NaturalShrimp (SHMP) in receivership, sells assets and plans Hydrenesis IP deal

Rhea-AI Filing Summary

NaturalShrimp Incorporated reports under the liquidation basis after a Utah court-appointed receiver sold substantially all operating assets to its lenders. Net liabilities in liquidation were $8,875,938 as of September 30, 2025, with cash of only $49,806 and remaining obligations of about $8.9 million, including roughly $3.0 million to related parties.

During the six months ended September 30, 2025, the company extinguished about $36,021,019 of notes payable and lines of credit by transferring fixed and intangible assets previously measured at $35,800,000. Prior-period going-concern results for the comparable 2024 period showed modest sales of $106,991 and a net loss attributable to the company of $3,914,477.

After the reporting date, NaturalShrimp signed an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis, Inc., under which it plans to pivot toward aquaculture and water treatment technologies, convert a $1,034,112 Hydrenesis obligation into equity, and restructure legacy preferred securities into new Series P, Series P-2, and Series L classes. This agreement was not yet consummated. Management also discloses that disclosure controls and procedures remained ineffective due to ongoing material weaknesses in internal control over financial reporting.

Positive

• The company extinguished approximately $36,021,019 of notes payable and lines of credit during the six months ended September 30, 2025 through an asset transfer, materially reducing secured debt.
• An unconsummated agreement with Hydrenesis, Inc. contemplates acquiring aquaculture and water treatment intellectual property, converting about $1,034,112 of obligations into equity, and restructuring legacy preferred securities into new Series P, Series P-2, and Series L classes.

Negative

• NaturalShrimp is reporting under the liquidation basis of accounting after a receiver was appointed and substantially all operating assets were sold, indicating severe financial distress.
• Net liabilities in liquidation were $8,875,938 as of September 30, 2025, with only $49,806 of cash and limited remaining assets, leaving significant obligations, including about $3.0 million to related parties.
• Prior-period going-concern results for the six months ended September 30, 2024 showed sales of only $106,991 against a net loss attributable to the company of $3,914,477, highlighting an unprofitable legacy business.
• Management concludes disclosure controls and procedures were not effective as of September 30, 2025, citing ongoing material weaknesses including inadequate segregation of duties, lack of an independent board and audit committee, and insufficient documented control policies.

Insights

Distressed-equity and restructuring analyst

NaturalShrimp is in court-supervised liquidation with assets sold and a speculative pivot planned.

NaturalShrimp Incorporated has effectively unwound its prior shrimp-farming business. A receiver oversaw the sale of substantially all operating assets to secured lenders via a credit bid of approximately $35,703,789.87 plus $100,000 cash, eliminating about $36,021,019 of debt but leaving net liabilities in liquidation of $8,875,938 as of September 30, 2025.

The balance sheet shows minimal cash of $49,806 and remaining obligations mainly to professional service providers and related parties. Prior-period going-concern results for the six months ended September 30, 2024 featured sales of $106,991 and a net loss of $3,914,477, underscoring that the legacy operating model was not self-funding.

Post-period, the company signed an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis, Inc. to acquire aquaculture and water treatment IP, convert about $1,034,112 of Hydrenesis debt into equity, and create new Series P, Series P-2, and Series L preferred stock while restructuring legacy securities. Because this agreement was not yet consummated and the entity remains under liquidation accounting with ineffective disclosure controls, its future operating profile and capital structure depend on successful closing and subsequent implementation details that are not specified in this excerpt.

Key Figures

Net liabilities in liquidation: $8,875,938 Cash balance: $49,806 Extinguishment of notes payable and lines of credit: $36,021,019 +5 more

8 metrics

Net liabilities in liquidation $8,875,938 As of September 30, 2025

Cash balance $49,806 As of September 30, 2025

Extinguishment of notes payable and lines of credit $36,021,019 Six months ended September 30, 2025

Fixed and intangible assets transferred $35,800,000 Measured as of March 31, 2025; ownership transferred May 14, 2025

Credit bid consideration $35,703,789.87 Approximate credit bid plus $100,000 cash under Sale Motion

Sales $106,991 Six months ended September 30, 2024 (going concern basis)

Net loss attributable to NaturalShrimp Inc. $3,914,477 Six months ended September 30, 2024

Hydrenesis obligation to be converted to equity $1,034,112 Amount outstanding to Hydrenesis contemplated for conversion at closing

Key Terms

Liquidation Basis of Accounting, Receivership, credit bid, Intellectual Property Acquisition and Management Transition Agreement, +1 more

5 terms

Liquidation Basis of Accounting financial

"As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting"

Receivership financial

"Streeterville Capital, LLC, and Bucktown Capital, LLC filed a Verified Emergency Motion for Appointment of Receiver"

Receivership is a legal process where a court or lender appoints an independent manager (receiver) to take control of a troubled company's assets and operations to preserve value and repay creditors. For investors, it signals severe financial distress and a high risk that equity holders may lose value, while creditors may recover some funds; think of it as a neutral custodian stepping in to stabilize and sell parts of a business like a guardian selling belongings to pay debts.

credit bid financial

"for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash"

Intellectual Property Acquisition and Management Transition Agreement financial

"NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc."

material weaknesses in internal control over financial reporting financial

"our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below"

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.

Earnings Snapshot

Sales: $106,991

Six months ended September 30, 2024

Sales $106,991

Net loss attributable to NaturalShrimp Inc. $3,914,477

Net loss available for common stockholders $4,161,310

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

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 of Incorporation or Organization)		(I.R.S. Employer Identification No.)

P.O. Box 1256 Dallas, Texas		75225
(Address of Principal Executive Offices)		(Zip Code)

(972) 951-8035

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 31, 2026, there were 1,277,546,746 shares of the registrant’s common stock outstanding.

NATURALSHRIMP INCORPORATED

FORM 10-Q

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		3
ITEM 1.	Financial Statements	3
	Condensed Consolidated Statements of Net Liabilities in Liquidation as of September 30, 2025 (unaudited) and March 31, 2025 (audited)	3
	Condensed Consolidated Statement of Changes of Net Liabilities in Liquidation for the six months ended September 30, 2025 (unaudited)	4
	Condensed Consolidated Statement of Operations for the six months ended September 30, 2024 (unaudited)	5
	Condensed Consolidated Statement of Changes in Shareholders’ Equity for the six months ended September 30, 2024 (unaudited)	6
	Condensed Consolidated Statement of Cash Flows for the six months ended September 30, 2024 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	12
ITEM 4.	Controls and Procedures	12
PART II. OTHER INFORMATION		13
ITEM 1.	Legal Proceedings	13
ITEM 1A.	Risk Factors	14
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
ITEM 3.	Defaults Upon Senior Securities	14
ITEM 4.	Mine Safety Disclosures	14
ITEM 5.	Other Information	14
ITEM 6.	Exhibits	14
SIGNATURES		15

2

PART I – FINANCIAL INFORMATION 

Item 1. Financial Statements

NATURALSHRIMP INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION

(Liquidation Basis)

		September 30, 2025				March 31, 2025
		As of
		September 30, 2025				March 31, 2025
		(Unaudited)
Cash		$	49,806			$	101,969
Current assets			-				193,865
Fixed assets and intangibles			-				35,800,000
Other assets			-				86,330
Accounts payable and accrued expenses			(6,811,919	)			(6,809,772	)
Notes payable and lines of credit			(1,179,832	)			(37,200,851	)
Other liabilities			(933,993	)			(962,553	)
Net liabilities in liquidation		$	(8,875,938	)		$	(8,791,012	)

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

3

NATURALSHRIMP INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION

(Liquidation Basis)

(Unaudited)

		For the Six Months Ended September 30, 2025
Net liabilities in liquidation, March 31, 2025		$	(8,791,012	)
Changes in assets and liabilities in liquidation:
Cash			(52,163	)
Write-off of assets			(280,195	)
Transfer of fixed assets and intangibles assets to creditor			(35,800,000	)
Settlement of accounts payable and accrued expenses			(2,147	)
Extinguishment of notes payable and lines of credit			36,021,019
Extinguishment of other liabilities			28,560
Net changes (increase) in liabilities in liquidation			(84,926	)
Net liabilities in liquidation, September 30, 2025		$	(8,875,938	)

The accompanying notes are an integral part of these Condensed Consolidated financial statements.

4

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENTS OF OPERATIONS

(Going Concern Basis)

(Unaudited )

		For the Six Months Ended September 30,2024
Sales		$	106,991
Cost of sales			85,490
Net revenue			21,501
Operating expenses:
General and administrative			1,352,188
Facility operations			285,546
Depreciation			865,099
Amortization			735,000
Total operating expenses			3,237,833
Net loss from operations			(3,216,332	)
Other income (expense):
Interest expense			(20,979	)
Interest expense - related parties			(20,496	)
Interest expense			(20,496	)
Change in fair value of warrant liability			24,000
Change in fair value of restructured notes			(720,000	)
Extension fee			-
Gain on sale of machinery and equipment			39,330
Total other income (expense), net			(698,145	)
Income (loss) before income taxes			(3,914,477	)
Provision for income taxes			-
Net loss			(3,914,477	)
Less net loss attributable to non-controlling interest			-
Net loss attributable to NaturalShrimp Inc.			(3,914,477	)
Accretion on Preferred shares			(97,300	)
Dividends			(149,533	)
Net loss available for common stockholders			(4,161,310	)
Loss per share (Basic and Diluted)			(0.00	)
Loss per share (Diluted)			(0.00	)
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted)			1,200,205,922
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted)			1,200,205,922

The accompanying notes are an integral part of these Condensed Consolidated financial statements.

5

NATURALSHRIMP INCORPORATED

CONDENSED CONSOLIDATED   STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the six months ended September 30, 2024

(Going Concern Basis)

(Unaudited )

		Shares				Amount				Shares				Amount				Capital				issued				receivable				deficit				deficit
		Series A Preferred stock								Common stock								Additional paid in				Stock to be				Subscription				Accumulated				Total stockholders’
		Shares				Amount				Shares				Amount				Capital				issued				receivable				deficit				deficit
Balance March 31, 2024			5,000,000			$	500				1,116,482,063			$	111,712			$	126,468,749			$	390,024			$	(56,250	)		$	(183,791,156	)			(56,876,421	)
Issuance of common shares under financing agreement			-				-				66,392,019				6,639				479,200				-				-				-				485,839
Shares issued upon exchange of Partitioned Note			-				-				10,000,000				1,000				99,000				-				-				-				100,000
Accretion of Series E Preferred stock			-				-				-				-				-				-				-				(9,300	)			(9,300	)
Accretion on Series G Preferred stock			-				-				-				-				-				-				-				(39,000	)			(39,000	)
Dividends payable on Preferred stock			-				-				-				-				-				-				-				(75,097	)			(75,097	)
Net loss			-				-				-				-				-				-				-				(2,802,548	)			(2,802,548	)
Balance June 30, 2024			5,000,000			$	500				1,192,874,082			$	119,351			$	127,046,949			$	390,024			$	(56,250	)		$	(186,717,101	)			(59,216,527	)
Balance			5,000,000			$	500				1,192,874,082			$	119,351			$	127,046,949			$	390,024			$	(56,250	)		$	(186,717,101	)			(59,216,527	)
Issuance of common shares under financing agreement			-				-				42,383,507				4,238				163,641				-				-				-				167,879
Conversion of Series E Preferred Stock											12,289,157				1,229				99,746																100,975
Shares issued upon exchange of Partitioned Note			-				-				10,000,000				1,000				89,000				-				-				-				90,000
Accretion on Series G Preferred stock			-				-				-				-				-				-				-				(49,000	)			(49,000	)
Dividends payable on Preferred stock			-				-				-				-				-				-				-				(74,436	)			(74,436	)
Net loss			-				-				-				-				-				-				-				(1,111,929	)			(1,111,929	)
Balance September 30, 2024			5,000,000			$	500				1,257,546,746			$	125,818			$	127,399,336			$	390,024			$	(56,250	)		$	(187,952,466	)			(60,093,038	)
Balance			5,000,000			$	500				1,257,546,746			$	125,818			$	127,399,336			$	390,024			$	(56,250	)		$	(187,952,466	)			(60,093,038	)

The accompanying notes are an integral part of these Condensed Consolidated financial statements.

6

NATURALSHRIMP INCORPORATED

CONDENSED Consolidated STATEMENTS OF CASH FLOWS

(Going Concern Basis)

(Unaudited)

		For the six months ended September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(3,914,477	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense			865,099
Amortization expense			735,000
Change in fair value of warrant liability			(24,000	)
Change in fair value of restructured notes payable			720,000
Financing costs			7,300
Gain on sale of machinery and equipment			39,330
Shares issued for services			-
Amortization of operating lease right-of-use assets			68,690
Changes in operating assets and liabilities:
Accounts receivable			(7,010	)
Inventory			20,034
Prepaid expenses and other current assets			40,496
Deferred offering costs			-
Accounts payable			(347,695	)
Other accrued expenses			10,063
Accrued expenses - related parties			314,340
Accrued interest			12,282
Accrued interest - related parties			20,495
Contract liability			-
Other current asset-related party			(45,938	)
Operating lease liabilities			(70,774	)
Cash used in operating activities			(1,556,765	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for fixed assets			-
Cash received for sale of machinery and equipment			117,712
Cash used in investing activities			117,712
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of notes payable			-
Proceeds from line of credit			373,139
Proceeds from sale of stock			653,719
Proceeds from promissory note, related parties			40,000
Proceeds from sale of Series E Preferred Shares			-
Proceeds from sale of Series G Preferred Shares			300,000
Cash provided by financing activities			1,366,858
NET CHANGE IN CASH			(72,195	)
CASH AT BEGINNING OF PERIOD			115,525
CASH AT END OF PERIOD		$	43,330
INTEREST PAID		$	8,689
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Shares issued upon conversion of Preferred stock		$	-
Shares issued upon exchange of Partitioned Note			90,000
Dividends on Series E Preferred stock		$	-
Dividends in kind issued		$	149,533
Shares issued/to be issued, for legal settlement		$	-

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

7

NATURALSHRIMP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025

(Unaudited)

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing 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.

Receivership and Liquidation

On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).

The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets.

An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion.

On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.

On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.

On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”), a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and Purchasers. The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on May 14, 2025.

8

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). As the Company’s liquidation became imminent as of March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of both September 30, 2025 and March 31, 2025. To comply with ASC 205-30, Liquidation Basis of Accounting, the Company has presented a condensed consolidated statement of net liabilities in liquidation as of September 30, 2025 and March 31, 2025 and a condensed consolidated statement of changes of net liabilities in liquidation for the six months ended September 30, 2025. In addition, to comply with the financial statement requirements of Article 8 of Regulation S-X, the Company has also presented a condensed consolidated statement of operations, a condensed consolidated statement of changes in shareholders equity and a condensed consolidated statement of cash flows for six months ended September 30, 2024 under the going concern basis of accounting. The going concern financial statements have been presented separately from the liquidation basis financial statements as the results should not be considered comparable under the two presentation methods. The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 5, 2025.

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.

Liquidation Basis of Accounting

In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.

When using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

Financial Instruments

The Company’s financial instruments include cash, payables and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments in the condensed consolidated balance sheets approximates fair value.

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Cash and Cash Equivalents

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 September 30, 2025 and March 31, 2025.

Recently Issued Accounting Standards

As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.

NOTE 3 – LIQUIDATION BASIS OF ACCOUNTING

During September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its significant outstanding debt. Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $0.1 million in cash. The motion was approved by the court (overseeing the motion) on March 30, 2025 with title to the assets being transferred to the creditor on May 14, 2025. The Company believes that it continued to function as a going concern until the date the motion to sell its assets was approved by the court at which time its liquidation became imminent. As such, in accordance with the ASC 205-30, the Company has presented i) a condensed consolidated statement of net liabilities in liquidation as of both September 30, 2025 and March 31, 2025 and ii) a condensed consolidated statement of changes in net liabilities in liquidation for the six months ended September 30, 2025. The condensed consolidated statements of net liabilities in liquidation and statement of changes of net liabilities in liquidation have been prepared using the liquidation basis of accounting.

As part of the liquidation, the Company transferred ownership of its revenue generating fixed assets and intangible assets on May 14, 2025 to two of its creditors (Streeterville and Buckstown) in exchange for the extinguishment of i) the restructured August and Senior notes and Buckstown line of credit. As of the date of this filing, the Company had limited assets available and was therefore uncertain as to the manner by which it expects to settle its remaining outstanding liabilities. Furthermore, we are also uncertain about the date by which we expect to complete the liquidation.

Our condensed consolidated statement of net liabilities in liquidation as of September 30, 2025 and March 31, 2025 reflects the following:

	●	No additional items were recognized, such as trademarks, that the Company might either sell in liquidation or use to settle its liabilities
	●	Liabilities have been recognized in accordance with the recognition provisions of other topics that otherwise would apply to those liabilities. As of September 30, 2025, our remaining liabilities were primarily comprised of i) accounts payable and accrued expenses to finance and legal service providers and ii) remaining outstanding debt. Of the approximately $8.9 million in outstanding liabilities as of September 30, 2025 approximately $3.0 million was to related parties
	●	As of March 31, 2025, the intangible assets and fixed assets were recognized based on a settlement amount equal to the credit bid of approximately $35,800,000. As of September 30, 2025, intangible assets and fixed assets were fully de-recognized due to ownership of the assets being transferred to our creditors as of May 14, 2025.
	●	No additional costs expected to be incurred through the end of our liquidation were accrued as of March 31, 2025 as the Company did not have a reasonable basis for estimation at that time. However, as of September 30, 2025 costs expected to be incurred were accrued through December 31, 2025. The amounts accrued subsequent to the balance sheet date were primarily comprised of legal and accounting fees and were not material. We do not expect to earn any additional income through the end of the liquidation period.

NOTE 4 – SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company evaluated all events or transactions that occurred after the balance sheet date but before the financial statements were issued. To that extent, the Company noted the following:

During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:

	●	The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
	●	Governance and control of the Company has been transferred in accordance with the Agreement.
	●	Hydrenesis will transfer certain intellectual property and related technology assets to the Company (the “Transferred IP”);
	●	The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing;
	●	The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
	●	Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;

The agreement with Hydrenesis was not yet consummated as of the date of this filing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our” refer to NaturalShrimp Incorporated and its wholly-owned subsidiaries NSC, NS Global and NAS. The Company also owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company. Unless otherwise specified, all dollar amounts are expressed in United States Dollars.

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

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

Overview

NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a former biotechnology company that was focused on growing 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.

During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement:

	●	The Company will transition its operations toward the commercialization of aquaculture and water treatment technologies; and
	●	Governance and control of the Company has been transferred in accordance with the Agreement.
	●	Hydrenesis will transfer certain intellectual property and related technology assets to the Company (the “Transferred IP”);
	●	The Company’s outstanding obligation to Hydrenesis in the amount of approximately $1,034,112 will be converted into equity at Closing;
	●	The Company has approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;
	●	Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;

The agreement with Hydrenesis was not yet consummated as of the date of this filing.

Receivership and Liquidation

On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”).

The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same.

An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion.

On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case.

On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp.

On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”), a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and Purchasers. The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on May 14, 2025.

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Liquidity and Capital Resources

The Company had limited liquidity as of September 30, 2025 and is currently working on a plan with its existing creditors on how to settle its remaining outstanding balances, which were primarily comprised of i) payables to finance and legal service providers and ii) loans and the corresponding accrued interest.

Results of Operations

During the six months ended September 30, 2025, the Company settled its outstanding liabilities to both Streeterville and Buckstown (approximately $36 million as of March 31, 2025) through the transfer of ownership rights to its fixed assets and intangible assets. As of the date of the transfer, i) the outstanding debt to those entities was considered extinguished and ii) the fixed assets and intangible assets were derecognized. The Company had limited other activity during the period, as reflected in the Statement of Change in Net Assets.

Critical Accounting Estimates

Liquidation Basis of Accounting

In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.

When using the liquidation basis of accounting, the Company will i) recognize other items that is previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

Recently Issued Accounting Standards

As the Company is currently reporting under the liquidation basis of accounting, it does not believe that there are any recently issued accounting standards that would be material to its financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

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

Based upon that evaluation , our principal executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. Thus, there remains a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of September 30, 2025.

Management’s evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of March 31, 2025, and which continue to exist, as discussed in the Company’s Annual Report on Form 10-K:

●	Inadequate segregation of duties consistent with control objectives;
●	Lack of independent board of directors (as of the balance sheet date) and absence of 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.

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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended September 30, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

While the company is currently in the process of trying to settle its remaining outstanding debts it was not involved in any legal proceedings as of the date of the filing. Further, the outstanding legal proceeding with Streeterville and Buckstown was considered settled upon the transfer of its assets to those entities in settlement of its outstanding debt.

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Item 1A. Risk Factors

As a smaller reporting Company (“SRC”) we are not required to provide this information.

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

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		Exhibit
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
32.1**		Section 1350 Certification of Chief Executive Officer.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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

NATURALSHRIMP INCORPORATED

By:	/s/ David Antelo
	David Antelo
	Chief Executive Officer and Interim Chief Financial Officer
Date:	June 1, 2026

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FAQ

What triggered NaturalShrimp (SHMP) to adopt liquidation basis accounting?

NaturalShrimp adopted liquidation basis accounting after a Utah court appointed a receiver and approved selling substantially all assets to Streeterville Capital and Bucktown Capital. The court approved the sale on March 30, 2025, and title transferred May 14, 2025, making liquidation imminent under ASC 205-30.

What are NaturalShrimp’s net liabilities in liquidation as of September 30, 2025?

As of September 30, 2025, NaturalShrimp reports net liabilities in liquidation of $8,875,938. This reflects remaining obligations, primarily accounts payable, accrued expenses, and outstanding debt, partially offset by limited assets including cash of $49,806, after transferring major fixed and intangible assets to creditors.

How much debt did NaturalShrimp settle through the asset transfer to lenders?

During the six months ended September 30, 2025, NaturalShrimp settled approximately $36,021,019 of notes payable and lines of credit. This was achieved by transferring fixed and intangible assets previously measured at $35,800,000 to Streeterville and Bucktown Capital, resulting in extinguishment of those secured obligations.

What were NaturalShrimp’s operating results for the six months ended September 30, 2024?

For the six months ended September 30, 2024, NaturalShrimp generated sales of $106,991 and net revenue of $21,501. Operating expenses totaled $3,237,833, leading to a net loss attributable to the company of $3,914,477, and a net loss available to common stockholders of $4,161,310.

What is the Hydrenesis agreement mentioned in NaturalShrimp’s 10-Q?

In March 2026, NaturalShrimp entered into an Intellectual Property Acquisition and Management Transition Agreement with Hydrenesis, Inc. It contemplates transferring certain aquaculture and water treatment intellectual property, converting about $1,034,112 owed to Hydrenesis into equity, and restructuring legacy preferred securities into new Series P, Series P-2, and Series L stock.

Are NaturalShrimp’s disclosure controls and procedures currently effective?

Management determined disclosure controls and procedures were not effective as of September 30, 2025. Identified material weaknesses include inadequate segregation of duties, lack of an independent board and audit committee, insufficient risk assessment procedures, and limited documentation of key financial reporting policies and procedures.