued out of stock payable |
|
|
|
$ 272,743
|
$ 19,445,284
|
|
|
Shares new issue |
|
|
|
863,110
|
61,558,203
|
|
|
Merger Agreement [Member] |
|
|
|
|
|
|
|
Net tangible assets |
|
|
|
|
|
|
$ 5,000,001
|
Breakup fee |
|
|
|
|
|
|
$ 3,000,000
|
April 1, 2015 [Member] |
|
|
|
|
|
|
|
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
|
|
|
|
April 1, 2015 [Member] | Mr Easterling [Member] |
|
|
|
|
|
|
|
Annual salary |
|
|
$ 180,000
|
|
|
|
|
April 1, 2015 [Member] | Employment Agreement [Member] |
|
|
|
|
|
|
|
Annual salary |
|
|
|
$ 96,000
|
|
|
|
X |
- DefinitionShares issued during settlement.
+ References
+ Details
Name: |
SHMP_SharesIssuedDuringSettlement |
Namespace Prefix: |
SHMP_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFor contingent consideration arrangements recognized in connection with a business combination, this element represents a description of such arrangements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1
+ Details
Name: |
us-gaap_BusinessCombinationContingentConsiderationArrangementsDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(6)) -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_LitigationSettlementExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionDescription of the terms of a settlement agreement which resolved the legal matter, including the nature of the consideration, timing of payment, and the nature of rights obtained or lost (for example, but not limited to, patent, trademark, copyright, license and franchise rights).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 450 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483076/450-20-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483076/450-20-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 9 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483076/450-20-50-9
+ Details
Name: |
us-gaap_LossContingencySettlementAgreementTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of minimum net worth required for mortgage banking as defined by regulatory framework.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 948 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481586/948-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 948 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481586/948-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 948 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481586/948-10-50-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 948 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481586/948-10-50-5
+ Details
Name: |
us-gaap_MinimumNetWorthRequiredForCompliance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionA fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (k) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-3
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
+ Details
Name: |
us-gaap_ProfessionalFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense for salary and wage arising from service rendered by nonofficer and officer employees. Excludes allocated cost, labor-related nonsalary expense, and direct and overhead labor cost included in cost of good and service sold.
+ References
+ Details
Name: |
us-gaap_SalariesWagesAndOfficersCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesAConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesFConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesEConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=SHMP_MergerAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_GaryShoverMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_MergerAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=SHMP_AprilOneTwoThousandFifteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=SHMP_MrEasterlingMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_EmploymentAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
12 Months Ended |
|
|
|
Jul. 10, 2024 |
Jul. 03, 2024 |
Jun. 12, 2024 |
Apr. 23, 2024 |
Apr. 03, 2024 |
Apr. 01, 2024 |
Feb. 23, 2024 |
Jan. 24, 2024 |
Dec. 19, 2023 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 14, 2023 |
Dec. 01, 2023 |
Jun. 30, 2023 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued, value |
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,169,000
|
|
|
|
|
Received initial tranche |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,465,000
|
|
|
|
Series G Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000
|
|
|
Market value price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000
|
|
|
Received initial tranche |
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares authorized |
|
|
|
|
|
|
|
100
|
|
10,000
|
|
|
10,000
|
10,000
|
|
10,000
|
|
Temporary equity, stated value |
|
|
|
|
|
|
$ 240,000
|
$ 120,000
|
|
|
|
|
|
|
|
$ 1,200
|
|
Redemption discount |
|
|
|
|
|
|
$ 40,000
|
$ 23,000
|
$ 77,000
|
|
|
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 272,000
|
Subsequent Event [Member] | Series G Redeemable Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received initial tranche |
$ 100,000
|
|
$ 100,000
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares authorized |
100
|
|
100
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, stated value |
$ 120,000
|
|
$ 120,000
|
$ 120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption discount |
$ 20,000
|
|
$ 20,000
|
$ 20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | New Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrumrnt face amount |
|
$ 90,000
|
|
|
$ 92,700
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, remaining value |
|
$ 90,000
|
|
|
$ 221,018
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion shares issued |
|
10,000,000
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion shares issued, value |
|
$ 90,000
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value price per share |
|
$ 0.009
|
|
|
$ 0.010
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing expense |
|
|
|
|
$ 7,300
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Financing Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued |
|
|
|
|
|
|
|
|
|
100,816,636
|
44,843,442
|
31,808,246
|
|
|
|
|
|
Market value price per share |
|
|
|
|
|
|
|
|
|
|
|
$ 0.02
|
|
|
|
|
|
Equity Financing Agreement [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value price per share |
|
|
|
|
|
|
|
|
|
$ 0.008
|
$ 0.01
|
|
$ 0.008
|
|
|
|
|
Equity Financing Agreement [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value price per share |
|
|
|
|
|
|
|
|
|
$ 0.009
|
$ 0.02
|
|
$ 0.009
|
|
|
|
|
Equity Financing Agreement [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued |
|
|
|
|
|
72,852,004
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued, value |
|
|
|
|
|
$ 528,000
|
|
|
|
|
|
|
|
|
|
|
|
Equity Financing Agreement [Member] | Subsequent Event [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price per share |
|
|
|
|
|
$ 0.007
|
|
|
|
|
|
|
|
|
|
|
|
Equity Financing Agreement [Member] | Subsequent Event [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price per share |
|
|
|
|
|
$ 0.008
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_DebtInstrumentCarryingAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe excess of (1) the carrying amount of the preferred stock in the registrant's balance sheet over (2) the fair value of the consideration transferred to the holders of the preferred stock, during the accounting period, which will be added to net earnings to arrive at net earnings available to common shareholders in the calculation of earnings per share.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480408/260-10-S99-2
+ Details
Name: |
us-gaap_PreferredStockRedemptionDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount of the par value of temporary equity outstanding. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquityValueExcludingAdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=SHMP_SeriesGRedeemableConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=SHMP_NewPromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=SHMP_EquityFinancingAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
NaturalShrimp (PK) (USOTC:SHMP)
Historical Stock Chart
From Oct 2024 to Nov 2024
NaturalShrimp (PK) (USOTC:SHMP)
Historical Stock Chart
From Nov 2023 to Nov 2024