Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-54030 | |
Entity Registrant Name | NATURALSHRIMP INCORPORATED | |
Entity Central Index Key | 0001465470 | |
Entity Tax Identification Number | 74-3262176 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5501 LBJ Freeway | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75240 | |
City Area Code | (888) | |
Local Phone Number | 791-9474 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 783,161,589 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets | ||
Cash | $ 141,864 | $ 1,734,040 |
Accounts receivable | 7,502 | 14,385 |
Escrow account | 1,500,000 | |
Inventory | 101,929 | 69,170 |
Prepaid expenses | 490,140 | 1,511,546 |
Deferred offering costs | 126,963 | |
Total current assets | 868,398 | 4,829,141 |
Fixed assets, net | 15,350,443 | 14,798,103 |
Other assets | ||
Construction-in-process | 45,730 | 1,087,101 |
Patents, net | 6,366,000 | 6,658,500 |
License Agreement, net | 9,412,376 | 10,222,376 |
Right of Use asset | 224,266 | 282,753 |
Deposits | 20,633 | 20,633 |
Total other assets | 16,069,005 | 18,271,363 |
Total assets | 32,287,846 | 37,898,607 |
Current liabilities | ||
Accounts payable | 3,523,210 | 2,802,787 |
Accrued interest | 336,102 | 500,450 |
Accrued interest - related parties | 213,292 | 203,520 |
Other accrued expenses | 299,978 | 207,418 |
Accrued expenses - related parties | 200,000 | 200,000 |
Short-term Promissory Note and Lines of credit | 19,817 | 20,044 |
Note payable | 96,000 | 96,000 |
Restructured August note payable | 2,219,347 | |
Notes payable - related parties | 745,412 | 495,412 |
Dividends payable | 514,391 | 296,630 |
Derivative liability | 13,101,000 | |
Warrant liability | 892,000 | 3,923,000 |
Total current liabilities | 9,059,549 | 21,846,261 |
Convertible debenture, less unamortized debt discount of $9,680,000 | 2,629,079 | |
Restructured Senior note payable | 20,223,035 | |
Note payable, less current maturities | 47,604 | 119,604 |
Lease Liability | 231,704 | 286,253 |
Total liabilities | 29,561,892 | 24,881,197 |
Commitments and contingencies (Note 10) | ||
Stockholders’ deficit | ||
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2022 and March 31, 2021 | 500 | 500 |
Common stock, $0.0001 par value, 900,000,000 shares authorized, 768,561,129 shares issued and 751,322,954 shares outstanding at December 31, 2022 and 674,831,624 shares issued and 674,644,124 shares outstanding at March 31, 2022, respectively | 76,894 | 67,500 |
Additional paid in capital | 119,464,471 | 96,701,607 |
Stock payable | 662,767 | 20,132,650 |
Subscription receivable | (56,250) | |
Accumulated deficit | (163,037,985) | (150,036,023) |
Total stockholders' deficit | (42,889,603) | (33,133,766) |
Total liabilities, mezzanine and stockholders’ deficit | 32,287,846 | 37,898,607 |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Series F Redeemable Convertible Preferred stock, $0.0001 par value, 750,000 shares authorized, 750,000 and 0 shares issued and outstanding at December 31, 2022 and March 31, 2021, respectively | 2,003,557 | 2,539,176 |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Series F Redeemable Convertible Preferred stock, $0.0001 par value, 750,000 shares authorized, 750,000 and 0 shares issued and outstanding at December 31, 2022 and March 31, 2021, respectively | $ 43,612,000 | $ 43,612,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Unamortized debt discount | $ 9,680,000 | $ 9,680,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 768,561,129 | 674,831,624 |
Common stock, shares outstanding | 751,322,954 | 674,644,124 |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 20,000 | 20,000 |
Redeemable convertible preferred stock, shares issued | 1,670 | 2,840 |
Redeemable convertible preferred stock, shares outstanding | 1,670 | 2,840 |
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 | 0 |
Redeemable convertible preferred stock, shares outstanding | 750,000 | 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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 97,943 | $ 16,640 | $ 186,004 | $ 16,640 |
Operating expenses: | ||||
General and administrative | 1,481,195 | 1,527,699 | 4,256,819 | 5,182,358 |
Research and development | 14,212 | 20,357 | 190,855 | 217,229 |
Facility operations | 875,194 | 398,504 | 1,895,357 | 810,260 |
Depreciation | 416,377 | 218,134 | 1,349,838 | 830,409 |
Amortization | 367,500 | 367,500 | 1,102,500 | 514,000 |
Total operating expenses | 3,154,478 | 2,532,194 | 8,795,369 | 7,554,256 |
Net loss from operations | (3,056,535) | (2,515,554) | (8,609,365) | (7,537,616) |
Other income (expense): | ||||
Interest expense | (593,331) | (80,991) | (1,674,994) | (228,190) |
Interest expense - related parties | (6,250) | (9,772) | ||
Amortization of debt discount | (843,494) | (340,000) | (5,019,883) | (576,364) |
Financing costs | (1,393,000) | (1,502,953) | ||
Change in fair value of derivative liability | 17,738,000 | 811,000 | ||
Change in fair value of warrant liability | 1,155,000 | (137,000) | 3,031,000 | (137,000) |
Change in fair value of restructured notes | (1,594,515) | (1,594,515) | ||
Forgiveness of PPP loan | 103,200 | |||
Gain on Vero Blue note settlement | 500,000 | 500,000 | ||
Gain on extinguishment of debt | 2,383,088 | 2,383,088 | ||
Legal Settlement | (29,400,000) | (29,400,000) | ||
Loss due to fire | (6,262) | (869,379) | ||
Total other income (expense) | 18,232,236 | (30,850,991) | (2,943,455) | (31,241,307) |
Income (loss) before income taxes | 15,175,701 | (33,366,545) | (11,552,820) | (38,778,923) |
Provision for income taxes | ||||
Net income (loss) | 15,175,701 | (33,366,545) | (11,552,820) | (38,778,923) |
Amortization of beneficial conversion feature on Preferred shares | (28,048) | (212,048) | (817,376) | |
Accretion on Preferred shares | (198,333) | (755,333) | ||
Redemption and exchange of Series D Preferred shares | (5,792,947) | |||
Dividends | (60,107) | (481,761) | ||
Net income (loss) available for common stockholders | $ 14,889,213 | $ (33,366,545) | $ (13,001,961) | $ (45,389,246) |
EARNINGS PER SHARE (Basic) | $ 0.02 | $ (0.05) | $ (0.02) | $ (0.07) |
EARNINGS PER SHARE (Diluted) | $ 0.01 | $ (0.05) | $ (0.02) | $ (0.07) |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic) | 697,586,776 | 635,536,459 | 682,750,957 | 608,191,555 |
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted) | 1,629,304,739 | 635,536,459 | 682,750,957 | 608,191,555 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 500 | $ 56,075 | $ 56,649,491 | $ 136,000 | $ (53,683,268) | $ (87,830) | $ 3,070,969 | ||
Beginning balance, shares at Mar. 31, 2021 | 5,000,000 | 607 | 560,745,180 | ||||||
Beneficial conversion feature related to the Series E Preferred Shares | 3,269,505 | 3,269,505 | |||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (817,376) | (817,376) | |||||||
Common stock vested to consultants | $ 13 | 48,738 | 24,900 | 73,651 | |||||
Common stock vested to consultants, shares | 125,000 | ||||||||
Net income (loss) | (2,562,743) | (2,562,743) | |||||||
Issuance of common stock upon conversion | $ 133 | 421,353 | 421,486 | ||||||
Issuance of common stock upon conversion, shares | 1,329,246 | ||||||||
Conversion of Series B Preferred Shares to common stock | $ 314 | (314) | |||||||
Conversion of Series B Preferred Shares to common stock, shares | (262) | 3,144,000 | |||||||
Conversion of Series D PS to common stock | $ 43 | (43) | |||||||
Conversion of Series D PS to common stock, shares | 428,572 | ||||||||
Exchange of Series D Preferred Shares to Series E Preferred Shares | (3,258,189) | (3,258,189) | |||||||
Sale of common shares and warrants for cash, less offering costs and commitment shares | $ 3,577 | 17,273,546 | 17,277,123 | ||||||
Sale of common shares and warrants for cash, less offering costs and commitment shares, shares | 35,772,729 | ||||||||
Exercise of warrants related to the sale of common shares | $ 110 | 10,890 | 11,000 | ||||||
Exercise of warrants related to the sale of common shares, shares | 1,100,000 | ||||||||
Redemption of Series D Preferred shares | (2,534,758) | (2,534,758) | |||||||
Common shares to be issued for the acquisition of the non-controlling interest subsidiary's remaining equity | (3,087,830) | 2,000,000 | 87,830 | (1,000,000) | |||||
Common shares to be issued for Patent acquisition | 5,000,000 | 5,000,000 | |||||||
Ending balance, value at Jun. 30, 2021 | $ 500 | $ 60,265 | 74,585,336 | 7,160,900 | (62,856,334) | 18,950,668 | |||
Ending balance, shares at Jun. 30, 2021 | 5,000,000 | 345 | 602,644,727 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 500 | $ 56,075 | 56,649,491 | 136,000 | (53,683,268) | (87,830) | 3,070,969 | ||
Beginning balance, shares at Mar. 31, 2021 | 5,000,000 | 607 | 560,745,180 | ||||||
Net income (loss) | (38,778,923) | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 500 | $ 64,183 | 86,808,594 | 29,524,000 | (101,798,974) | 14,597,966 | |||
Ending balance, shares at Dec. 31, 2021 | 5,000,000 | 67 | 641,722,043 | ||||||
Beginning balance, value at Jun. 30, 2021 | $ 500 | $ 60,265 | 74,585,336 | 7,160,900 | (62,856,334) | 18,950,668 | |||
Beginning balance, shares at Jun. 30, 2021 | 5,000,000 | 345 | 602,644,727 | ||||||
Conversion of Series E Preferred Shares to common stock | $ 411 | (411) | |||||||
Conversion of Series E Preferred Shares to common stock, shares | 4,114,286 | ||||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (1,341,948) | (1,341,948) | |||||||
Dividends payable on Preferred Shares | (177,586) | (177,586) | |||||||
Common stock vested to consultants | $ 6 | 24,369 | 24,900 | 49,275 | |||||
Common stock vested to consultants, shares | 62,500 | ||||||||
Net income (loss) | (2,849,635) | (2,849,635) | |||||||
Revision of dividends payable on Series B Preferred Shares (See Note 2) | (182,639) | (182,639) | |||||||
Common shares issued for Technical and Equipment Rights Agreement | 4,762,376 | 4,762,376 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 500 | $ 60,683 | 74,609,294 | 11,948,176 | (67,408,142) | 19,210,511 | |||
Ending balance, shares at Sep. 30, 2021 | 5,000,000 | 345 | 606,821,513 | ||||||
Conversion of Series E Preferred Shares to common stock | $ 411 | 2,879,589 | 2,880,000 | ||||||
Conversion of Series E Preferred Shares to common stock, shares | 4,114,286 | ||||||||
Beneficial conversion feature related to the Series E Preferred Shares | 169,714 | 169,714 | |||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (831,543) | (831,543) | |||||||
Accretion of Series E Preferred Shares | (80,167) | (80,167) | |||||||
Dividends payable on Preferred Shares | (112,577) | (112,577) | |||||||
Common stock vested to consultants | $ 21 | 99,054 | (49,800) | 49,275 | |||||
Common stock vested to consultants, shares | 112,500 | ||||||||
Net income (loss) | (33,366,545) | (33,366,545) | |||||||
Conversion of Series B Preferred Shares to common stock | $ 334 | (334) | (334) | ||||||
Conversion of Series B Preferred Shares to common stock, shares | (278) | 3,336,000 | |||||||
Common shares issued for Technical and Equipment Rights Agreement | $ 2,673 | 11,759,706 | (11,762,376) | ||||||
Common shares issued for Technical and Equipment Rights Agreement, shares | 26,732,673 | ||||||||
Common stock issued to consultants | $ 43 | 158,285 | 158,328 | ||||||
Common stock issued to consultants, shares | 430,071 | ||||||||
Common stock vested to employees | $ 18 | 68,286 | 68,304 | ||||||
Common stock vested to employees, shares | 175,000 | ||||||||
Reclassification of warrants to liability | (2,935,000) | (2,935,000) | |||||||
Common stock to be issued for legal settlement to NSH shareholders | 29,388,000 | 29,388,000 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 500 | $ 64,183 | 86,808,594 | 29,524,000 | (101,798,974) | 14,597,966 | |||
Ending balance, shares at Dec. 31, 2021 | 5,000,000 | 67 | 641,722,043 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 500 | $ 67,500 | 96,701,607 | 20,132,650 | (150,036,023) | (33,133,766) | |||
Beginning balance, shares at Mar. 31, 2022 | 5,000,000 | 674,644,124 | |||||||
Common stock issued for legal settlement to NSH shareholders | $ 6,112 | 19,311,486 | (19,317,598) | ||||||
Common stock issued for legal settlement to NSH shareholders, shares | 61,154,136 | ||||||||
Conversion of Series E Preferred Shares to common stock | $ 454 | 839,546 | 840,000 | ||||||
Conversion of Series E Preferred Shares to common stock, shares | 4,537,240 | ||||||||
Beneficial conversion feature related to the Series E Preferred Shares | 99,000 | (99,000) | |||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (42,500) | (42,500) | |||||||
Accretion of Series E Preferred Shares | (278,500) | (278,500) | |||||||
Dividends payable on Preferred Shares | (102,227) | (102,227) | |||||||
Common stock issued in business agreement | $ 25 | 56,225 | (56,250) | ||||||
Common stock issued in business agreement ,shares | 250,000 | ||||||||
Common stock vested to consultants | $ 6 | 24,369 | 24,375 | ||||||
Common stock vested to consultants, shares | |||||||||
Net income (loss) | (2,200,176) | (2,200,176) | |||||||
Ending balance, value at Jun. 30, 2022 | $ 500 | $ 74,097 | 117,032,233 | 815,052 | (56,250) | (152,758,426) | (34,892,794) | ||
Ending balance, shares at Jun. 30, 2022 | 5,000,000 | 740,585,500 | |||||||
Beginning balance, value at Mar. 31, 2022 | $ 500 | $ 67,500 | 96,701,607 | 20,132,650 | (150,036,023) | (33,133,766) | |||
Beginning balance, shares at Mar. 31, 2022 | 5,000,000 | 674,644,124 | |||||||
Net income (loss) | (11,552,820) | ||||||||
Increase of 10% in Series E Preferred Shares to one holder based on certain rights | 156,000 | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 500 | $ 76,894 | 119,464,471 | 662,767 | (56,250) | (163,037,985) | (42,889,603) | ||
Ending balance, shares at Dec. 31, 2022 | 5,000,000 | 768,561,129 | |||||||
Beginning balance, value at Jun. 30, 2022 | $ 500 | $ 74,097 | 117,032,233 | 815,052 | (56,250) | (152,758,426) | (34,892,794) | ||
Beginning balance, shares at Jun. 30, 2022 | 5,000,000 | 740,585,500 | |||||||
Common stock issued for legal settlement to NSH shareholders | $ 40 | 127,646 | (127,686) | ||||||
Common stock issued for legal settlement to NSH shareholders, shares | 404,067 | ||||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (42,500) | (42,500) | |||||||
Accretion of Series E Preferred Shares | (278,500) | (278,500) | |||||||
Dividends payable on Preferred Shares | (55,427) | (55,427) | |||||||
Common stock issued in business agreement | $ 25 | 25,975 | 26,000 | ||||||
Common stock issued in business agreement ,shares | 250,000 | ||||||||
Common stock vested to consultants | $ 6 | 24,369 | 24,375 | ||||||
Common stock vested to consultants, shares | 62,500 | ||||||||
Net income (loss) | (24,528,345) | (24,528,345) | |||||||
Conversion of Series E Preferred Shares to common stock | $ 992 | 827,008 | (108,000) | 720,000 | |||||
Conversion of Series E Preferred Shares to common stock, shares | 9,920,887 | ||||||||
Increase of 10% in Series E Preferred Shares to one holder based on certain rights | (156,000) | (156,000) | |||||||
Common stock issued from shares payable | $ 10 | 24,590 | (24,600) | ||||||
Common stock issued from shares payable, shares | 100,000 | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 500 | $ 75,170 | 118,061,820 | 662,767 | (56,250) | (177,927,198) | (59,183,191) | ||
Ending balance, shares at Sep. 30, 2022 | 5,000,000 | 751,322,954 | |||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (28,048) | (28,048) | |||||||
Accretion of Series E Preferred Shares | (198,333) | (198,333) | |||||||
Dividends payable on Preferred Shares | (60,107) | (60,107) | |||||||
Common stock vested to consultants | $ 6 | 24,369 | 24,375 | ||||||
Common stock vested to consultants, shares | 62,500 | ||||||||
Net income (loss) | 15,175,701 | 15,175,701 | |||||||
Issuance of common shares under financing agreement | $ 1,718 | 1,378,282 | 1,380,000 | ||||||
Issuance of common shares under financing agreement, shares | 17,175,675 | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 500 | $ 76,894 | $ 119,464,471 | $ 662,767 | $ (56,250) | $ (163,037,985) | $ (42,889,603) | ||
Ending balance, shares at Dec. 31, 2022 | 5,000,000 | 768,561,129 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders' Deficit (Parenthetical) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Percentage of series E preferred shares | 10% | 10% |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net loss | $ 15,175,701 | $ (2,200,176) | $ (33,366,545) | $ (2,562,743) | $ (11,552,820) | $ (38,778,923) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Depreciation expense | 1,349,838 | 586,409 | |||||
Amortization expense | 1,102,500 | 514,000 | |||||
Amortization of debt discount | 843,494 | 340,000 | 5,019,883 | 576,364 | |||
Change in fair value of derivative liability | (17,738,000) | (811,000) | |||||
Change in fair value of warrant liability | (1,155,000) | 137,000 | (3,031,000) | 137,000 | $ (1,987,000) | ||
Change in fair value of promissory notes | 1,594,515 | ||||||
Financing costs | 1,502,953 | ||||||
Gain on extinguishment of debt | (1,883,089) | ||||||
Loss due to fire | 6,262 | 869,379 | |||||
Forgiveness of PPP loan | (103,200) | ||||||
Gain on Vero Blue note settlement | (500,000) | ||||||
Legal settlement | 29,388,000 | ||||||
Shares issued for services | 99,124 | 398,831 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 6,883 | ||||||
Inventory | (32,759) | (28,128) | |||||
Prepaid expenses and other current assets | 1,021,406 | (321,162) | |||||
Deferred offering costs | (126,963) | ||||||
Accounts payable | 724,360 | (5,637,796) | |||||
Other accrued expenses | 92,560 | (101,896) | |||||
Accrued expenses - related parties | 200,000 | ||||||
Accrued interest | 1,662,647 | (49,482) | |||||
Accrued interest - related parties | 9,772 | 16,000 | |||||
Cash used in operating activities | (3,884,764) | (12,201,031) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Cash paid for fixed assets | (2,430,186) | (2,116,124) | |||||
Cash received for fire damage to fixed assets | 700,000 | ||||||
Cash paid for patent acquisition with F & T | (2,000,000) | ||||||
Cash paid for acquisition of shares of NCI | (1,000,000) | ||||||
Cash paid for License Agreement | (2,350,000) | ||||||
Cash paid for construction in process | (433,389) | ||||||
Cash used in investing activities | (1,730,186) | (7,899,513) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Payments on bank loan | (214,852) | ||||||
Payments of notes payable | (72,000) | (72,000) | |||||
Payments on notes payable, related party | (655,750) | ||||||
Repayment of short-term promissory note and lines of credit | (227) | (553,577) | |||||
Proceeds from issuance of common shares under equity agreement | 17,277,123 | ||||||
Proceeds from sale of stock | 1,380,000 | ||||||
Proceeds from promissory note | 1,465,000 | ||||||
Proceeds from promissory note, related parties | 250,000 | ||||||
Proceeds from convertible debentures | 8,905,000 | ||||||
Proceeds from convertible debentures, receipt from escrow | 1,500,000 | ||||||
Escrow account in relation to the proceeds from promissory notes | (500,000) | 5,000,000 | |||||
Payments on convertible debentures | (421,486) | ||||||
Payments on notes payable | (4,500,000) | ||||||
Proceeds from sale of Series E Preferred Shares | 1,348,000 | ||||||
Redemption of Series D Preferred Shares | (3,513,504) | ||||||
Shares issued upon exercise of warrants | 11,000 | ||||||
Cash provided by financing activities | 4,022,773 | 22,609,954 | |||||
NET CHANGE IN CASH | (1,592,176) | 2,509,411 | |||||
CASH AT BEGINNING OF YEAR | $ 1,734,040 | $ 155,795 | 1,734,040 | 155,795 | 155,795 | ||
CASH AT END OF YEAR | $ 141,864 | $ 2,665,206 | 141,864 | 2,665,206 | $ 1,734,040 | ||
INTEREST PAID | 1,829,570 | 212,190 | |||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||||||
Construction in process transferred to fixed assets | 1,041,371 | ||||||
Shares issued upon conversion of convertible debentures | 421,486 | ||||||
Shares issued upon conversion of Preferred stock | 1,560,000 | ||||||
Cancellation of Right of Use asset and Lease liability | $ 275,400 | ||||||
Shares issued as consideration for Rights Agreement | 4,762,376 | ||||||
Shares issued as consideration for Patent acquisition | $ 5,000,000 | ||||||
Shares issued as consideration for acquisition of remaining NCI | $ 2,000,000 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 9 Months Ended |
Dec. 31, 2022 | |
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 (Lit Penaeus, 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. On December 17, 2020, the Company closed on an Asset Purchase Agreement (“APA”) between VeroBlue Farms USA, Inc., a Nevada corporation (“VBF”), VBF Transport, Inc., a Delaware corporation (“Transport”), and Iowa’s First, Inc., an Iowa corporation (“Iowa’s First”) (each a “Seller” and collectively, “Sellers”). Transport and Iowa’s First were wholly-owned subsidiaries of VBF. The agreement called for the Company to purchase all of the tangible assets of VBF, the motor vehicles of Transport and the real property (together with all plants, buildings, structures, fixtures, fittings, systems and other improvements located on such real property) of Iowa’s First. The facility was originally designed as an aquaculture facility, with the company having production issues. The Company began a modification process to convert the plant to produce shrimp, which will allow them to scale faster without having to build new facilities. The three Iowa facilities contain the tanks and infrastructure that will be used to support the production of shrimp with the incorporation of the Company’s patented EC platform technology. On May 19, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with F&T Water Solutions, LLC (“F&T”), for F&T’s owned shares of Natural Aquatic Systems, Inc. (“NAS”). Prior to entering into the SPA, the Company owned fifty-one percent ( 51 49 100 The Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation, NaturalShrimp Global, Inc. and NAS. Going Concern The accompanying unaudited condensed 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 nine months ended December 31, 2022, the Company had a net loss from operations of approximately $ 8,609,000 . At December 31, 2022, the Company had an accumulated deficit of approximately $ 163,038,000 and a working capital deficit of approximately $ 8,191,000 . 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 nine months ended December 31, 2022, the Company received the $ 1,500,000 remaining escrow amount related to the proceeds from the issuance of a convertible debenture in December 2021, as well as $ 1,465,000 from the issuance of a convertible debenture in August 2022, per the restructuring agreement and $ 250,000 in a loan agreement with related parties. Additionally, the Company entered into a Purchase Agreement with GHS Investments LLC (“GHS”) under 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 (see Note 11). During the three months ended December 31, 2022, the Company received a net amount of approximately $ 1,380,000 , for the sale of 17,175,675 shares of common stock. Subsequent to the period end, the Company has received another $ 878,365 from GHS for the sale of 14,880,460 shares of common stock. 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 our 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 our 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 in production. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial information as of and for the three and nine months ended December 31, 2022 and 2021 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the nine months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended March 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 29, 2022. The condensed consolidated balance sheet at March 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Consolidation The unaudited condensed consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global, Inc. and Natural Aquatic Systems, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Earnings/Loss per Common Share Basic and diluted earnings or loss per share (“EPS”) amounts in the unaudited condensed consolidated financial statements are computed in accordance with ASC 260 – 10 “ Earnings per Share 5,000,000 shares of Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 751,385,000 underlying common shares, 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 2,775,000 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 180,333,000 underlying common shares, whose shares were included in the calculation of diluted EPS. For the three months ended December 31, 2022, the Company had 1,500 shares 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 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive as their conversion and exercise prices were greater than the market price of the Company’s common shares. For the nine months ended December 31, 2022, the Company had 5,000,000 shares of Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 768,561,000 underlying common shares, 1,500 shares 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 2,775,000 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 184,387,000 underlying common shares, and 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive. For the three and nine months ended December 31, 2021, the Company had Redeemable Convertible Preferred stock with approximately 9,842,000 underlying common shares, $ 18,768,000 in a convertible debenture whose approximately 67,816,000 underlying shares are convertible at the holders’ option at conversion price of 90 % of the average of the two lowest market prices over the last 10 days and 18,506,429 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive. Fair Value Measurements ASC Topic 820, “ Fair Value Measurement” “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 and March 31, 2022. The derivative and warrant liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 derivatives during the nine months ended December 31, 2022 and the year ended March 31, 2022: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Derivatives December 31, 2022 (unaudited) March 31, 2022 Derivative liability balance at beginning of period $ 13,101,000 $ - Included in gain on extinguishment of note (12,290,000 ) - Additions to derivatives - 12,985,000 Change in fair value (811,000 ) 116,000 Balance at end of period $ - $ 13,101,000 The derivative liability does not exist as of December 31, 2022, as the convertible note removed the conversion feature upon its restructuring and there is no longer an embedded derivative to be bifurcated (Note 6). At March 31, 2022, the fair value of the derivative liabilities of convertible notes was estimated using the following inputs: the price of the Company’s common stock of $ 0.225 0.19 2.28 109.47 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability December 31, 2022 (unaudited) March 31, 2022 Warrant liability balance at beginning of period $ 3,923,000 $ - Additions to warrant liability - 5,910,000 Reclass to equity upon cancellation or exercise - - Change in fair value (3,031,000 ) (1,987,000 ) Balance at end of period $ 892,000 $ 3,923,000 At December 31, 2022, the fair value of the warrant liability was estimated using the following inputs: the price of the Company’s common stock of $ 0.079 4.11 4.22 125.3 145.6 At March 31, 2022, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.42 185.9 205.9 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Promissory Note December 31, 2022 (unaudited) March 31, 2022 Promissory Notes fair value at beginning of period $ - $ - Fair value of Promissory Note upon Restructuring Agreement 20,847,867 - Change in fair value (1,594,515 ) - Promissory Note fair value at end of period $ 22,442,382 $ - 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 . 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” Cash and Cash Equivalents For the purpose of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2022 and March 31, 2022. 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, 2022, the Company’s cash balance exceeded FDIC coverage. 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 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Stock-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “ Stock-based Compensation to Employees Intangible Assets The Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents represent definite lived intangible assets and will be amortized over the twenty-year duration of the patent, unless at some point the useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a straight-line basis over the expected term of the agreements of ten years. For the three and nine months ended December 31, 2022, the amortization of the patents was $ 97,500 292,500 270,000 810,000 Amortization expense for the patents was $ 97,500 244,000 633,500,000 341,500 1,350,000 540,000 The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of December 31, 2022, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. Impairment of Long-lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. Commitments and Contingencies Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (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 August 2020, the Financial Accounting Standards Board 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 Earnings Per Share As of December 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of December 31, 2022, through the date which the unaudited condensed consolidated financial statements were issued. Based upon the review, other than described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 3 – FIXED ASSETS A summary of the fixed assets as of December 31, 2022 and March 31, 2022 is as follows: SCHEDULE OF FIXED ASSETS (unaudited) December 31, 2022 March 31, 2022 (unaudited) Land $ 324,293 $ 324,293 Buildings 5,439,365 5,611,723 Machinery and equipment 12,210,036 10,524,343 Autos and trucks 307,227 247,356 Fixed assets,gross 18,280,921 16,707,715 Accumulated depreciation (2,930,478 ) (1,909,612 ) Fixed assets, net $ 15,350,443 $ 14,798,103 The unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 416,000 218,000 1,350,000 830,000 On July 3, 2022, the Company’s building containing its 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 8,000 700,000 1,764,000 325,000 700,000 |
SHORT-TERM NOTE AND LINES OF CR
SHORT-TERM NOTE AND LINES OF CREDIT | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE AND LINES OF CREDIT | NOTE 4 – SHORT-TERM NOTE AND LINES OF CREDIT The Company has a working capital line of credit with Capital One Bank for $ 50,000 The line of credit bears an interest rate of prime plus 25.9 basis points 33.17 9,580 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 17.27 10,237 |
PROMISSORY NOTE
PROMISSORY NOTE | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE | NOTE 5 – PROMISSORY NOTE 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 12 433,333 10,000 1,100,000 3,900,000 3,400,000 15 15 816,500 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 In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 10), 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 Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 202 35,000 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 1,933,000 157,000 2,219,000 286,000 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Dec. 31, 2022 | |
Convertible Debentures | |
CONVERTIBLE DEBENTURES | NOTE 6 – CONVERTIBLE DEBENTURES December 15, 2021 Debenture The Company entered into a securities purchase agreement (the “December 2021 SPA”) with an investor (the “December 2021 Investor”) on December 15, 2021. Pursuant to the December 2021 SPA, the December 2021 Investor purchased a secured promissory note (the “December 2021 Note”) in the aggregate principal amount totaling approximately $ 16,320,000 12 1,300,000 20,000 2,035,000 1,095,000 3,000,000 940.000 0.32 1.19 209.9 0 Beginning on the date that is 6 months from the issuance date of the December 2021 Note, the December 2021 Investor has the right to redeem up to $ 1,000,000 0.0001 The “Redemption Repayment Price” equals 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 December 2021 Investor delivers notice electing to redeem a portion of the December 2021 Note. The redemption amount shall include a premium 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 December 2021 Note, an additional 15% of the principal balance, which totals $ 2,448,000 Within 180 days of the issuance date of the December 2021 Note, the Company will obtain an effective registration statement or a supplement to any existing registration statement or prospectus with the SEC registering at least $ 15,000,000 249,079 Subsequently, the date by which the Uplist had to be completed was further extended to June 15, 2022, and again to November 15, 2022, with no additional fee included. The Company will make a one-time payment to the December 2021 Investor equal to 15% of the gross proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount. In the event the Company does not make this payment, the then-current outstanding balance will be increased by 10%. In addition, the Company has 30 days in which to secure the December 2021 Note and grant the December 2021 Investor a first position security interest in the real property in Texas and Iowa, and if it is not effectuated within the 30 days the outstanding balance will be increased by 15%. 65,000,000 100,000,000 The December 2021 Note also contains certain negative covenants and Events of Default, which in addition to common events of default, include a failure to deliver conversion shares, the Company fails to maintain the share reserve, the occurrence of a Fundamental Transaction without the December 2021 Investor’s written consent, the Company effectuates a reverse split of its common stock without 20 trading days written notice to the December 2021 Investor, 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 December 2021 Investor may consider the December 2021 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 December 2021 Note increases from 5% to 15%, depending upon the specific Event of Default The conversion feature meets the definition of a derivative and therefore requires bifurcation and was accounted for as a derivative liability. As of December 31, 2022 the fair value of the derivative is $ 30,028,000 16,927,000 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 10), 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 Additionally, if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the Board of Directors of the Company. Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified from December 15, 2023 to December 4, 2023, 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”). As of December 31, 2022, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 2022 1,309,000 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 August 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 2,540,000 20,223,000 1,309,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock As of December 31, 2022 and March 31, 2022, the Company had 200,000,000 0.0001 5,000,000 5,000 no 5,000 no 10,000 1,670 2,840 750,000 750,000 Series E Preferred Stock On June 16, 2022, one of the holders of our 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 10 130 156,000 15 During the nine months ended December 31, 2022, 1,300 14,458,127 During the three and nine months ended December 31, 2022, the amortization of the beneficial conversion feature of the Series E preferred stock was approximately $ 28,000 113,000 198,000 755,000 1,114,000 On November 5, 2022, the Company entered a restructuring agreement with GHS, whereby the Series E Preferred Stock and the warrants outstanding ( 13,739,000 80 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. GHS 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 5,000,000 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 The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase. If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice. Further, pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. In the three months ended December 31, 2022, the Company sold 17,175,675 1,378,000 0.08 0.10 11,306.351 Common Shares Issued to Consultant On August 1, 2022, the Company issued 250,000 On April 14, 2021, 500,000 195,000 0.39 62,500 24,275 Common Stock Issued in Relation to Business Agreement As of June 22, 2022, 250,000 Options and Warrants The Company has not granted any options since inception. All of the warrants issued have been recognized as a liability, as of the issuance of the convertible debenture on December 15, 2021, based on the fact it as it is not known if there will be sufficient authorized shares to be issued upon settlement, based on the conversion terms of the existing convertible debt. The 18,573,116 892,000 3,031,000 0.079 4.11 4.22 125.3 145.6 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Accrued Payroll – Related Parties Included in other accrued expenses on the accompanying unaudited condensed consolidated balance sheets approximately $ 119,000 50,000 Bonus Compensation – Related Party On May 11, 2021, the Company paid the Chief Financial Officer a bonus of $ 300,000 300,000 200,000 200,000 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 2 655,750 77,000 74,000 74,000 Promissory Note On August 10, 2022, the Company issued a loan agreement for $ 300,000 50,000 250,000 10 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 8 356,404 161,000 146,000 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 8 54,647 |
LEASES
LEASES | 9 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 9 – LEASES 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 October 31, 2025 1,727 October 31, 2025 52,362 17,454 At inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $ 316,000 5.75 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 17,000 5.75 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – 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 $ 96,000 180,000 The Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary The Employment Agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of one year following termination of the employee’s Employment Agreement. Merger Agreement On October 24, 2022, the Company entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors of each of the Company, Yotta, and Merger Sub. The Merger Agreement provides, 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 ” The Merger Agreement provides for aggregate consideration to be issued to securityholders of the Company of 17,500,000 0.0001 (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 will enter into with holders of such convertible securities, such convertible securities will be 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 0.0001 0.0001 As noted in Notes 5 and 6, the Company entered into Restructuring Agreements with the December 2021 Investor as required in the Merger Agreement. The Business Combination is 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. After the period end, there were three purchases of a total of 14,880,460 878,365 0.060 0.065 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 10 56,868 575,100 15 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial information as of and for the three and nine months ended December 31, 2022 and 2021 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the nine months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended March 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 29, 2022. The condensed consolidated balance sheet at March 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. |
Consolidation | Consolidation The unaudited condensed consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global, Inc. and Natural Aquatic Systems, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with GAAP 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 unaudited condensed consolidated financial statements are computed in accordance with ASC 260 – 10 “ Earnings per Share 5,000,000 shares of Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 751,385,000 underlying common shares, 170 shares of Series E Redeemable Convertible Preferred shares whose approximately 2,775,000 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 180,333,000 underlying common shares, whose shares were included in the calculation of diluted EPS. For the three months ended December 31, 2022, the Company had 1,500 shares 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 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive as their conversion and exercise prices were greater than the market price of the Company’s common shares. For the nine months ended December 31, 2022, the Company had 5,000,000 shares of Series A Convertible Preferred Stock which would be converted at the holder’s option into approximately 768,561,000 underlying common shares, 1,500 shares 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 2,775,000 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 184,387,000 underlying common shares, and 18,573,116 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive. For the three and nine months ended December 31, 2021, the Company had Redeemable Convertible Preferred stock with approximately 9,842,000 underlying common shares, $ 18,768,000 in a convertible debenture whose approximately 67,816,000 underlying shares are convertible at the holders’ option at conversion price of 90 % of the average of the two lowest market prices over the last 10 days and 18,506,429 warrants outstanding which were not included in the calculation of diluted EPS as their effect would be anti-dilutive. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “ Fair Value Measurement” “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 and March 31, 2022. The derivative and warrant liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 derivatives during the nine months ended December 31, 2022 and the year ended March 31, 2022: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Derivatives December 31, 2022 (unaudited) March 31, 2022 Derivative liability balance at beginning of period $ 13,101,000 $ - Included in gain on extinguishment of note (12,290,000 ) - Additions to derivatives - 12,985,000 Change in fair value (811,000 ) 116,000 Balance at end of period $ - $ 13,101,000 The derivative liability does not exist as of December 31, 2022, as the convertible note removed the conversion feature upon its restructuring and there is no longer an embedded derivative to be bifurcated (Note 6). At March 31, 2022, the fair value of the derivative liabilities of convertible notes was estimated using the following inputs: the price of the Company’s common stock of $ 0.225 0.19 2.28 109.47 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability December 31, 2022 (unaudited) March 31, 2022 Warrant liability balance at beginning of period $ 3,923,000 $ - Additions to warrant liability - 5,910,000 Reclass to equity upon cancellation or exercise - - Change in fair value (3,031,000 ) (1,987,000 ) Balance at end of period $ 892,000 $ 3,923,000 At December 31, 2022, the fair value of the warrant liability was estimated using the following inputs: the price of the Company’s common stock of $ 0.079 4.11 4.22 125.3 145.6 At March 31, 2022, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.42 185.9 205.9 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Promissory Note December 31, 2022 (unaudited) March 31, 2022 Promissory Notes fair value at beginning of period $ - $ - Fair value of Promissory Note upon Restructuring Agreement 20,847,867 - Change in fair value (1,594,515 ) - Promissory Note fair value at end of period $ 22,442,382 $ - 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 . |
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” |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2022 and March 31, 2022. |
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, 2022, the Company’s cash balance exceeded FDIC coverage. |
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 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Stock-Based Compensation | 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 |
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. For the three and nine months ended December 31, 2022, the amortization of the patents was $ 97,500 292,500 270,000 810,000 Amortization expense for the patents was $ 97,500 244,000 633,500,000 341,500 1,350,000 540,000 The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of December 31, 2022, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. |
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 unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (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 | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board 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 Earnings Per Share As of December 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Management’s Evaluation of Subsequent Events | Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of December 31, 2022, through the date which the unaudited condensed consolidated financial statements were issued. Based upon the review, other than described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 |
Promissory Note [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE | SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Promissory Note December 31, 2022 (unaudited) March 31, 2022 Promissory Notes fair value at beginning of period $ - $ - Fair value of Promissory Note upon Restructuring Agreement 20,847,867 - Change in fair value (1,594,515 ) - Promissory Note fair value at end of period $ 22,442,382 $ - |
Warrants [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE | SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability December 31, 2022 (unaudited) March 31, 2022 Warrant liability balance at beginning of period $ 3,923,000 $ - Additions to warrant liability - 5,910,000 Reclass to equity upon cancellation or exercise - - Change in fair value (3,031,000 ) (1,987,000 ) Balance at end of period $ 892,000 $ 3,923,000 |
Derivative [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE | The following is a summary of activity of Level 3 derivatives during the nine months ended December 31, 2022 and the year ended March 31, 2022: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Derivatives December 31, 2022 (unaudited) March 31, 2022 Derivative liability balance at beginning of period $ 13,101,000 $ - Included in gain on extinguishment of note (12,290,000 ) - Additions to derivatives - 12,985,000 Change in fair value (811,000 ) 116,000 Balance at end of period $ - $ 13,101,000 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | A summary of the fixed assets as of December 31, 2022 and March 31, 2022 is as follows: SCHEDULE OF FIXED ASSETS (unaudited) December 31, 2022 March 31, 2022 (unaudited) Land $ 324,293 $ 324,293 Buildings 5,439,365 5,611,723 Machinery and equipment 12,210,036 10,524,343 Autos and trucks 307,227 247,356 Fixed assets,gross 18,280,921 16,707,715 Accumulated depreciation (2,930,478 ) (1,909,612 ) Fixed assets, net $ 15,350,443 $ 14,798,103 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Nov. 04, 2022 | Aug. 31, 2022 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | May 19, 2021 | May 18, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net loss from operation | $ 3,056,535 | $ 2,515,554 | $ 8,609,365 | $ 7,537,616 | ||||||
Accumulated deficit | 163,037,985 | 163,037,985 | $ 150,036,023 | |||||||
Working capital deficit | 8,191,000 | 8,191,000 | ||||||||
Proceeds from convertible debentures | 1,500,000 | |||||||||
Proceeds from convertible stock | $ 1,465,000 | $ 8,905,000 | ||||||||
Sale of stock consideration received on transaction | $ 1,380,000 | |||||||||
Sale of stock consideration | 17,175,675 | |||||||||
Loan Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Issuance of debt | $ 250,000 | |||||||||
GHS Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Warrant to purchase shares | 64,000,000 | |||||||||
Purchase price for warrants | $ 5,000,000 | |||||||||
Sale of stock consideration | 17,175,675 | |||||||||
GHS Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Sale of stock consideration received on transaction | $ 878,365 | |||||||||
Sale of stock consideration | 14,880,460 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Ownership percentage | 51% | |||||||||
F and T Water Solutions LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Ownership percentage | 49% | |||||||||
Natural Aquatic Systems Inc [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Ownership percentage | 100% |
SCHEDULE OF DERIVATIVE AND WARR
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Derivative liability, beginning | $ 13,101,000 | ||||
Included in gain on extinguishment of note | (12,290,000) | ||||
Additions to derivatives | 12,985,000 | ||||
Change in fair value | (811,000) | 116,000 | |||
Derivative liability, ending | 13,101,000 | ||||
Warrant liability, beginning | 3,923,000 | ||||
Additions to warrant liability | 5,910,000 | ||||
Reclass to equity upon cancellation or exercise | |||||
Change in fair value | (1,155,000) | $ 137,000 | (3,031,000) | 137,000 | (1,987,000) |
Warrant liability, beginning | 892,000 | 892,000 | 3,923,000 | ||
Promissory Notes fair value at beginning of period | |||||
Fair value of Promissory Note upon Restructuring Agreement | 20,847,867 | ||||
Change in fair value | (1,594,515) | ||||
Promissory Notes fair value at ending of period | $ 22,442,382 | $ 22,442,382 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Mar. 31, 2022 USD ($) $ / shares | |
Property, Plant and Equipment [Line Items] | |||||
Debt conversion converted, shares | 4,762,376 | ||||
Class of Warrant or Right, Outstanding | 18,573,116 | 18,506,429 | 18,573,116 | 18,506,429 | |
Cash, FDIC insured amount | $ | $ 250,000 | $ 250,000 | |||
Patents [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization of intangible assets | $ | 97,500 | $ 97,500 | 292,500 | $ 244,000 | |
Finite lived intangible assets accumulated amortization | $ | 633,500,000 | 633,500,000 | $ 341,500 | ||
License Right [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization of intangible assets | $ | 270,000 | 810,000 | |||
Finite lived intangible assets accumulated amortization | $ | $ 1,350,000 | $ 1,350,000 | $ 540,000 | ||
Measurement Input, Share Price [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.225 | ||||
Warrants, measurement input | $ / shares | 0.079 | 0.079 | 0.225 | ||
Measurement Input, Conversion Price [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Derivative liability, measurement input | 0.19 | 0.19 | |||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Derivative liability, measurement input | 2.28 | 2.28 | |||
Warrants, measurement input | 2.42 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrants, measurement input | 4.11 | 4.11 | |||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrants, measurement input | 4.22 | 4.22 | |||
Measurement Input, Price Volatility [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Derivative liability, measurement input | 109.47 | ||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrants, measurement input | 125.3 | 125.3 | 185.9 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrants, measurement input | 145.6 | 145.6 | 205.9 | ||
Series A Convertible Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 5,000,000 | 5,000,000 | |||
Debt conversion converted, shares | 751,385,000 | 768,561,000 | |||
Series E Redeemable Convertible Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 170 | 1,500 | |||
Debt conversion converted, shares | 2,775,000 | 5,143,000 | |||
Debt Conversion, Converted Instrument, Rate | 90% | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.35 | $ 0.35 | |||
Series F Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 750,000 | 750,000 | |||
Debt conversion converted, shares | 180,333,000 | 184,387,000 | |||
Class of Warrant or Right, Outstanding | 18,573,116 | 18,573,116 | |||
Series E Redeemable Convertible Preferred Stock One [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 1,500 | 170 | |||
Debt conversion converted, shares | 5,143,000 | 2,775,000 | |||
Debt Conversion, Converted Instrument, Rate | 90% | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.35 | $ 0.35 | |||
Redeemable Convertible Preferred Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive securities | 9,842,000 | 9,842,000 | |||
Debt conversion converted, shares | 67,816,000 | 67,816,000 | |||
Debt Conversion, Converted Instrument, Rate | 90% | 90% | |||
Debt Conversion, Converted Instrument, Amount | $ | $ 18,768,000 | $ 18,768,000 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Dec. 31, 2022 | Jul. 03, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Abstract] | |||
Land | $ 324,293 | $ 324,293 | |
Buildings | 5,439,365 | 5,611,723 | |
Machinery and equipment | 12,210,036 | 10,524,343 | |
Autos and trucks | 307,227 | 247,356 | |
Fixed assets,gross | 18,280,921 | 16,707,715 | |
Accumulated depreciation | (2,930,478) | $ (325,000) | (1,909,612) |
Fixed assets, net | $ 15,350,443 | $ 1,764,000 | $ 14,798,103 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||
Jul. 03, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 416,377 | $ 218,134 | $ 1,349,838 | $ 830,409 | ||
Area of land | ft² | 8,000 | |||||
Insurance | $ 700,000 | |||||
Fixed assets | 1,764,000 | 15,350,443 | 15,350,443 | $ 14,798,103 | ||
Accumulated depreciation | $ 325,000 | $ 2,930,478 | $ 2,930,478 | $ 1,909,612 |
SHORT-TERM NOTE AND LINES OF _2
SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Capital One Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 50,000 | |
Description of line of credit | The line of credit bears an interest rate of prime plus 25.9 basis points | |
Line of credit, interest rate | 33.17% | |
Line of credit | $ 9,580 | $ 9,580 |
Chase Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 25,000 | |
Description of line of credit | The line of credit bears an interest rate of prime plus 10 basis points | |
Line of credit, interest rate | 17.27% | |
Line of credit | $ 10,237 | $ 10,237 |
PROMISSORY NOTE (Details Narrat
PROMISSORY NOTE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Aug. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | |||||||
Debt instrument face amount | $ 35,000 | $ 35,000 | |||||
Debt instrument, interest rate | 2% | ||||||
Debt discount | 9,680,000 | 9,680,000 | $ 9,680,000 | ||||
Escrow deposit | $ 1,500,000 | ||||||
Debt instrument, redemption, percentage | 15% | ||||||
Increase in outstanding balance, percentage | 10% | 10% | |||||
Description for uplisted term and trigger Events | In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 10), 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 Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 202 | ||||||
Loss in extinguishment | $ 2,383,088 | $ 2,383,088 | |||||
Change in fair value | 17,738,000 | 811,000 | |||||
Restructured August Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt discount and accrued interest | 1,933,000 | ||||||
Loss in extinguishment | 157,000 | ||||||
Revalued debt amount | $ 2,219,000 | 2,219,000 | |||||
Change in fair value | $ 286,000 | ||||||
Securities Purchase Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument face amount | $ 5,433,333 | ||||||
Debt instrument, interest rate | 12% | ||||||
Debt discount | $ 433,333 | ||||||
Transaction expense | 10,000 | ||||||
Proceeds from debt | 1,100,000 | ||||||
Escrow deposit | 3,900,000 | ||||||
Debt instrument, fair value | $ 3,400,000 | ||||||
Debt instrument, redemption, percentage | 15% | ||||||
Debt instrument outstanding face amount | $ 816,500 | ||||||
Increase in outstanding balance, percentage | 10% | ||||||
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 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Dec. 15, 2022 | Nov. 04, 2022 | Aug. 17, 2022 | Dec. 15, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jan. 01, 2016 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 35,000 | $ 35,000 | ||||||||||
Debt instrument interest rate percentage | 2% | |||||||||||
Debt instrument unamortized discount | $ 9,680,000 | $ 9,680,000 | $ 9,680,000 | |||||||||
Number share issued value | $ 26,000 | |||||||||||
Description for uplisted term and trigger Events | In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 10), 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 Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 202 | |||||||||||
Common stock shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | |||||||||
Change in fair value | $ 17,738,000 | $ 811,000 | ||||||||||
Gain (loss) on extinguishment of debt | 2,383,088 | 2,383,088 | ||||||||||
Restructured Senior Note [Member]. | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Fair value derivative | 20,223,000 | 20,223,000 | ||||||||||
Change in fair value | 1,309,000 | |||||||||||
Debt discount and accrued interest | 18,914,000 | |||||||||||
Gain (loss) on extinguishment of debt | $ 2,540,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number share issued value | $ 25 | $ 25 | ||||||||||
December 15, 2021 Debenture [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Extension fees | $ 249,079 | |||||||||||
Description for uplisted term and trigger Events | Subsequently, the date by which the Uplist had to be completed was further extended to June 15, 2022, and again to November 15, 2022, with no additional fee included. The Company will make a one-time payment to the December 2021 Investor equal to 15% of the gross proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount. In the event the Company does not make this payment, the then-current outstanding balance will be increased by 10%. In addition, the Company has 30 days in which to secure the December 2021 Note and grant the December 2021 Investor a first position security interest in the real property in Texas and Iowa, and if it is not effectuated within the 30 days the outstanding balance will be increased by 15%. | |||||||||||
Common stock shares authorized | 65,000,000 | |||||||||||
Common stock shares subscribed but unissued | 100,000,000 | |||||||||||
Debt instrument unused borrowing capacity description | Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the December 2021 Note increases from 5% to 15%, depending upon the specific Event of Default | |||||||||||
Fair value derivative | 30,028,000 | $ 30,028,000 | ||||||||||
Change in fair value | 16,927,000 | |||||||||||
December 15, 2021 Debenture [Member] | Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number share issued value | $ 15,000,000 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 5,433,333 | |||||||||||
Debt instrument interest rate percentage | 12% | |||||||||||
Debt instrument unamortized discount | $ 433,333 | |||||||||||
Debt instrument transaction expense | 10,000 | |||||||||||
Debt instrument outstanding face amount | 816,500 | |||||||||||
Repayments for debt | $ 3,000,000 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 16,320,000 | |||||||||||
Debt instrument interest rate percentage | 12% | |||||||||||
Debt instrument unamortized discount | $ 1,300,000 | |||||||||||
Debt instrument transaction expense | 20,000 | |||||||||||
Debt issuance costs | 2,035,000 | |||||||||||
Payments of loan costs | $ 1,095,000 | |||||||||||
Number of warrant issued | 3,000,000 | |||||||||||
Fair value private placement | $ 940 | |||||||||||
Share price | $ 0.32 | |||||||||||
Risk free interest rate | 1.19% | |||||||||||
Expected volatility | 209.90% | |||||||||||
Expected dividend rate | 0% | |||||||||||
Outstanding investor redeem | $ 1,000,000 | |||||||||||
Investment redemption fee per share | $ 0.0001 | |||||||||||
Debt iInstrument, redemption, description | The “Redemption Repayment Price” equals 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 December 2021 Investor delivers notice electing to redeem a portion of the December 2021 Note. The redemption amount shall include a premium 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 December 2021 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 December 2021 Investor’s right of redemption, the Company has the option to prepay the December 2021 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. | |||||||||||
Debt instrument outstanding face amount | $ 2,448,000 | |||||||||||
Amended and Restated Secured Promissory Note [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 1,309,000 | $ 1,309,000 | ||||||||||
Description for uplisted term and trigger Events | Additionally, if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the Board of Directors of the Company. Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified from December 15, 2023 to December 4, 2023, 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”). As of December 31, 2022, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 2022 | |||||||||||
Repayments for debt | $ 10,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Nov. 05, 2022 shares | Nov. 04, 2022 USD ($) shares | Oct. 02, 2022 shares | Jun. 22, 2022 USD ($) | Apr. 14, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Aug. 02, 2022 shares | Mar. 31, 2022 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Beneficial conversion feature | $ | $ 99,000 | |||||||||||||
Percentage of series E preferred shares | 10% | 10% | ||||||||||||
Increase series E preferred shares | 130 | |||||||||||||
Increase series E preferred value | $ | $ (156,000) | $ 156,000 | ||||||||||||
Debt instrument, redemption, percentage | 15% | |||||||||||||
Beneficial conversion feature related to the Series E Preferred Shares | $ | $ 169,714 | $ 3,269,505 | ||||||||||||
Warrants outstanding | 18,573,116 | 18,506,429 | 18,573,116 | 18,506,429 | ||||||||||
Debt conversion, description | 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. | |||||||||||||
New Issues value | $ | 26,000 | |||||||||||||
Common stock, shares sold | 17,175,675 | |||||||||||||
Warrant liability | $ | $ 892,000 | $ 892,000 | $ 3,923,000 | |||||||||||
Fair value of warrants | $ | $ 1,155,000 | $ (137,000) | $ 3,031,000 | $ (137,000) | $ 1,987,000 | |||||||||
Measurement Input, Share Price [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | $ / shares | 0.079 | 0.079 | 0.225 | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | 2.42 | |||||||||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | 0 | 0 | ||||||||||||
Consultant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
New issues shares | 500,000 | 250,000 | ||||||||||||
New Issues value | $ | $ 195,000 | |||||||||||||
Share price | $ / shares | $ 0.39 | |||||||||||||
Shares vested value | 62,500 | 24,275 | ||||||||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | 4.11 | 4.11 | ||||||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | 125.3 | 125.3 | 185.9 | |||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | 4.22 | 4.22 | ||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants, measurement input | 145.6 | 145.6 | 205.9 | |||||||||||
GHS Purchase Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Percentage of series E preferred shares | 80% | |||||||||||||
Warrants outstanding | 13,739,000 | |||||||||||||
New issues shares | 64,000,000 | 11,306.351 | ||||||||||||
New Issues 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. | |||||||||||||
Common stock, shares sold | 17,175,675 | |||||||||||||
Common stock, shares sold, value | $ | $ 1,378,000 | |||||||||||||
GHS Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Share price | $ / shares | $ 0.08 | $ 0.08 | ||||||||||||
GHS Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Share price | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||
Business Agreement [Member] | Consultant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
New Issues value | $ | $ 250,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [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] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||
Series D Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||
Series E Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Temporary equity, sharesauthorized | 10,000 | 10,000 | 10,000 | |||||||||||
Temporary equity, shares outstanding | 1,670 | 1,670 | 2,840 | |||||||||||
Conversion of stock, shares converted | 1,300 | |||||||||||||
Conversion of stock, shares issued | 14,458,127 | |||||||||||||
Beneficial conversion feature related to the Series E Preferred Shares | $ | $ 28,000 | $ 113,000 | ||||||||||||
Stock redemption value | $ | $ 198,000 | 755,000 | ||||||||||||
Preferred stock redemption discount | $ | $ 1,114,000 | |||||||||||||
Series F Redeemable Convertible Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Temporary equity, sharesauthorized | 750,000 | 750,000 | 750,000 | |||||||||||
Temporary equity, shares outstanding | 750,000 | 750,000 | 0 | |||||||||||
Series F Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Temporary equity, shares outstanding | 750,000 | 750,000 | 750,000 | |||||||||||
Warrants outstanding | 18,573,116 | 18,573,116 | ||||||||||||
Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Beneficial conversion feature related to the Series E Preferred Shares | $ | ||||||||||||||
New Issues value | $ | ||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Beneficial conversion feature related to the Series E Preferred Shares | $ | ||||||||||||||
New Issues value | $ | ||||||||||||||
Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants outstanding | 18,573,116 | 18,573,116 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Aug. 10, 2022 | May 11, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Aug. 10, 2021 | Jan. 01, 2016 | |
Accrued payroll | $ 119,000 | $ 119,000 | ||||
Interest rate | 2% | |||||
Face amount | 35,000 | |||||
Notes payable related party | $ 290,000 | |||||
Interest rate | 8% | |||||
Notes payable, related parties, current | $ 745,412 | 495,412 | ||||
Accrued interest payable | 161,000 | 146,000 | ||||
Current liability | 54,647 | 54,647 | ||||
Loan Agreement [Member] | ||||||
Proceeds from related party debt | $ 300,000 | |||||
Notes Payable [Member] | ||||||
Payment of debt | 655,750 | |||||
Outstanding balance | 77,000 | 77,000 | ||||
Accrued interest payable | 74,000 | 74,000 | ||||
Promissory Notes [Member] | Loan Agreement [Member] | ||||||
Interest rate | 10% | |||||
Proceeds from related party debt | $ 250,000 | |||||
Face amount | $ 50,000 | |||||
Chief Financial Officer [Member] | ||||||
Salary and wage, officer, excluding cost of good and service sold | $ 300,000 | |||||
President and Chief Technical Officer [Member] | ||||||
Salary and wage, officer, excluding cost of good and service sold | 200,000 | |||||
Accounts payable, other, current | 200,000 | $ 300,000 | ||||
President [Member] | ||||||
Notes payable related party | $ 486,500 | |||||
Interest rate | 8% | |||||
Notes payable, related parties, current | $ 356,404 | 356,404 | ||||
Consulting Services [Member] | ||||||
Professional fees | $ 50,000 | $ 50,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 08, 2021 | Aug. 01, 2021 | Dec. 31, 2022 | Jun. 02, 2021 | |
Leases | ||||
Monthly lease payment | $ 300 | $ 7,000 | $ 1,727 | |
Lease termination date | Oct. 31, 2025 | Oct. 31, 2025 | ||
Deposit | $ 52,362 | |||
Security deposit | $ 17,454 | |||
Lease liability values | $ 17,000 | $ 316,000 | ||
Borrowing rate | 5.75% | 5.75% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 24, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series F 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] | |||||
Shares new issue | 250,000 | 250,000 | |||
Common Stock [Member] | Merger Agreement [Member] | |||||
Shares new issue | 17,500,000 | ||||
Common stock, par value | $ 0.0001 | ||||
April 1, 2015 [Member] | |||||
Salary and wage, excluding cost of good and service sold | $ 96,000 | ||||
Employment agreement description | The Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary | ||||
April 1, 2015 [Member] | Mr Easterling [Member] | |||||
Salary and wage, excluding cost of good and service sold | $ 180,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jan. 20, 2023 | Aug. 17, 2022 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 01, 2016 | |
Subsequent Event [Line Items] | |||||||
Sale of stock consideration | 17,175,675 | ||||||
Sale of stock consideration received on transaction | $ 1,380,000 | ||||||
Debt instrument, principal amount | 35,000 | $ 35,000 | |||||
Debt instrument, interest rate | 2% | ||||||
Debt discount | $ 9,680,000 | $ 9,680,000 | $ 9,680,000 | ||||
Debt instrument, redemption, percentage | 15% | ||||||
GHS Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock consideration | 17,175,675 | ||||||
GHS Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock consideration | 14,880,460 | ||||||
Sale of stock consideration received on transaction | $ 878,365 | ||||||
GHS Purchase Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share price | $ 0.060 | ||||||
GHS Purchase Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share price | $ 0.065 | ||||||
Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, principal amount | $ 5,433,333 | ||||||
Debt instrument, interest rate | 12% | ||||||
Debt discount | $ 433,333 | ||||||
Debt instrument, redemption, percentage | 15% | ||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, principal amount | $ 631,968 | ||||||
Debt instrument, interest rate | 10% | ||||||
Debt discount | $ 56,868 | ||||||
Cash received from debt instrument | $ 575,100 | ||||||
Debt instrument, redemption, percentage | 15% |