false --12-31 2025 Q1 0001990446 0001990446 2025-01-01 2025-03-31 0001990446 2025-07-15 0001990446 2025-03-31 0001990446 2024-12-31 0001990446 us-gaap:SeriesAPreferredStockMember 2025-03-31 0001990446 us-gaap:SeriesAPreferredStockMember 2024-03-31 0001990446 us-gaap:SeriesBPreferredStockMember 2025-03-31 0001990446 us-gaap:SeriesBPreferredStockMember 2024-03-31 0001990446 us-gaap:SeriesCPreferredStockMember 2025-03-31 0001990446 us-gaap:SeriesCPreferredStockMember 2024-03-31 0001990446 us-gaap:SeriesDPreferredStockMember 2025-03-31 0001990446 us-gaap:SeriesDPreferredStockMember 2024-03-31 0001990446 2024-03-31 0001990446 2024-01-01 2024-03-31 0001990446 us-gaap:CapitalUnitsMember 2023-12-31 0001990446 us-gaap:CommonStockMember 2023-12-31 0001990446 GRPS:PreferredStockSeriesAMember 2023-12-31 0001990446 GRPS:PreferredStockSeriesBMember 2023-12-31 0001990446 GRPS:PreferredStockSeriesCMember 2023-12-31 0001990446 GRPS:PreferredStockSeriesDMember 2023-12-31 0001990446 us-gaap:RetainedEarningsMember 2023-12-31 0001990446 2023-12-31 0001990446 us-gaap:CapitalUnitsMember 2024-12-31 0001990446 us-gaap:CommonStockMember 2024-12-31 0001990446 GRPS:PreferredStockSeriesAMember 2024-12-31 0001990446 GRPS:PreferredStockSeriesBMember 2024-12-31 0001990446 GRPS:PreferredStockSeriesCMember 2024-12-31 0001990446 GRPS:PreferredStockSeriesDMember 2024-12-31 0001990446 us-gaap:RetainedEarningsMember 2024-12-31 0001990446 us-gaap:CapitalUnitsMember 2024-01-01 2024-03-31 0001990446 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001990446 GRPS:PreferredStockSeriesAMember 2024-01-01 2024-03-31 0001990446 GRPS:PreferredStockSeriesBMember 2024-01-01 2024-03-31 0001990446 GRPS:PreferredStockSeriesCMember 2024-01-01 2024-03-31 0001990446 GRPS:PreferredStockSeriesDMember 2024-01-01 2024-03-31 0001990446 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001990446 us-gaap:CapitalUnitsMember 2025-01-01 2025-03-31 0001990446 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001990446 GRPS:PreferredStockSeriesAMember 2025-01-01 2025-03-31 0001990446 GRPS:PreferredStockSeriesBMember 2025-01-01 2025-03-31 0001990446 GRPS:PreferredStockSeriesCMember 2025-01-01 2025-03-31 0001990446 GRPS:PreferredStockSeriesDMember 2025-01-01 2025-03-31 0001990446 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001990446 us-gaap:CapitalUnitsMember 2024-03-31 0001990446 us-gaap:CommonStockMember 2024-03-31 0001990446 GRPS:PreferredStockSeriesAMember 2024-03-31 0001990446 GRPS:PreferredStockSeriesBMember 2024-03-31 0001990446 GRPS:PreferredStockSeriesCMember 2024-03-31 0001990446 GRPS:PreferredStockSeriesDMember 2024-03-31 0001990446 us-gaap:RetainedEarningsMember 2024-03-31 0001990446 us-gaap:CapitalUnitsMember 2025-03-31 0001990446 us-gaap:CommonStockMember 2025-03-31 0001990446 GRPS:PreferredStockSeriesAMember 2025-03-31 0001990446 GRPS:PreferredStockSeriesBMember 2025-03-31 0001990446 GRPS:PreferredStockSeriesCMember 2025-03-31 0001990446 GRPS:PreferredStockSeriesDMember 2025-03-31 0001990446 us-gaap:RetainedEarningsMember 2025-03-31 0001990446 2022-08-28 0001990446 us-gaap:SeriesAPreferredStockMember GRPS:MrGouldingMember 2022-08-27 2022-08-28 0001990446 us-gaap:CommonStockMember GRPS:MrGouldingMember 2022-08-27 2022-08-28 0001990446 us-gaap:LandImprovementsMember 2025-03-31 0001990446 us-gaap:BuildingAndBuildingImprovementsMember 2025-03-31 0001990446 GRPS:FarmEquipmentMember srt:MinimumMember 2025-03-31 0001990446 srt:MaximumMember GRPS:FarmEquipmentMember 2025-03-31 0001990446 us-gaap:VehiclesMember 2025-03-31 0001990446 2020-01-01 2020-12-31 0001990446 2020-12-31 0001990446 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember GRPS:TwoCustomerMember 2025-01-01 2025-03-31 0001990446 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember GRPS:OneCustomerMember 2024-01-01 2024-03-31 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember 2025-03-27 2025-03-28 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember 2025-03-28 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember GRPS:Tranche1Member 2025-03-27 2025-03-28 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember GRPS:Tranche1Member 2025-03-28 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember GRPS:PurchaseOfFifteenSharesMember 2025-03-27 2025-03-28 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember GRPS:PurchaseOfFiftyThreeSharesMember 2025-03-27 2025-03-28 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember 2025-03-31 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember us-gaap:SubsequentEventMember 2025-04-01 2025-04-02 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember us-gaap:SubsequentEventMember 2025-06-17 2025-06-18 0001990446 GRPS:SecuritiesPurchaseAgreementsGHSMember us-gaap:SeriesDPreferredStockMember us-gaap:SubsequentEventMember 2025-07-13 2025-07-14 0001990446 GRPS:AccountsReceivableFactoringAgreementMember 2023-12-11 0001990446 GRPS:AccountsReceivableFactoringAgreementMember 2023-12-10 2023-12-11 0001990446 GRPS:AccountsReceivableFactoringAgreementMember 2024-02-07 0001990446 GRPS:AccountsReceivableFactoringAgreementMember 2025-01-01 2025-03-31 0001990446 GRPS:AccountsReceivableFactoringAgreementMember 2024-01-01 2024-03-31 0001990446 GRPS:BroodstockAnimalsMember 2025-03-31 0001990446 GRPS:BroodstockAnimalsMember 2024-03-31 0001990446 GRPS:ShrimpMember 2025-03-31 0001990446 GRPS:ShrimpMember 2024-03-31 0001990446 GRPS:ShrimpMember 2022-12-31 0001990446 GRPS:BroodstockMember 2025-03-31 0001990446 GRPS:BroodstockMember 2024-03-31 0001990446 GRPS:BroodstockMember 2022-12-31 0001990446 2022-12-31 0001990446 GRPS:BroodstockRestockingMember 2025-03-31 0001990446 GRPS:BroodstockRestockingMember 2024-03-31 0001990446 GRPS:BroodstockRestockingMember 2022-12-31 0001990446 us-gaap:VehiclesMember 2024-03-31 0001990446 us-gaap:BuildingImprovementsMember 2025-03-31 0001990446 us-gaap:BuildingImprovementsMember 2024-03-31 0001990446 GRPS:FarmEquipmentMember 2025-03-31 0001990446 GRPS:FarmEquipmentMember 2024-03-31 0001990446 us-gaap:OtherMachineryAndEquipmentMember 2025-03-31 0001990446 us-gaap:OtherMachineryAndEquipmentMember 2024-03-31 0001990446 GRPS:NoteToFormerOwnerOfFarmPropertyMember 2025-03-31 0001990446 GRPS:NoteToFormerOwnerOfFarmPropertyMember 2025-01-01 2025-03-31 0001990446 GRPS:PromissoryNoteMember 2025-03-31 0001990446 GRPS:PromissoryNoteMember 2025-01-01 2025-03-31 0001990446 GRPS:PromissoryNote1Member 2025-03-31 0001990446 GRPS:PromissoryNote1Member 2025-01-01 2025-03-31 0001990446 GRPS:SecuredNoteMember 2025-01-01 2025-03-31 0001990446 GRPS:NoteToBankInterestMember 2025-03-31 0001990446 GRPS:NoteToBankInterestMember 2025-01-01 2025-03-31 0001990446 GRPS:UnsecuredPromissoryNoteMember 2024-02-29 0001990446 GRPS:UnsecuredPromissoryNoteMember 2024-02-01 2024-02-29 0001990446 GRPS:SecuredPromissoryNoteMember 2024-05-31 0001990446 GRPS:SecuredPromissoryNoteMember 2024-05-01 2024-05-31 0001990446 GRPS:UnsecuredPromissoryNoteMember 2024-08-31 0001990446 GRPS:UnsecuredPromissoryNoteMember 2024-08-01 2024-08-31 0001990446 2024-08-31 0001990446 GRPS:NoteToFormerOwnerOfFarmPropertyMember 2024-03-31 0001990446 GRPS:PromissoryNoteMember 2024-03-31 0001990446 GRPS:PromissoryNote1Member 2024-03-31 0001990446 GRPS:SecuredNoteMember 2025-03-31 0001990446 GRPS:SecuredNoteMember 2024-03-31 0001990446 GRPS:NoteToBankInterestMember 2024-03-31 0001990446 GRPS:ShareholdersMember 2025-03-31 0001990446 GRPS:ShareholdersMember srt:MinimumMember 2025-01-01 2025-03-31 0001990446 GRPS:ShareholdersMember srt:MaximumMember 2025-01-01 2025-03-31 0001990446 GRPS:ShareholdersMember 2024-03-31 0001990446 2024-02-27 0001990446 2024-02-26 2024-02-27 0001990446 2024-05-29 0001990446 2024-05-28 2024-05-29 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-01-19 2023-01-20 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-01-20 0001990446 GRPS:SecuritiesPurchaseAgreementsMember 2023-01-20 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-04-17 2023-04-18 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-04-18 0001990446 GRPS:SecuritiesPurchaseAgreementsMember 2023-04-18 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-05-21 2023-05-22 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-05-22 0001990446 GRPS:SecuritiesPurchaseAgreementsMember 2023-05-22 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-07-05 2023-07-06 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-07-06 0001990446 GRPS:SecuritiesPurchaseAgreementsMember 2023-07-06 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-09-25 2023-09-26 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember 2023-09-26 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember GRPS:Tranche1Member 2023-09-25 2023-09-26 0001990446 GRPS:SecuritiesPurchaseAgreementsMember 2023-09-26 0001990446 GRPS:SecuritiesPurchaseAgreementsMember us-gaap:SeriesDPreferredStockMember GRPS:Tranche2Member 2023-10-11 2023-10-12 0001990446 GRPS:SecuritiesPurchaseAgreementsMember 2023-10-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure GRPS:Integer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

		For the quarterly period ended March 31, 2025

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

		For the transition period from ________________ to ________________

Commission File Number: 000-56640

TRANS AMERICAN AQUACULTURE, INC.

(Exact name of registrant as specified in its charter)

Colorado		02-0685828
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1022 Shadyside Lane, Dallas, TX		75223
(Address of Principal Executive Offices)		(Zip Code)

(972) 358-6037

(Registrant’s telephone number, including area code)

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

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

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

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

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

The number of shares of the registrant’s common stock, $0.000001 par value per share, outstanding as of July 15, 2025, was 1,805,926,955.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION	2

ITEM 1. FINANCIAL STATEMENTS	2

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20

ITEM 4. CONTROLS AND PROCEDURES	20

PART II—OTHER INFORMATION	21

ITEM 5. OTHER INFORMATION.	21

ITEM 6. EXHIBITS	21

SIGNATURES	22

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Trans American Aquaculture, Inc.

(Formerly Gold River Productions, Inc.)

Consolidated Balance Sheets


	Unaudited			Audited
	March 31,			December 31,
	2025			2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,694		$	–
Other receivable		26,480			26,480
Inventory		264,869			230,830
Other Asset		–			–
TOTAL CURRENT ASSETS		298,043			257,310

PROPERTY AND EQUIPMENT		1,237,992			1,237,992
Less accumulated depreciation		(547,287	)		(547,287	)
NET PROPERTY AND EQUIPMENT		690,705			690,705


TOTAL ASSETS	$	988,748		$	948,015

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Bank overdraft	$	–		$	1,000
Accounts payable		530,776			530,776
Accrued interest expense		153,090			114,568
Other accrued expenses		815,847			753,870
Income tax payable		–			–
Related parties notes		1,671,936			1,646,636
Current portion of notes payable		562,063			562,063
TOTAL CURRENT LIABILITIES		3,733,711			3,608,912

LONG-TERM LIABILITIES
Notes payable, net of current portion		560,870			561,087
Deferred tax liability, net		–			-
TOTAL LONG-TERM LIABILITIES		560,870			561,087

STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $.000001 par value, 6,000,000,000 shares authorized, 1,645,238,430 and 1,645,238,430 shares issued and outstanding		–			–
Preferred Stock, Series A, .000001 par value 9,078,000 and 9,078,000 shares authorized, 9,078,000 issued and outstanding		–			–
Preferred Stock, Series B, .000001 par value 5,000 and 5,000 shares authorized, 5,000 issued and outstanding		–			–
Preferred Stock, Series C, $.000001 par value, 100,000 and 100,000 shares authorized, 100,000 issued and outstanding and outstanding		–			–
Preferred Stock, Series D, .000001 par value, 1,295 shares authorized, 0 and 1,076 issued and outstanding		–			–
Additional paid in capital - common stock		99,980			99,980
Additional paid in capital - preferred stock (Series C)		1,317,467			1,317,467
Additional paid in capital - preferred stock (Series D)		1,065,994			1,036,135
Accumulated deficit		(5,789,274	)		(5,675,567	)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(3,305,833	)		(3,221,985	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	988,748		$	948,015

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

Trans American Aquaculture, Inc.

(Formerly Gold River Productions, Inc.)

Consolidated Statements of Operations


	For the Three Months ended
	March 31,
	2025			2024

REVENUES
Sales and service	$	–		$	310,126

COST OF REVENUES
Cost of revenues		–			272,079

GROSS MARGIN		–			38,047

GENERAL AND ADMINISTRATIVE EXPENSES		74,671			172,558

OTHER INCOME (EXPENSE)
Other income		–			700
Other expense		–			(647	)
Interest expense		(39,036	)		(127,416	)

TOTAL OTHER INCOME (EXPENSE)		(39,036	)		(127,363	)

NET INCOME (LOSS) BEFORE TAXES		(113,707	)		(261,873	)

INCOME TAX (EXPENSE) BENEFIT		–			–

NET INCOME (LOSS)	$	(113,707	)	$	(261,873	)

Basic and Diluted Net loss per common share		(0.000063	)		(0.001271	)

Weighted average common shares outstanding - basic		1,805,926,955			1,452,215,968

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

Trans American Aquaculture, Inc.

(Formerly Gold River Productions, Inc.)

Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2024 and 2025


	Members’		Common Stock				Preferred Stock, Series A				Preferred Stock, Series B				Preferred Stock, Series C				Preferred Stock, Series D				Accumulated
	Capital		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Deficit			Total
Balance January 1, 2024	$	–		1,452,655,528	$	100,000		9,078,000	$	–		5,000	$	–		100,000	$	1,287,091		1,076	$	1,076,863	$	(2,943,231	)	$	(479,277	)
Issuance of common shares		–		7,615,277	$	21,118		–		–		–		–		–		–		–		–		–			21,118
Issuance of preferred shares		–		–		–		–		–		–		–		–		–		22		21,780		21,780			–
Stock Dividends		–		–		–		–		–		–		–		–		–		–		–		–			–
Net loss		–		–		–		–		–		–		–		–		–		–		–		(261,873	)		(261,873	)
Balance March 31, 2024	$	–		1,460,270,805	$	121,118		9,078,000	$	–		5,000	$	–		100,000	$	1,287,091		1,098	$	1,098,643	$	(3,226,884	)	$	(720,032	)



Balance January 1, 2025	$	–		1,805,926,955	$	121,118		9,078,000	$	–		5,000	$	–		100,000	$	1,287,091		1,098	$	1,098,643	$	(5,675,567	)	$	(3,221,985	)
Issuance of common shares		–		–		–		–		–		–		–		–		–		30		29,859		–			29,859
Issuance of preferred shares		–		–		–		–		–		–		–		–		–		–		–		–			–
																											–
Stock Dividends		–		–		–		–		–		–		–		–		–		–		–		–			–
Net loss		–		–		–		–		–		–		–		–		–		–		–		(113,707	)		(113,707	)
Balance March 31, 2025	$	–		1,805,926,955	$	121,118		9,078,000	$	–		5,000	$	–		100,000	$	1,287,091		1,128	$	1,128,502	$	(5,789,274	)	$	(3,305,833	)

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

Trans American Aquaculture, Inc.

(Formerly Gold River Productions, Inc.)

Consolidated Statements of Cash Flows


	For the Three Months Ended
	March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(113,707	)	$	(261,873	)
Noncash items included in net loss:
Depreciation expense		4,865			17,695
Common stock issued for professional services		–			21,118
(Increase) decrease in:
Other receivable		–			(55,199	)
Inventory		(38,904	)		39,017
Deferred taxes		–			–
Other assets		–			(293	)
Increase (decrease) in:
Accounts payable and other accrued expenses		84,135			23,950
Income tax payable		–			40,444
Accrued interest expense		38,522			126,138
CASH USED IN OPERATING ACTIVITIES		(25,090	)		(49,003	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for the purchase of fixed assets		–			(12,216	)
CASH USED IN INVESTING ACTIVITIES		–			(12,216	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of bank overdraft		(1,000	)		–
Bank overdraft		–			8,662
Proceeds from shareholder notes payable		–			–
Payments on shareholder notes payable		–			–
Payments on notes payable		(216	)		(1,596	)
Proceeds from on related party notes payable		–			93,000
Payments due to related parties		–			(38,847	)
Contributions		–			–
Stock Dividends		–			–
Issuance of Preferred Shares		33,000			–
CASH PROVIDED BY FINANCING ACTIVITIES		31,784			61,219

NET INCREASE (DECREASE)		6,694			–

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		–			–

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,694		$	–


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	–		$	363,915
Cash paid for income taxes	$	–		$	–

NON-CASH
Preferred series D stock dividends	$	–		$	21,779
Common stock issued for services rendered	$	–		$	21,118
Capitalization of related party member notes to members’ capital	$	–		$	–

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

Trans American Aquaculture, Inc.

(Formerly Gold River Productions, Inc.)

Notes to Consolidated Financial Statements

March 31, 2025 and 2025

NOTE 1 – BUSINESS ORGANIZATION

Business Organization

Trans American Aquaculture, Inc. formerly Gold River Productions, Inc. (GRP), (“the Company”) was incorporated in the State of Delaware on September 18, 2006, as Polythene Metro Corp before being acquired by Gold River Productions, Inc. on January 25, 2007. The Company was re-incorporated in the State of Colorado in July 2018. In February 2023, pursuant to shareholder and Board approval, the Company changed its name to Trans American Aquaculture, Inc., reflective of its new management and operations, and applied to the Financial Industry Regulatory Authority (“FINRA”) to change its ticker symbol from GRPS to TAAQ.

On August 28, 2022, Richard Goulding, executive and selling party of Gold River Productions, Inc. and Adam Thomas, purchaser, executed a Stock Purchase Agreement (“SPA”). Under the terms of the SPA, Mr. Goulding, agreed to sell to Adam Thomas, CEO of TAA, 9,078,000 shares of the Company’s Series A Preferred Stock, and to retain 640,000 shares for later conversion to the Company’s common stock. Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. In addition, Mr. Thomas agreed to purchase all the Company’s outstanding shares of Series B Preferred Stock from Mr. Goulding for a cash payment of $5,000.

In further consideration for the sale of the shares of Series A and Series B Preferred Stock, Mr. Goulding agreed to:

1. Increase the authorized shares of the Company’s common stock to three billion (3,000,000,000) shares;

2. Convert his retained 640,000 shares of Series A Preferred Stock, to 64,000,000 shares of common stock;

3. Issue to various former employees and consultants of the Company an aggregate amount of 15,248,503 shares of the Company’s common stock; and

4. Complete the assignment of assets and assumption of liabilities as they existed immediately prior to the closing of the stock purchase agreement on August 29, 2022.

Following the purchase of the shares of Class A and Class B Preferred Stock, Mr. Thomas and TAA agreed to:

1. To have the Company issue shares of a Class C Preferred Stock to the former members of TAA, such shares to be convertible into 85% of the Company’s common stock, but limited as to this conversion for a minimum of 12 months from the date of issuance; and

2. To cancel and withdraw the shares of Series A Preferred Stock.

On August 29, 2022, Gold River Productions, Inc. and Goulding executed an Assignment of Rights and Assumption of Liabilities Agreement whereby Gold River Productions, Inc. assigned all of its assets and liabilities to Mr. Richard Goulding (Mr. Goulding), Chairman of the Board and CEO of GRP, resulting in GRP becoming a public shell company without any assets or liabilities and became the accounting acquiree.

On September 13, 2022, Gold River Productions, Inc. and Trans American Aquaculture, LLC (“TAA”) executed a Definitive Equity Exchange Agreement in a transaction accounted for as a reverse acquisition, whereby TAA became the accounting acquiror. TAA operates a large land-based shrimp farming and technology company located in South Texas. The Company produces premium quality, farm-raised white shrimp, 100% free of antibiotics and hormones, and cultivated using safe and sustainable practices. Its principal markets consist of seafood distributors, restaurants, and grocery store chains in the United States. Using decades of experience in the shrimp aquaculture industry, products are grown with our superior technology and our proprietary genetics which results in a superior fresh product always grown in the United States.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying consolidated financial statements include the accounts of Trans American Aquaculture, Inc. and its wholly owned subsidiary Trans American Aquaculture, LLC, a Texas Limited Liability Company. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared on the accrual basis of accounting.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.

Inventory

Inventory is valued at lower of cost or the net realizable value on a first-in, first-out basis. Depending on the development and growth stage of shrimp, the Company’s inventory is comprised of 1) broodstock held for restocking the next harvest cycle, 2) broodstock held for sale, and shrimp held for sale. The Company evaluates realization of shrimp based on market prices at the end of each period.

Property and Equipment

Property and equipment are stated at cost. Maintenance and repairs are expensed while expenditures for renewals which prolong the lives of the assets are capitalized. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts and any net gain or loss is included in the consolidated statement of income.

For financial reporting purposes, depreciation of property and equipment is provided for by using the straight-line method based on the estimated service lives of the property as follows:


Land improvements	40 years
Buildings and structures	40 years
Farm equipment	10 – 20 years
Autos and trucks	10 years

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset has been impaired, the amount of the impairment is charged to operations. No impairments were recognized for the periods ended March 31, 2024 and 2023.

Income Taxes

The Company uses an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined annually.

Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax assets and liabilities.

The Company’s income tax returns are subject to examination by the appropriate tax jurisdictions. As of March 31, 2025, the Company needs to file federal and state income tax returns for 2020, 2021, 2022, 2023 and 2024. During 2020, the Company had taxable income primarily as a result of a short-term capital gain of $445,500 on the sale of a joint venture interest. This resulted in taxable income of $155,200 and an unremitted federal income tax liability of $33,180. With accrued penalties and interest, the total due the IRS is approximately $58,300. All liabilities, including federal taxes, were indemnified by Goulding as part of the transaction and accordingly a receivable due from the previous owner of the Company has been recorded and netted against the tax obligation. The Company intends to file its 2020 federal tax return and pay the tax due, plus penalties in interest once it has sufficient cash to do so.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenues according to the Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC 606”) and Accounting Standard Update ASU 2014-09 “Revenues from Contracts with Customers.” Under the ASC 606, revenues is recognized when the customer obtains control of promised goods or services in amounts that reflect the consideration which the entity expected to receive in exchange of goods and service. The Company does not collect sales, value-add and other taxes collected on behalf of third parties. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract with customer; (2) identify the performance obligations in contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenues when (or as) the entity satisfies a performance obligation.

The Company recognizes revenue as a single performance obligation when it transfers its products to customers, being when the goods are shipped and transfers to a buyer and when performance obligation under contracted sales are completed.

Advertising and Promotion

All costs associated with advertising and promoting the Company’s goods and services are expensed in the year incurred.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to credit risk consist primarily of temporary cash investments and accounts receivable.

The Company maintains its cash balances at a large financial institution. At times such balances may exceed federally insured limits. The Company has not experienced any losses in an account. The Company believes it is not exposed to any significant credit risk on cash and had no balances in excess of the $250,000 FDIC limit for the period ended March 31, 2025.

For the quarter ending March 31, 2025 and 2024, two and one customer accounted for 100% of total revenues earned.

The Company’s sole source of expected future revenue consists of the sale of a single live product which requires substantial care. Production risks such as weather, disease and other factors could affect the Company’s ability to realize revenue from its inventory stock.

Subsequent Events

In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through July 15, 2025, the date the consolidated financial statements were issued.

On March 28^th, 2025, the Company entered into a Securities Purchase Agreement with GHS (the “March 2025 SPA”) pursuant to which the Company agreed to sell GHS 114 shares of Series D.

Preferred Stock for $104,000 ($1,000 for each share of Series D Preferred Stock and ten commitment shares). At the initial closing, GHS purchased 36 shares ($1,000 per share of Series D Preferred Stock). Additional Closings will be for the purchase of Preferred Shares as follows: (a) two (2) separate purchases of fifteen (15) and fifty three (53) shares of Preferred Stock for the purchase price of $15,000 and $53,000, respectively.

In addition, pursuant to the March 2025 SPA, the Company issued to GHS warrants to purchase 306,666,667 shares of Common Stock exercisable at $0.000115 per share and terminating on March 28, 2030.

On April 2, 2025, GHS purchased 15 shares of Series D Preferred Stock under the March 2025 SPA.

On June 18, 2025, GHS purchased 25 shares of Series D Preferred Stock under the March 2025 SPA.

On July 14, 2025, GHS purchased the remaining 28 shares of Series D Preferred Stock under the March 2025 SPA.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by using the weighted-average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of the Company is reflected in diluted net loss per share by application of the treasury stock method. The dilutive securities are excluded from the computation of diluted net loss per share when net loss is recorded for the period as their effect would be anti-dilutive.

NOTE 3 – ACCOUNTS RECEIVABLE

On December 11, 2023, the Company entered into an accounts receivable factoring agreement in the amount of $750,000. The agreement calls for 80% with recourse financing on eligible receivables. The amount received for the factored receivables on February 7, 2024, totaled $135,847, of which $25,764 remains outstanding after factoring fees at March 31, 2025 and $0 at March 31, 2024.

NOTE 4 – INVENTORY

The inventory at March 31, 2025, consists of shrimp broodstock held for sale, and broodstock held for restocking. Included in this amount is the broodstock cost basis reclassified to shrimp held for sale as those costs are applicable expenditures and charges directly and indirectly incurred in bringing shrimp inventory to its existing condition and location as noted in FASB ASC 330-10-30. Although, these animals will eventually come to end of life, their costs are considered part of the necessary costs to birthing and raising shrimp held for sale.

Just prior to harvest, the Company segregates and retains selected premium shrimp to become broodstock for the following shrimp harvest cycle. Upon identification and segregation, the selected animals are transferred from outdoor ponds to specialized indoor tanks. These tanks are highly regulated with respect to temperature, lighting and salinity levels. Costs allocated to broodstock animals at March 31, 2025 and March 31, 2024 totaled $20,830 and $60,388, respectively.

The number of broodstock was maintained at 4,415 in the year ended December 31, 2024 to the current reporting period of March 31, 2025. The write-down is included in the cost of revenues in the consolidated statement of operations.

Total inventory is as follows at:

Schedule of inventory
	2025		2024		2022
Held for Sale
Shrimp	$	–	$	118,259	$	–
Broodstock		210,000		–		–
Total Held for Sale		210,000		118,259		–
Broodstock - Restocking		54,869		90,549		161,560

Total inventory	$	264,869	$	208,808	$	161,560

NOTE 5 – PROPERTY AND EQUIPMENT

As of March 31, 2025, and March 31, 2024, the Company had the following property and equipment:

Schedule of property and equipment
	March 31,			March 31,
	2025			2024
Autos and trucks	$	9,179		$	66,845
Building and improvements		668,289			668,289
Farm equipment		348,949			440,598
Other equipment		85,332			646,066
		1,111,750			1,821,798
Less: accumulated depreciation		(547,287	)		(545,522	)
		564,463			1,276,276
Land		126,243			6,126,242

Net property and equipment	$	690,705		$	7,402,519

NOTE 6 –NOTES PAYABLE

Notes payable as of March 31, 2025 and March 31, 2024, consisted of the following:

Schedule of notes payable
	March 31,			March 31,
	2025			2024
Note to an entity by the former owner of farm property, interest at 6.00%, due in monthly installments of $38,687 including interest, secured by real property, due in 2039	$	–		$	4,707,902

Promissory Note to 1800 Diagonal, a commercial lender, with a one-time interest of 13%, due in four installments beginning August 30, 2024, and a due in total by November 30, 2024, Original Discount 18,600	$	52,253		$	93000

Promissory Note to 1800 Diagonal, a commercial lender, with a one-time interest of 13%, due in four installments beginning August 30, 2024, and a due in total by November 30, 2024, Original Discount 18,600	$	67,400		$	–

Secured Note to Arcadia Funding, LLC , a commercial Lender, occurred fixed interest at the rate of $12,500/ month, secured by real property, due December 16, 2024	$	350,000		$	–

Note to a bank, interest at 3.75%, due in monthly installments of $719.02 including interest, secured by real property, due in 2050		146,875			148,404
		616,528			4,949,306
Less Current Portion		(562,063	)		(619,826	)

Net Long-Term Debt	$	54,465		$	4,329,480

The estimated notes payable maturities as of March 31, 2025 are as follows:


31-Dec-24	$	562,063
31-Dec-25		0
31-Dec-26		0
30-Dec-27		0
31-Dec-28		0
Thereafter		0

Total notes payable	$	562,063

In February 2024, the Company signed an unsecured promissory note with a lender for $111,600, bearing one-time interest at the rate of 13%, and maturing on four dates beginning on August 2024 and ending on November 2024. The proceeds of this note were issued with an original issue discount of $18,600, yielding net proceeds of $93,000. Upon full maturity, the Company will have paid a total of $126,108 of principal and interest on this note.

In May 2024, the Company signed a Secured Promissory Note with a lender for $350,000 bearing fixed interest at the rate of $12,500 per month with maturity date December 2024. The Secured Promissory Note requires monthly interest payments only commencing in June 2024. Principal amount along any accrued but unpaid interest should be paid at maturity date. The note is secured by property owned by the Company and trustee by Travis L. Bence or John R. Bailey.

On December 13, 2024, due to a note holder recording a deed in lieu foreclosure, on December 2nd, 2024, TAA filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of Texas (Case # 24-10217). TAA voluntarily filed for Chapter 11 Bankruptcy to protect the assets of the company (shrimp broodstock and key property, plant, and equipment) due to threats being made by the former farm note holder (Kings Aqua Farm LLC) in which TAA operated on. On December 2, 2024, Kings Aqua Farm LLC filed a Deed in Lieu (“DIL”) of Foreclosure due to non-payment by Trans American Aquaculture. The land was conveyed back to Kings Aqua Farm because of the DIL filing and as such the total debt was extinguished. Over the next two weeks, various threats were made by Kings Aqua Farm on the assets of TAA, which are paramount to the survival and future of the company. To protect those key assets and any future business, TAA elected to file a voluntary Chapter 11 Bankruptcy.

The bankruptcy plan is currently being finalized between TAA management, its board of directors, and legal counsel. The plan confirmation hearing is scheduled for August 18, 2025, at which time, we will present the re-organization plan for the company.

In August 2024, the Company signed an unsecured promissory note with a lender for $82,800 bearing one-time interest at the rate of 13%, and maturing on four dates beginning in February 2025 and ending in May 2025. The proceeds of this note were issued with an original issue discount of $13,800 and loan cost $6,000, yielding net proceeds of $63,000. Upon full maturity, the Company will have paid a total of $93,564 of principal and interest on this note.

NOTE 7 – RELATED PARTY NOTES PAYABLE

As of March 31, 2025, shareholders have loaned the Company approximately $1,646,636 in notes which accrue interest ranging from 12% and 18% per annual period. Maturities between April 1, 2024, and July 1, 2024. Accrued interest related to these notes totaled $562,063 and $414,624 as of March 31, 2025, and March 31, 2024, respectively.

NOTE 8 – INCOME TAX

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be covered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An allowance has been recorded as of March 31, 2025 due to uncertainty of the realization of deferred tax asset in future periods.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years.

In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, included in ASC Topic 740, Income Taxes, the Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions that required recognition by the Company. As of the date of these consolidated financial statements, the Company’s federal and various state tax returns will generally remain open for the last three years.

The Company’s provision for income taxes attributable to income before income taxes for the periods ended March 31, 2025 and March 31, 2024, consisted of the following:

Schedule of provision for income taxes
	March 31,			March 31,
	2025			2024
Deferred tax assets related to:
NOL Carryover	$	589,868		$	403,605
Deferred tax liability related to:
Property and equipment		(18,050	)		(8,715	)
Deferred tax assets, gross		571,818			394,890
Less: allowance		(394,890	)		(394,890	)

Net deferred tax asset (liability)	$	176,928		$	–

Current expense
Federal	$	–		$	–
State		–			–

	$	–		$	–

Deferred income tax expense (benefit)	$	–		$	26,937

NOTE 9 – EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT

Equity Financing Agreement

On January 20, 2023, the Company entered into an Equity Financing Agreement (“the EFA”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments, LLC, pursuant to which GHS agreed to purchase up to $10,000,000 in shares of the Company common stock, from time to time over the course of 24 months after effectiveness of a registration statement on Form S-1 of the underlying shares of the Company’s common stock.

The EFA grants the Company the right, to direct GHS to purchase shares of the Company’s common stock on any business day (a “Put”), provided that at least ten trading days (as defined in the EFA) have passed since the closing of the most recent Put. The purchase price of the shares of common stock contained in a Put shall be 80% of the lowest traded price of the Company common stock during the ten consecutive Trading Days preceding the date of the Put notice. In the event The Company up lists to Nasdaq or an equivalent national exchange, the purchase price will be 90%. No Put will be made in an amount less than $10,000 or greater than $500,000 and any single drawdown may not exceed 200% of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Put. In no event is the Company entitled to make a Put or is GHS entitled to purchase and own cumulative shares greater than 4.99% of the Company’s shares of common stock outstanding on such date.

The EFA will terminate upon any of the following events: when GHS has purchased an aggregate of $10,000,000 in the common stock of the Company pursuant to the EFA; or on the date that is 24 months from the date of the EFA.

Actual sales of shares of common stock to GHS under the EFA will depend on a variety of factors, including, the number of public shares the Company has available for trading on the open market (excluding closely held and restricted stock), market conditions, the trading price of the common stock, the number of shares outstanding, and the Company’s determinations as to the appropriate sources of funding for the Company and its operations. The net proceeds under the EFA to the Company will depend on the frequency and prices at which the Company sells shares of stock to GHS.

The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the SEC the Registration Statement within 60 calendar days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 60 calendar days after the date the Registration Statement is filed with the SEC, but in no event more than calendar 120 days after the Registration Statement is filed.

The Company will use the proceeds from the Puts for general corporate and working capital purposes and acquisitions or assets, businesses, or operations or for purposes the Board of Directors deems to be in the best interests of the Company.

On February 27, 2024, the Company put 4,615,277 shares of common stock to GHS at a purchase price of $0.00224 under the EFA for net proceeds of $2,106.

On May 29, 2024, the Company put 11,683,300 shares of common stock to GHS at the purchase price of $.0012 under EFA for net proceeds of $12,715.

Securities Purchase Agreements

On January 20, 2023, The Company entered into a Securities Purchase Agreement with GHS (the “GHS SPA”) pursuant to which 250 shares of Series D Preferred Stock for $250,000 were sold to GHS at a price per share of $1,000. In addition, pursuant to the GHS SPA, the Company issued to GHS warrants to purchase 46,296,296 shares of common stock exercisable at $0.005175 per share and terminating on January 20, 2028.

On April 18, 2023, the Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS 102 shares of Series D Preferred Stock for $102,000 ($1,000 for each share of Series D Preferred Stock). In addition, pursuant to the Amended SPA, the Company issued to GHS warrants to purchase 20,606,061 shares of Common Stock exercisable at $0.00391 per share and terminating on January 20, 2028.

On May 22, 2023, the Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS 184 shares of Series D Preferred Stock for $184,000 ($1,000 for each share of Series D Preferred Stock). In addition, pursuant to the Amended SPA, the Company issued to GHS warrants to purchase 42,666,667 shares of Common Stock exercisable at $0.00345 per share and terminating on January 20, 2028.

On July 6, 2023, the Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS 96 shares of Series D Preferred Stock for $96,000 ($1,000 for each share of Series D Preferred Stock). In addition, pursuant to the Amended SPA, the Company issued to GHS warrants to purchase 19,047,620 shares of Common Stock exercisable at $0.004025 per share and terminating on January 20, 2028.

On September 26, 2023, the Company entered into a Securities Purchase Agreement with GHS (the “September 2023 SPA”) pursuant to which the Company agreed to sell GHS 151 shares of Series D.

Preferred Stock for $146,000 ($1,000 for each share of Series D Preferred Stock and five commitment shares). At the initial closing, GHS purchased 76 shares ($1,000 per share of Series D Preferred Stock) and within 25 calendar days from the initial closing, GHS agreed to purchase 70 shares of Series D Preferred Stock. In addition, pursuant to the September 2023 SPA, the Company issued to GHS warrants to purchase 14,901,961 shares of Common Stock exercisable at $0.003795 per share and terminating on September 26, 2028. On October 12, 2023, GHS purchased the remaining 70 shares of Series D Preferred Stock under the September 2023 SPA. In addition, pursuant to the September 2023 SPA, the Company issued to GHS warrants to purchase 14,705,883 shares of Common Stock exercisable at $0.003795 per share and terminating on October 12, 2028.

NOTE 10 – LITIGATION

From time to time the Company is involved in lawsuits against the Company involving general liability or various contractual matters. In the opinion of the Company’s management, the potential claims against the Company not covered by insurance resulting from such litigation will not materially affect the financial position of the Company.

NOTE 11 - GOING CONCERN

The Company follows FASB ASU 2014-10 – Development Stage Entities because its principal operations have commenced, but there has been no significant revenue therefrom. To date, the Company’s activities since inception have consisted principally of acquiring property, equipment, and other operating assets, raising capital, starting up production, recruiting and training personnel and raising capital.

The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan as well as continuing to develop its brood stock in order to fulfill recently signed contracts. The financial statements do not include any adjustments that might be necessary if the business plan cannot be implemented or if additional capital cannot be raised, either of which could result in the Company not being able to continue as a going concern.

The Company is in the process of raising additional capital to support the completion of the developmental stage activities and ramp up ongoing full shrimp harvest cycles and establish its customer base. Therefore, the Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current technology.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

Critical Accounting Policies

The following discussions are based upon our financial statements and accompanying notes, which have been prepared in accordance with GAAP Financial Measures of the United States.

The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

Accounting for Our Shrimp Inventory

Our inventory of shrimp is divided into shrimp held for sale and broodstock shrimp. Broodstock are shrimp that are used for breeding purposes; selected for their genetic, disease-free and size attributes they can be more valuable than shrimp held for sale. We collect broodstock from the biomass just before the harvest and segregate them from the shrimp that will be harvested and sold. Broodstock, because of their higher value, may be sold to other shrimp farmers in the United States and overseas. We also keep a number of broodstock for our own restocking purposes. So, during the year, our inventory can consist of shrimp held for sale, broodstock held for sale and broodstock used for restocking purposes.

Shrimp farming is a seasonal business. On a calendar year basis, we typically use the broodstock to breed our larvae shrimp during the first quarter so that by spring the shrimp are held in large post-larvae tanks for development. Later, in early summer, the shrimp are transferred to ponds where they complete the grow out process over the next five to nine months. This can vary if we have more than one cycle of shrimp. Grow out may begin in the second in the second quarter, with a second cycle grow out beginning in early summer. The first harvest cycle can occur in early fall with the second harvest cycle occurring in November or December. During 2023, we had one cycle and harvest occurred in early November 2023. During 2024, we have not stocked, nor have we had a harvest; however, we are in process of larval development for broodstock families and line continuation.

Our shrimp inventory is valued at lower of cost or the net realizable value on a first-in, first-out basis.

The inventory at March 31, 2025 consists of live broodstock animals. Included in this amount are costs and charges directly and indirectly incurred in bringing shrimp inventory to its existing condition and location as noted in FASB ASC 330-10-30.

At March 31, 2025, the broodstock shrimp for the 2025 harvest had been identified and segregated from consumable shrimp in outdoor ponds to indoor tanks. The table below summarizes inventory at March 31, 2025 and 2024.

	March 31, 2025		March 31, 2024
Held for Sale
Shrimp	$	–	$	103,964
Broodstock		210,000		–
Total Held for Sale		210,000		103,964
Broodstock - Restocking		20,830		94,938

Total inventory	$	230,830	$	198,902

At March 31, 2025, approximately 4,415 animals of broodstock will be used to populate our next harvest in 2026. The cost of the broodstock was reclassified to broodstock held for restocking on a pro rata basis of cost per pound of the total biomass of shrimp held for sale. Subsequent costs will be allocated in accordance with ASC 330-10-30.

Business Overview

Founded in 2017, we are a leading aquaculture company that provides premium quality, farm-raised pacific white shrimp, 100% free of antibiotics and hormones, to the U.S. domestic seafood market. We believe we are a leading aquaculture company due to Best Aquaculture Practices (“BAP”) guidelines,¹ considering the rarity of the standards in the U.S. Although we are not currently in full compliance with BAP guidelines, we are working towards full compliance. At the moment, we adhere to BAP guidelines as part of our operating and production model. Grown at our 1,880-acre farm located in Rio Hondo, Texas, on the largest scale aquaculture farm in the U.S., our shrimp are meticulously raised to exceed in line with industry best practices according to BAP guidelines² using only authentic, sustainable practices. Within our controlled facility, each harvest is responsibly raised and cultivated onsite with minimal ecological footprint, promising our customers a superior product developed from the highest standard of care.

We have and will continue to utilize superior genetic linage broodstock for cultivation of own post larvae in our onsite genetics, maturation and hatchery facilities. These facilities allow us to continually develop animals with increasing growth rates, lower mortality, and stronger disease resistance. We began formal production runs in 2018 and to date have produced almost one million lbs. of shrimp for consumption.

Recent trends in the shrimp industry, including that, according to preliminary 2023 data from the National Marine Fisheries Service, shrimp prices have dropped as much as 44% since 2022.³ Our business, prospects, revenues, profitability, and future growth are highly dependent upon the prices of and demand for shrimp. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon shrimp prices. These prices have been and are likely to continue to be extremely volatile for seasonal, cyclical, and other reasons. Any substantial or extended decline in the price of shrimp will have a material adverse effect on our financing capacity and our prospects for commencing and sustaining any economic commercial production. In addition, increased availability of imported shrimp can affect our business by lowering commodity prices. This could reduce the value of inventories, held both by us and by our customers, and cause many of our customers to reduce their orders for new products until they can dispose of their higher-cost inventories.

_______________

¹ https://www.bapcertification.org/Downloadables/pdf/BAP%20-%20BAP%20Farm%20Standard%20-%20Issue%203.1%20-%2007-February-2023.pdf

² https://www.bapcertification.org/Downloadables/pdf/BAP%20-%20BAP%20Farm%20Standard%20-%20Issue%203.1%20-%2007-February-2023.pdf

³https://civileats.com/2023/06/20/cheap-imports-leave-us-shrimpers-struggling-to-compete/#:~:text=The%20U.S.%20Food%20and%20Drug,before%20entering%20the%20U.S.%20market

Going Concern Uncertainty

As shown in the accompanying financial statements, during the three-months ended March 31, 2025, we reported a net loss of $113,707. As of March 31, 2025, our current liabilities exceeded its current assets by $3,435,668. As of March 31, 2025, we had $6,694 cash. During the year ended December 31, 2024, we reported a net loss of $$2,808,894. As of December 31, 2024, our current liabilities exceeded our current assets by $3,351,602. As of December 31, 2024, we had $0 cash.

We will require additional funding to finance the growth of our operations and achieve our strategic objectives. These factors, as relative to capital raising activities, create doubt as to our ability to continue as a going concern. We are seeking to raise additional capital and are targeting strategic partners to accelerate the sales and marketing of our products and begin generating revenues. Our ability to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements, expansion of our operations and generating sales. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations; however, management cannot make any assurances that such financing will be secured.

Results of Operations for the Three-Months Ended March 31, 2025 and 2024

Revenues

For the three-months ended March 31, 2025, total revenues were $0 compared to $310,126 for the same period in 2024, a decrease of $310,126 or 100%. This decrease was related to the company not having shrimp for sale and only maintaining the broodstock for future genetic development and stocking.

Cost of Goods Sold and Gross Profit

For the three-months ended March 31, 2025, cost of goods sold was $0 compared to $272,079 for the same period in 2025, a decrease of $272,079 or 100%. This was the result of not producing and harvesting or selling shrimp during the current three months ended March 31, 2025.

The gross profit for the three-months ended March 31, 2025 was $0 for an operating profit of 0% compared to a gross profit margin of $38,047 for the same period in 2024.

Operating Expenses

General and administrative expenses for three-months ended March 31, 2025 decreased by $97,887, or 57%, to $74,671 from $172,558 for the three-months ended March 31, 2024. This reduction in expenses resulted from lower legal and professional fees and payroll wages.

Other Income (Expense)

For the three-months ended March 31, 2025, we had interest expenses of $39,036 compared to interest expenses of $127,416 for the same period in 2024, an decrease in interest expense of $88,380. This decrease in interest expense was due primarily to reduction in interest related to the farm note.

Net Income (Loss)

As a result of the above, we reported a net loss of $113,707 for the three-months ended March 31, 2025 compared to a net loss of $261,873 for the three-months ended March 31, 2024.

Liquidity and Capital Resources

As of March 31, 2025, we had a cash balance of $6,694, compared to a balance of $0 at March 31, 2024. We currently do not have sufficient cash to fund our operations for the next 12 months and we will require working capital to complete development and production, testing and marketing of our products and to pay for ongoing operating expenses. We anticipate adding management positions for corporate development and the corresponding operations of the Company, but this will not occur prior to obtaining additional capital. Currently, competitively priced loans from banks or other lending sources for lines of credit or similar short-term borrowings are not available to us. We have been able to raise working capital to fund operations through the issuances of convertible preferred stock to GHS, factoring our receivables, and borrowing funds from employees of the Company. As of March 31, 2025, our current liabilities exceeded our current assets by $3,435,668 as compared to March 31, 2024, when current liabilities exceeded current assets by $3,750,007, an decrease of $314,339.

The Company is also a party to an SBA Loan through a bank in the original amount of $150,000 bearing interest at 3.75% per annum, due in 2050, yielding a monthly payment amount of $731.

Liquidity is also affected by notes to our shareholders. At March 31, 2025, shareholders have loaned the Company approximately $1,646,636 which notes accrue interest at ranging from 12.0% to 18% per annum and were due March 31, 2024. The Company extended this due date to July 1, 2024, and plans to extend it again to December 31, 2025. Current discussion with noteholders are underway and we expect the noteholders to agree to this extension.

In February 2024, the Company signed an unsecured promissory note with a lender for $111,600, bearing one-time interest at the rate of 13%, and maturing on four dates beginning on August 30, 2024 and ending on November 30, 2024. The proceeds of this note were issued with an original issue discount of $18,600, yielding net proceeds of $88,000. Upon full maturity, the Company will have paid a total of $126,108 of principal and interest on this note.

Cash Flows from Operating Activities

During the three-months ended March 31, 2025, net cash used in operating activities was $25,090, due mainly to a net loss of $113,707 an increase in accounts payable of $84,135 mostly of payroll liabilities, offset by a decrease of $38,522 in accrued interest .

By comparison, during the three-months ended March 31, 2024, net cash used in operating activities was $49,003, due mainly to a net loss of $261,873, an increase in accounts receivable of $55,199 due sales of consumable shrimp, offset by a decrease of $39,017 in inventory levels, combined increases in accounts payable and accrued expense of $64,394 due increased operations, and a $126,138 increase in accrued interest expense due mainly to falling into arrears on the note payable covering our farm property and increased interest expense on notes payable to shareholders.

Cash Flows from Investing Activities

During the three-months ended March 31, 2025, we had $0 net cash used in investing activities. During the three-months ended March 31, 2024, we had $12,216 net cash used in investing activities. This decrease is due to a lack of investment into any assets during the period.

Cash Flows from Financing Activities

During the three-months ended March 31, 2025, net cash provided by financing activities was $32,784 which was mainly comprised of proceeds from the purchase of Preferred Series D Shares of $33,000. During the three-months ended March 31, 2024, net cash provided by financing activities was $54,619 which was mainly comprised of proceeds from notes payable of $93,000, offset by payments due related parties of $38,847.

Factors That May Affect Future Results

Management’s Discussion and Analysis contains information based on management’s beliefs and forward-looking statements that involve several risks, uncertainties, and assumptions. There can be no assurance that actual results will not differ materially from the forward-looking statements as a result of various factors, including but not limited to, our ability to obtain the equity/debt funding or borrowings necessary to produce, market and launch our products, our ability to successfully serially produce and market our products; our success establishing and maintaining production lines; the acceptance of our products by customers; our continued ability to pay operating costs; our ability to meet demand for our products; the amount and nature of competition from our competitors; the effects of technological changes on products and product demand; and our ability to successfully adapt to market forces and technological demands of our customers.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

Recent Accounting Pronouncements

We have provided a discussion of recent accounting pronouncements in NOTE 2 to the Quarterly Consolidated Financial Statements for March 31, 2025 and 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and, as such, is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, Adam Thomas who serves as our principal executive officer and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Mr. Thomas has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2025. Based on his evaluation, Mr. Thomas concluded that, due to a material weakness in our internal control over financial reporting, our disclosure controls and procedures were not effective as of March 31, 2025. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Form 10-Q.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 5. Other Information.

During the quarter ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

SEC Ref. No.	Title of Document
31.1*	Rule 13a-14(a) Certification by Principal Executive Officer
31.2*	Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**	Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101).

*Filed with this Report.

**Furnished with this Report.

SIGNATURES

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

		TRANS AMERICAN AQUACULTURE, INC.

	By:	/s/ Adam Thomas
		Adam Thomas
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

	Date:	July 17, 2025

Trans American Aquaculture, Inc 10-Q