STOCK TITAN

Trans American Aquaculture (GRPS) flags 2024 errors, plans restated financials and control fixes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trans American Aquaculture, Inc. determined that its previously issued audited consolidated financial statements for the year ended December 31, 2024, and related communications, should no longer be relied upon. During the year-end audit, errors were identified, primarily misclassifications within current liabilities and additional adjustments affecting notes payable, related-party notes, accrued interest, other accrued expenses, and accumulated depreciation.

The restatement will also reflect accounting for a December 2, 2024 deed in lieu of foreclosure for Kings Aqua Farm, LLC, including a write-off of the farm property, extinguishment of the associated note payable, and a broodstock inventory write-down. Management concluded, under FASB ASC 250, that these errors are material and will file an amended Form 10-K/A to restate the affected financial statements. Management, including the CEO serving as principal financial and accounting officer, also concluded that disclosure controls and procedures were not effective as of December 31, 2024 due to material weaknesses such as the absence of a functioning audit committee and insufficient control documentation, and has begun remediation with a third-party consulting firm.

Positive

  • None.

Negative

  • Previously issued 2024 audited financial statements are deemed unreliable and will be restated due to material errors in liability classifications and related adjustments.
  • Management identified material weaknesses in internal control over financial reporting, including no functioning audit committee and insufficient documentation of controls and governance.
  • The restatement will recognize a deed in lieu of foreclosure, write-off of farm property, extinguishment of a note payable, and a broodstock inventory write-down.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance
Previously issued financial statements should no longer be relied upon due to errors or restatements.
Non-reliance determination date July 13, 2026 Date management and the auditor advised that prior financial statements should not be relied upon
Financial statement period affected December 31, 2024 Year-end date for the audited consolidated financial statements being restated
Deed in lieu of foreclosure date December 2, 2024 Date of Kings Aqua Farm, LLC deed in lieu, triggering property write-off and note extinguishment
deed in lieu of foreclosure financial
"the December 2, 2024 deed in lieu of foreclosure by Kings Aqua Farm, LLC"
A deed in lieu of foreclosure is a legal agreement where a borrower voluntarily transfers ownership of a property to the lender to avoid a formal foreclosure process. Think of it as handing over the keys instead of going to court; it can be quicker and cheaper for both sides but still means the lender absorbs the property and any loss in value, which matters to investors because it affects a lender’s asset quality, potential recovery rates and future cash flows.
broodstock inventory write-down technical
"together with a broodstock inventory write-down"
material weaknesses in internal control over financial reporting financial
"due to material weaknesses in internal control over financial reporting"
A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.
disclosure controls and procedures financial
"concluded that the Company's disclosure controls and procedures were not effective"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
FASB ASC 250 financial
"Based on its analysis under FASB ASC 250, the Company concluded"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Trans American Aquaculture (GRPS) disclose about its 2024 financial statements?

Trans American Aquaculture stated that its audited consolidated financial statements for the year ended December 31, 2024, and related communications, should no longer be relied upon because material errors were identified during the year-end audit.

Which errors are causing the GRPS 2024 financial restatement?

The company cited misclassification of current liabilities and additional adjustments affecting accrued interest, related-party notes payable, current and long-term notes payable, other accrued expenses, and accumulated depreciation as the key issues requiring restatement.

How will the Kings Aqua Farm deed in lieu of foreclosure affect GRPS’s restated 2024 results?

The restatement will include accounting for a December 2, 2024 deed in lieu of foreclosure, resulting in a write-off of the farm property, extinguishment of the related note payable, and a broodstock inventory write-down.

What internal control weaknesses did Trans American Aquaculture (GRPS) report?

Management concluded there were material weaknesses in internal control over financial reporting, including no functioning audit committee, insufficient internal control documentation, and inadequate corporate governance over accounting for agreements.

How is Trans American Aquaculture (GRPS) responding to the control issues and restatement?

The company plans to file an amended Form 10-K/A for 2024 to restate its financials and has begun remediation by engaging a third-party consulting firm and strengthening corporate governance and review procedures.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 13, 2026

 

Commission File Number 000-56640

 

TRANS AMERICAN AQUACULTURE, INC.

(Exact name of small business issuer as specified in its charter)

 

Colorado   02-0685828

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1022 Shadyside Lane

Dallas, TX 75223

(Address of principal executive offices)

 

(972) 358-6037

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable.        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

   

 

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On July 13, 2026, following discussions with management of Trans American Aquaculture, Inc. (the "Company"), the Company's independent registered public accounting firm, Boladale Lawal & CO (PCAOB ID 6993) (the "Auditor"), advised management that the Company's previously issued financial statements identified below should no longer be relied upon.

 

In connection with the preparation of the Company's year-end audit, the Company identified that certain amounts had been recorded within incorrect current-liability classifications and that additional adjustments were required that were not reflected in the previously filed financial statements, resulting in the incorrect reporting of, among other things, notes payable, accrued interest, and accumulated depreciation in the following filing (the "Affected Filing"):

 

·The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the "SEC") on July 17, 2025.

 

The errors relate primarily to the misclassification of certain amounts within incorrect current-liability classifications and additional adjustments identified in connection with the preparation of the Company's year-end audit, as more fully described in Note 3 (Reclassification) to the restated financial statements. The principal corrections, in each case as of December 31, 2024, consist of: (i) accrued interest expense; (ii) related-party notes payable; (iii) the current portion of notes payable; (iv) notes payable, net of current portion, (v) other accrued expenses; and (vi) accumulated depreciation. The restatement also reflects the accounting for the December 2, 2024 deed in lieu of foreclosure by Kings Aqua Farm, LLC and the related write-off of the farm property and extinguishment of the associated note payable, together with a broodstock inventory write-down. Based on its analysis under FASB ASC 250, the Company concluded that these errors were material to the previously issued financial statements and require restatement.

 

As a result of the foregoing, the Company has determined that the previously issued audited consolidated financial statements contained in the Affected Filing — including the consolidated balance sheets, statements of operations, statements of shareholders' equity (deficit), and statements of cash flows — together with any related press releases, earnings releases, and investor communications describing that period, should no longer be relied upon.

 

The Company intends to file with the SEC an amended Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2024 to restate the affected financial statements. The nature of the errors and the effect of the restatement will be more fully described in the Explanatory Note and in the notes to the restated financial statements to be included in the Form 10-K/A.

 

In connection with the restatement, management, with the participation of the Company's Chief Executive Officer (who serves as the Company's principal executive officer and principal financial and accounting officer), concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2024 due to material weaknesses in internal control over financial reporting, including the absence of a functioning audit committee, insufficient documentation of the Company's internal controls and procedures, and insufficient corporate governance to ensure that the Company's accounting for its contractual and other agreements is in accordance with all relevant terms and conditions. The Company has begun implementing remediation measures, including engaging a third-party consulting firm to assist management with its internal control documentation and strengthening its corporate governance and review procedures.

 

The conclusion that the Affected Filing should no longer be relied upon was reached by management of the Company after consultation with the Auditor.

 

The Company has discussed the matters disclosed in this Current Report on Form 8-K with the Auditor. The Auditor has advised the Company that it agrees with the statements made by the Company in this Item 4.02.

 

 

 

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SIGNATURES

 

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

 

 

Trans American Aquaculture, Inc.

 

   
Date: July 17, 2026 By: /s/ Adam Thomas
    Adam Thomas, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

3 documents