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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NaturalShrimp Incorporated (QB) | USOTC:SHMP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00044 | 4.36% | 0.01054 | 0.0105 | 0.0106 | 0.0109 | 0.01 | 0.01 | 550,809 | 15:47:54 |
Nevada
|
74-3262176
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
Title
of Each Class
|
Name of
each exchange on which registered
|
None
|
N/A
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated
filer
|
☐
(Do not check if a smaller reporting
company)
|
Smaller reporting company
|
☒
|
|
|
Emerging
growth company
|
☐
|
|
Page
|
PART I
|
3
|
ITEM
1. BUSINESS
|
3
|
|
|
ITEM
1A. RISK FACTORS
|
13
|
|
|
ITEM
1B. UNRESOLVED STAFF COMMENTS
|
23
|
|
|
ITEM
2. PROPERTIES
|
23
|
|
|
ITEM
3. LEGAL PROCEEDINGS
|
23
|
|
|
ITEM
4. MINE SAFETY DISCLOSURES
|
23
|
|
|
PART II
|
24
|
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
24
|
|
|
ITEM
6. SELECTED FINANCIAL DATA
|
29
|
|
|
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
29
|
|
|
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
42
|
|
|
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
42
|
|
|
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
42
|
|
|
ITEM
9A. CONTROLS AND PROCEDURES
|
42
|
|
|
ITEM
9B. OTHER INFORMATION
|
43
|
|
|
PART III
|
44
|
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
44
|
|
|
ITEM
11. EXECUTIVE COMPENSATION
|
47
|
|
|
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
50
|
|
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
51
|
|
|
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
53
|
|
|
PART IV
|
54
|
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
54
|
|
|
SIGNATURES
|
57
|
Quarter
Ended
|
Bid
High
|
Bid
Low
|
March 31,
2018
|
$
0.21
|
$
0.05
|
December 31,
2017
|
$
1.00
|
$
0.07
|
September 30,
2017
|
$
0.44
|
$
0.13
|
June 30,
2017
|
$
0.45
|
$
0.32
|
March 31,
2017
|
$
0.60
|
$
0.31
|
December 31,
2016
|
$
0.62
|
$
0.22
|
September 30,
2016
|
$
0.83
|
$
0.28
|
June 30,
2016
|
$
0.52
|
$
0.05
|
|
Years Ended
March 31,
|
|
|
2018
|
2017
|
Salaries and
related expenses
|
$
352,757
|
$
348,655
|
Rent
|
11,197
|
12,997
|
Professional
fees
|
278,037
|
139,284
|
Other general and
administrative expenses
|
443,508
|
408,246
|
Facility
operations
|
27,789
|
70,930
|
Depreciation
|
70,894
|
60,459
|
Total
|
$
1,184,182
|
$
1,040,571
|
|
March
31,
|
March
31,
|
|
2018
|
2017
|
Current
assets
|
$
260,179
|
$
312,195
|
Current
liabilities
|
7,024,615
|
2,696,890
|
Working capital
deficiency
|
$
6,764,435
|
$
2,384,695
|
|
Year Ended
March 31,
|
|
|
2018
|
2017
|
Net cash used in
operating activities
|
$
(765,793
)
|
$
(722,215
)
|
Net cash used in
investing activities
|
(171,050
)
|
-
|
Net cash provided
by financing activities
|
872,928
|
804,252
|
Increase (decrease)
in cash and cash equivalents
|
$
(63,915
)
|
$
82,037
|
Name
|
|
Age
|
|
Position
|
|
Since
|
||
|
|
|
|
|
|
|
||
Bill G.
Williams
|
|
|
83
|
|
Chairman
of the Board, Chief Executive Officer
|
|
|
2015
|
Gerald
Easterling
|
|
|
70
|
|
President,
Secretary, Director
|
|
|
2015
|
William
Delgado
|
|
|
59
|
|
Treasurer,
Chief Financial Officer, Director
|
|
|
2014
|
Name and
Principal
|
|
|
|
|
Stock
|
Option
|
Non-Equity
Incentive
Plan
|
All
Other
|
|
Position
|
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Compensation
|
Total
|
Bill G.
Williams,
|
|
2018
|
$
36,000
|
-
|
-
|
-
|
-
|
3,880
|
$
39,880
|
Chairman of the Board,
CEO
|
|
2017
|
$
96,000
|
-
|
-
|
-
|
-
|
-
|
$
96,000
|
|
|
|
|
|
|
|
|
|
|
Gerald
Easterling,
|
|
2018
|
$
76,000
|
-
|
-
|
-
|
-
|
6,120
|
$
82,120
|
President
|
|
2017
|
$
96,000
|
-
|
-
|
-
|
-
|
-
|
$
96,000
|
(1)
|
As of
March 31, 2018, Mr. Williams is owed accrued salary of $60,612. In
addition, Mr. Williams is entitled ot receive medical insurance
reimbursement, of which $3,880 was paid during the fiscal year
ending March 31, 2018, and for which $776 is accrued as of March
31, 2018. Mr. Williams is also entitled to an automobile allowance
of $500 per month, of which none was paid, and for which is $10,500
is accrued at March 31, 2018.
|
(2)
|
As of
March 31, 2018, Mr. Easterling is owed accrued salary of $86,754.
In addition, Mr. Easterling is entitled to receive medical
insurance reimbursement, of which $6,120 was paid during the fiscal
year ending March 31,2018 and for which $0 is accrued as of March
31, 2018. Mr. Easterling is also entitled to an automobile
allowance of $500 per month, of which none was paid, and for which
$12,000 is accrued at March 31, 2018.
|
(1)
|
Beneficial
ownership has been determined in accordance with Rule 13d-3 under
the Exchange Act. Pursuant to the rules of the SEC, shares of
common stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise of any option, warrant or
right, or through the conversion of a security, are deemed to be
outstanding for the purpose of computing the percentage ownership
of such individual or group, but are not deemed to be beneficially
owned and outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
|
(2)
|
Based
on 135,776,879 shares of our common stock issued and outstanding as
of July 11, 2018.
|
(3)
|
Bill G.
Williams is the indirect owner, together with Gerald Easterling, of
75,520,240 shares of common stock, which are directly held by
NaturalShrimp Holdings, Inc. Mr. Williams is the Chairman of the
Board and the Chief Executive Office of NaturalShrimp Holdings,
Inc. and has shared voting and dispositive power over the shares
held by NaturalShrimp Holdings, Inc.
|
(4)
|
Gerald
Easterling is the indirect owner, together with Bill G. Williams,
of 75,520,240 shares of common stock, which are directly held by
NaturalShrimp Holdings, Inc. Mr. Easterling is the President of
NaturalShrimp Holdings, Inc. and has shared voting and dispositive
power over the shares held by NaturalShrimp Holdings,
Inc.
|
(5)
|
William
Delgado is the indirect owner of 6,270,719 shares of common stock,
which are directly held by Dragon Acquisitions LLC. The shares of
common stock beneficially owned by Dragon Acquisitions LLC, and
indirectly owned by William Delgado, include 600,000 shares of
common stock issuable upon conversion of outstanding convertible
notes held by Dragon Acquisitions LLC. Mr. Delgado is the managing
member of Dragon Acquisitions LLC and has shared voting and
dispositive power over the shares held by Dragon Acquisitions
LLC.
|
Services
|
2018
|
2017
|
Audit
fees
|
$
26,250
|
$
29,300
|
Audit related
fees
|
-
|
-
|
Tax
fees
|
-
|
-
|
All other
fees
|
-
|
-
|
Total
fees
|
$
26,250
|
$
29,300
|
Form
of Loan Agreement with Bill G. Williams (incorporated by reference
to our Annual Report on Form 10-K filed on July 28,
2015).
|
|
Form
of Security Agreement with Kay Chafin and Jack Heald (incorporated
by reference to our Annual Report on Form 10-K filed on July 28,
2015).
|
|
Form
of Line of Credit Agreement with Extraco Bank (incorporated by
reference to our Annual Report on Form 10-K filed on July 28,
2015).
|
|
Employment
Agreement dated April 1, 2015 with Bill G. Williams (incorporated
by reference to our Current Report on Form 8-K filed on May 7,
2015).
|
|
Employment
Agreement dated April 1, 2015 with Gerald Easterling (incorporated
by reference to our Current Report on Form 8-K filed on May 7,
2015).
|
|
Form
of Private Placement Subscription Agreement and 6% Unsecured
Convertible Note with Dragon Acquisitions LLC. (incorporated by
reference to our Annual Report on Form 10-K filed on June 29,
2017)
|
|
Form
of Promissory Note dated January 10, 2017 with Community National
Bank (incorporated by reference to our Quarterly Report on Form
10-Q filed on February 14, 2017).
|
|
Form
of Guaranty made by Gerald Easterling to Community National Bank
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on February 14, 2017).
|
|
Payoff Letter,
Termination and Release dated January 13, 2017 from Baptist
Community Services (incorporated by reference to our Quarterly
Report on Form 10-Q filed on February 14, 2017).
|
|
Securities
Purchase Agreement dated January 23, 2017 with Vista Capital
Investments, LLC. (incorporated by reference to our Annual Report
on Form 10-K filed on June 29, 2017)
|
|
Warrant to
Purchase Shares of Common Stock issued January 23, 2017 to Vista
Capital Investments, LLC. (incorporated by reference to our Annual
Report on Form 10-K filed on June 29, 2017)
|
|
Convertible Note
dated January 23, 2017 issued to Vista Capital Investments, LLC.
(incorporated by reference to our Annual Report on Form 10-K filed
on June 29, 2017)
|
|
Securities
Purchase Agreement dated March 16, 2017 with Peak One Opportunity
Fund, L.P. (incorporated by reference to our Annual Report on Form
10-K filed on June 29, 2017)
|
|
Convertible
Debenture dated March 28, 2017 issued to Peak One Opportunity Fund,
L.P.
|
|
6%
Convertible Note dated January 20, 2017 issued Dragon Acquisitions
LLC (incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.1 on February 14, 2018)
|
|
Securities
Purchase Agreement dated March 16, 2017 with Peak One Opportunity
Fund, L.P. (incorporated by reference to our Quarterly Report on
Form 10-Q filed as Exhibit 10.2 on February 14, 2018)
|
|
Amendment #1 to
the Securities Purchase Agreement Entered into on March 16, 2017,
dated July 5, 2017, with Peak One Opportunity Fund, L.P.
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.3 on February 14, 2018)
|
|
6%
Convertible Note dated March 11, 2017 issued to Dragon Acquisitions
LLC (incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.4 on February 14, 2018)
|
|
6%
Convertible Note dated April 20, 2017 issued to Dragon Acquisitions
LLC (incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.5 on February 14, 2018)
|
|
Securities
Purchase Agreement dated July 31, 2017, with Crown Bridge Partners
LLC (incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.6 on February 14, 2018)
|
|
5%
Convertible Note dated July 31, 2017, issued to Crown Bridge
Partners LLC (incorporated by reference to our Quarterly Report on
Form 10-Q filed as Exhibit 10.7 on February 14, 2018)
|
|
Common Stock
Purchase Warrant dated July 31, 2017, issued to Crown Bridge
Partners LLC (incorporated by reference to our Quarterly Report on
Form 10-Q filed as Exhibit 10.8 on February 14, 2018)
|
|
Securities
Purchase Agreement dated August 28, 2017 with Labrys Fund, LP
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.9 on February 14, 2018)
|
|
12%
Convertible Note dated August 28, 2017, with Labrys Fund, LP
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.10 on February 14, 2018)
|
|
Common Stock
Purchase Warrant dated August 28, 2017, issued to Labrys Fund, LP
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.11 on February 14, 2018)
|
12%
Convertible Note dated September 11, 2017 issued to Auctus Funds,
LLC (incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.12 on February 14, 2018)
|
|
Common Stock
Purchase Warrant dated September 11, 2017 issued to Auctus Funds,
LLC (incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.13 on February 14, 2018)
|
|
12%
Convertible Note dated September 12, 2017 issued to JSJ
Investments, Inc. (incorporated by reference to our Quarterly
Report on Form 10-Q filed as Exhibit 10.14 on February 14,
2018)
|
|
Securities
Purchase Agreement dated September 28, 2017 with EMA Financial, LLC
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.15 on February 14, 2018)
|
|
12%
Convertible Note issued to EMA Financial, LLC dated September 28,
2017 (incorporated by reference to our Quarterly Report on Form
10-Q filed as Exhibit 10.16 on February 14, 2018)
|
|
Common Stock
Purchase Warrant dated October 2, 2017, issued to Crown Bridge
Partners LLC (incorporated by reference to our Quarterly Report on
Form 10-Q filed as Exhibit 10.17 on February 14, 2018)
|
|
Securities
Purchase Agreement dated October 31, 2017 with Labrys Fund, LP
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.18 on February 14, 2018)
|
|
12%
Convertible Note dated October 31, 2017, issued to Labrys Fund, LP
(incorporated by reference to our Quarterly Report on Form 10-Q
filed as Exhibit 10.19 on February 14, 2018)
|
|
Securities
Purchase Agreement dated November 9, 2017 with GS Capital Partners,
LLC. (incorporated by reference to our Quarterly Report on Form
10-Q filed as Exhibit 10.20 on February 14, 2018)
|
|
8%
Convertible Secured Redeemable Note issued to GS Capital Partners,
LLC dated November 14, 2017 (incorporated by reference to our
Quarterly Report on Form 10-Q filed as Exhibit 10.21 on February
14, 2018)
|
|
8%
Convertible Secured Redeemable Note issued to GS Capital Partners,
LLC dated November 14, 2017 (incorporated by reference to our
Quarterly Report on Form 10-Q filed as Exhibit 10.22 on February
14, 2018)
|
|
8%
Collateralized Secured Promissory Note dated November 14, 2017,
from GS Capital Partners, LLC (incorporated by reference to our
Quarterly Report on Form 10-Q filed as Exhibit 10.23 on February
14, 2018)
|
|
Securities
Purchase Agreement dated December 20, 2017 with GS Capital
Partners, LLC. (incorporated by reference to our Quarterly Report
on Form 10-Q filed as Exhibit 10.24 on February 14,
2018)
|
|
8%
Convertible Secured Redeemable Note issued to GS Capital Partners,
LLC dated December 20, 2017 (incorporated by reference to our
Quarterly Report on Form 10-Q filed as Exhibit 10.25 on February
14, 2018)
|
|
8%
Convertible Secured Redeemable Note issued to GS Capital Partners,
LLC dated December 20, 2017 (incorporated by reference to our
Quarterly Report on Form 10-Q filed as Exhibit 10.26 on February
14, 2018)
|
|
8%
Collateralized Secured Promissory Note dated November 14, 2017,
from GS Capital Partners, LLC (incorporated by reference to our
Quarterly Report on Form 10-Q filed as Exhibit 10.27 on February
14, 2018)
|
|
10.52*
|
12%
Convertible Note dated April 27, 2018 from BlueHawk Capital,
LLC
|
10.53*
|
Securities
Purchase Agreement dated March 20, 2018 with BlueHawk Capital,
LLC
|
10.54*
|
12%
Collateralized Secured Promissory Note dated January 29, 2018 from
Adar Bays, LLC
|
10.55*
|
12%
Collateralized Secured Promissory Note dated January 29, 2018 from
Adar Bays, LLC
|
10.56*
|
Debt
Purchase Agreement dated February 8, 2018 between Labrys Fund LP
and Adar Bays, LLC
|
10.57*
|
12%
Convertible Redeemable Note dated January 29, 2018 from Adar Bays,
LLC
|
10.58*
|
12%
Convertible Redeemable Note dated January 29, 2018 from Adar Bays,
LLC
|
10.59*
|
Securities
Purchase Agreement dated January 29, 2018 with Adar Bays,
LLC
|
10.60*
|
Securities
Purchase Agreement dated April 12, 2018 with One44 Capital,
LLC
|
10.61*
|
10%
Collateralized Secured Promissory Note dated April 12, 2018 with
One44 Capital, LLC
|
10.62*
|
First Amendment
to the Convertible Promissory Note dated July 31, 2017 with Crown
Bridge Partners, LLC
|
10.63*
|
Securities
Purchase Agreement dated March 20, 2018 with Jefferson Street
Capital, LLC
|
10.64*
|
12%
Secured Convertible Promissory Note dated March 20, 2018 with
Jefferson Street Capital, LLC
|
10.65*
|
12%
Convertible Promissory Note dated March 9, 2018 with Power Up
Lending Group Ltd.
|
10.66*
|
12%
Convertible Promissory Note dated January 30, 2018 with Power Up
Lending Group Ltd.
|
10.67*
|
Securities
Purchase Agreement dated January 30, 2018 with Power Up Lending
Group Ltd.
|
10.68*
|
Securities
Purchase Agreement dated March 9, 2018 with Power Up Lending Group
Ltd.
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
31.1
*
|
Section 302
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Executive Officer
|
31.2
*
|
Section 302 Certification under the
Sarbanes-Oxley Act of 2002 of the Principal
Financial Officer and Principal Accounting
Officer
|
(32)
|
Section 1350 Certifications
|
32.1
*
|
Section 906
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Executive Officer
|
32.2
*
|
Section 906 Certification under the
Sarbanes-Oxley Act of 2002 of the Principal
Financial Officer and Principal Accounting
Officer
|
(101)*
|
Interactive Data Files
|
By:
/s/ Bill G.
Williams
|
|
Bill G.
Williams
|
|
Chief
Executive Officer and Chairperson of the Board (Principal Executive
Officer)
|
|
Date:
July 13, 2018
|
|
By:
/s/ William
Delgado
|
|
William
Delgado
|
|
Chief
Financial Officer and Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
|
Date:
July 13, 2018
|
|
Signatures
|
|
Title(s)
|
|
Date
|
/s/ Bill G. Williams
|
|
Chief
Executive Officer, Chairman of
the
Board (Principal Executive Officer)
|
|
Date:
July 13, 2018
|
Bill G.
Williams
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gerald Easterling
|
|
President
and Director
|
|
Date:
July 13, 2018
|
Gerald
Easterling
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William Delgado
|
|
Chief
Financial Officer, Treasurer
and
Director
|
|
Date:
July 13, 2018
|
William
Delgado
|
|
|
|
|
|
Page
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
|
CONSOLIDATED
FINANCIAL STATEMENTS:
|
|
|
|
Consolidated
Balance Sheets
|
F-2
|
|
|
Consolidated
Statements of Operations
|
F-3
|
|
|
Consolidated
Statements of Shareholders’ Deficit
|
F-4
|
|
|
Consolidated
Statements of Cash Flows
|
F-5
|
|
|
Notes
to Consolidated Financial Statements
|
F-6
|
|
March 31, 2018
|
March 31, 2017
|
ASSETS
|
|
|
Current
assets
|
|
|
Cash
|
$
24,280
|
$
88,195
|
Accounts
receivable
|
-
|
-
|
Notes
receivable
|
207,200
|
-
|
Inventory
|
-
|
-
|
Prepaid
expenses
|
28,699
|
224,000
|
|
|
|
Total
current assets
|
260,179
|
312,195
|
|
|
|
Fixed
assets
|
|
|
Land
|
202,293
|
202,293
|
Buildings
|
1,328,161
|
1,328,161
|
Machinery
and equipment
|
929,245
|
929,214
|
Autos
and trucks
|
14,063
|
14,063
|
Furniture
and fixtures
|
22,060
|
22,060
|
Accumulated
depreciation
|
(1,292,313
)
|
(1,221,419
)
|
|
|
|
Fixed
assets, net
|
1,203,509
|
1,274,372
|
|
|
|
Other
assets
|
|
|
Construction-in-process
|
171,050
|
-
|
Deposits
|
10,500
|
10,500
|
|
|
|
Total
other assets
|
181,550
|
10,500
|
|
|
|
Total
assets
|
$
1,645,238
|
$
1,597,067
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$
528,538
|
$
505,033
|
Accrued
interest - related parties
|
240,377
|
178,922
|
Other
accrued expenses
|
497,321
|
317,499
|
Short-term
Promissory Note and Lines of credit
|
143,523
|
145,964
|
Current
maturities of bank loan
|
7,497
|
7,310
|
Current
maturities of convertible debentures, less debt discount of$
691,558
|
516,597
|
-
|
Convertible
debentures, related party
|
87,600
|
-
|
Notes
payable - related parties
|
1,271,162
|
1,296,162
|
Derivative
liability
|
3,455,000
|
218,000
|
Warrant
liability
|
277,000
|
28,000
|
|
|
|
Total
current liabilities
|
7,024,615
|
2,696,890
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
loan, less current maturities
|
228,916
|
235,690
|
Lines
of credit
|
651,453
|
651,498
|
Convertible
debentures, less current maturities
|
-
|
50,000
|
|
|
|
Total
liabilities
|
7,904,984
|
3,634,078
|
|
|
|
Commitments
and contingencies (Note 10)
|
|
|
|
|
|
Stockholders'
deficit
|
|
|
Common
stock, $0.0001 par value, 300,000,000 shares authorized 97,656,095
and 92,408,298 shares issued and outstanding at March 31, 2018 and
March 31, 2017, respectively
|
9,766
|
9,242
|
Additional
paid in capital
|
27,743,352
|
26,681,521
|
Accumulated
deficit
|
(34,012,864
)
|
(28,727,774
)
|
|
|
|
Total
stockholders' deficit
|
(6,259,746
)
|
(2,037,011
)
|
|
|
|
Total
liabilities and stockholders' deficit
|
$
1,645,238
|
$
1,597,067
|
|
For the Years ended
|
|
|
March 31, 2018
|
March 31, 2017
|
|
|
|
Sales
|
$
-
|
$
-
|
|
|
|
Operating
expenses:
|
|
|
Facility
operations
|
27,789
|
70,930
|
|
|
|
General
and administrative
|
1,085,499
|
909,182
|
Depreciation
and amortization
|
70,894
|
60,459
|
|
|
|
Total
operating expenses
|
1,184,182
|
1,040,571
|
|
|
|
Net
Operating (loss) before other income (expense)
|
(1,184,182
)
|
(1,040,571
)
|
|
|
|
Other
income (expense):
|
|
|
Interest
expense
|
(171,065
)
|
(174,335
)
|
Amortization
of debt discount
|
(775,091
)
|
(295,000
)
|
Financing
costs
|
(1,310,751
)
|
(164,000
)
|
Change
in fair value of derivative liability
|
(1,600,000
)
|
11,000
|
Change
in fair value of warrant liability
|
(244,000
)
|
4,000
|
Gain
on extinguishment of debt, related party
|
-
|
2,339,353
|
Debt
settlement expense
|
-
|
(566,129
)
|
|
|
|
Total
other income (expense)
|
(4,100,907
)
|
1,154,889
|
|
|
|
Loss
before income taxes
|
(5,285,089
)
|
114,318
|
|
|
|
Provision
for income taxes
|
-
|
38,868
|
|
|
|
Benefit
of Net operating loss
|
|
(38,868
)
|
|
|
|
Net
income/(loss)
|
$
(5,285,089
)
|
$
114,318
|
|
|
|
|
|
|
EARNINGS
PER SHARE (Basic)
|
$
(0.05
)
|
$
0.00
|
|
|
|
EARNINGS
PER SHARE (Diluted)
|
$
(0.00
)
|
$
0.00
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING (Basic)
|
97,656,095
|
90,025,445
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING (Diluted)
|
-
|
90,070,074
|
|
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
|
Common Stock
|
Additional
paid-in
|
Stock
|
Accumulated
|
Total Stockholders'
|
|
|
Shares
|
Amount
|
Capital
|
Receivable
|
Deficit
|
Deficit
|
Balance
April 1, 2016
|
89,399,012
|
8,940
|
25,342,943
|
-
|
(28,842,092
)
|
(3,490,209
)
|
|
|
|
|
|
|
|
Issuance of
shares for cash
|
28,571
|
3
|
9,997
|
|
|
10,000
|
Issuance of
shares for Acquisition settlement expense
|
1,225,715
|
123
|
566,006
|
|
|
566,129
|
Issuance of
shares for compensation
|
1,055,000
|
106
|
464,645
|
|
|
464,751
|
Issuance of
shares in connection with debt
|
700,000
|
70
|
297,930
|
|
|
298,000
|
|
|
|
|
|
|
-
|
Net
income
|
|
|
|
|
114,317
|
114,317
|
|
|
|
|
|
|
|
Balance
March 31, 2017
|
92,408,298
|
9,242
|
26,681,521
|
-
|
(28,727,775
)
|
(2,037,012
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
shares in connection with debt
|
1,004,260
|
100
|
146,951
|
|
|
147,051
|
Issuance of
shares for services
|
1,000,000
|
100
|
99,900
|
|
|
100,000
|
Issuance of
shares for cash
|
100,000
|
10
|
24,990
|
|
|
25,000
|
Issuance of
shares upon conversion
|
2,820,204
|
282
|
119,022
|
|
|
119,304
|
Beneficial
conversion feature
|
|
|
28,000
|
|
|
28,000
|
Reclass of
derivative liability upon conversion or redemption of related
convertible debentures
|
|
|
576,000
|
|
|
576,000
|
Issuance of
shares upon exercise of warrants
|
323,333
|
32
|
66,968
|
|
|
67,000
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
(5,285,089
)
|
(5,285,089
)
|
|
|
|
|
|
|
|
Balance
March 31, 2018
|
97,656,095
|
9,766
|
27,743,352
|
-
|
(34,012,864
)
|
(6,259,746
)
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
|
|
|
Derivative
liability balance at March 31, 2017
|
$
218,000
|
Additions to
derivative liability for new debt
|
2,213,000
|
Reclass to equity
upon conversion
|
(236,000
)
|
Derecognition of
notes redeemed for cash
|
(340,000
)
|
Change in fair
value
|
1,600,000
|
Balance at March
31, 2018
|
$
3,455,000
|
Buildings
|
27.5
– 39 years
|
Other
Depreciable Property
|
5
– 10 years
|
Furniture
and Fixtures
|
3
– 10 years
|
Years
ending:
|
|
March 31,
2019
|
$
7,497
|
March 31,
2020
|
228,916
|
|
$
236,413
|
|
2018
|
2017
|
Federal Tax
statutory rate
|
34.00
%
|
34.00
%
|
Permanent
differences
|
7.86
%
|
559.25
%
|
Valuation
allowance
|
(41.86
)%
|
(525.25
)%
|
Effective
rate
|
0.00
%
|
0.00
%
|
|
2018
|
2017
|
Deferred tax
assets:
|
|
|
Net operating loss
carryforwards
|
$
637,000
|
$
570,000
|
Deferred tax
benefit
|
408,000
|
350,000
|
Total deferred tax
asset
|
1,045,000
|
920,000
|
Valuation
allowance
|
(1,045,000
)
|
(920,000
)
|
|
$
-
|
$
-
|
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