Trans American Aquaculture Files Q2 2024 10-Q

TL;DR

Trans American Aquaculture filed its Q2 2024 10-Q. Financials are in.

AI Summary

Trans American Aquaculture, Inc. filed its 10-Q for the period ending June 30, 2024. The filing details the company's financial performance and position. Specific financial figures and operational details for the second quarter of 2024 are presented, alongside comparative data from previous periods.

Why It Matters

This filing provides investors and analysts with the latest financial data for Trans American Aquaculture, Inc., crucial for understanding the company's current health and future prospects in the aquaculture sector.

Risk Assessment

Risk Level: medium — As a 10-Q filing, it contains detailed financial information which can reveal significant risks or opportunities, but without specific operational or market context, a definitive risk level is hard to assign.

Key Numbers

• Q2 2024 — Reporting Period (The financial results are for the second quarter of 2024.)
• June 30, 2024 — Period End Date (This is the date through which the financial information is reported.)

Key Players & Entities

• Trans American Aquaculture, Inc. (company) — Filer of the 10-Q
• 0001990446 (company) — Central Index Key for Trans American Aquaculture, Inc.
• 20240630 (date) — Conformed period of report
• 20240819 (date) — Filed as of date

FAQ

Key Financial Figures

• $0.000001 — hares of the registrant's common stock, $0.000001 par value per share, outstanding as of
• $5,000 — from Mr. Goulding for a cash payment of $5,000. In further consideration for the sale

Filing Documents

• transaqua_i10q-063024.htm (10-Q) — 604KB
• transaqua_ex0401.htm (EX-4.1) — 32KB
• transaqua_ex1001.htm (EX-10.1) — 56KB
• transaqua_ex1002.htm (EX-10.2) — 6KB
• transaqua_ex1003.htm (EX-10.3) — 53KB
• transaqua_ex3101.htm (EX-31.1) — 10KB
• transaqua_ex3102.htm (EX-31.2) — 10KB
• transaqua_ex3201.htm (EX-32.1) — 3KB
• bml.jpg (GRAPHIC) — 16KB
• image_002.jpg (GRAPHIC) — 4KB
• image_007.jpg (GRAPHIC) — 15KB
• 0001683168-24-005875.txt ( ) — 3693KB
• grps-20240630.xsd (EX-101.SCH) — 27KB
• grps-20240630_cal.xml (EX-101.CAL) — 39KB
• grps-20240630_def.xml (EX-101.DEF) — 114KB
• grps-20240630_lab.xml (EX-101.LAB) — 259KB
• grps-20240630_pre.xml (EX-101.PRE) — 217KB
• transaqua_i10q-063024_htm.xml (XML) — 389KB

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION 3

Financial Statements

Item 1. Financial Statements 3

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 21

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 26

Controls and Procedures

Item 4. Controls and Procedures 27

—OTHER INFORMATION

PART II—OTHER INFORMATION 28

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28

Other Information

Item 5. Other Information 28

Exhibits

Item 6. Exhibits 28

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Table of Contents Page Review Report of Independent Registered Public Accounting Firm 4 Consolidated Balance Sheets 5 Consolidated Statements of Operations 6 Consolidated Statements of Changes in Stockholders' Deficit 7 Consolidated Statements of Cash Flows 8 Notes to the Consolidated Financial Statements 9 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Trans American Aquaculture, Inc. (formerly Gold River Productions, Inc.) Results of Review of Interim Financial Information We have reviewed the consolidated balance sheet of Trans American Aquaculture, Inc. (formerly Gold River Productions, Inc.) and Subsidiary (the Company) as of June 30, 2024 and the related consolidated statements of operations, consolidated statement of stockholders' equity for the three-months and six-months ended June 30, 2024 and 2023, and the statements of cash flows for the six-months ended June 30, 2024 and 2023 and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of operations, stockholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated July 2, 2024, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the balance sheet from which it has be

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 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 closin

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 NOTE 1 – BUSINESS ORGANIZATION (CONTINUED) As of June 30, 2024, the parties are contemplating an amendment to the SPA; however, no terms have been agreed. 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 Cash and Cash Equivalents For purposes of the statement of cash flows,

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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: Schedule of estimated service lives of the property 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 June 30, 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

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 are 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

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Subsequent Events In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through August 19, 2024, the date the consolidated financial statements were issued. 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 $ 30,526 remains outstanding after factoring fees at June 30, 2024 and $ 0 at December 31, 2023. NOTE 4 – INVENTORY The inventory at June 30, 2024, consists of shrimp in the larvae stage of development held for sale, 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 an

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 NOTE 4 – INVENTORY (CONTINUED) Total inventory is as follows at: Schedule of inventory (Unaudited) June 30, December 31, 2024 2023 Held for Sale Shrimp $ 12,234 $ 187,437 Broodstock 0 4,026 Total Held for Sale 12,234 191,463 Broodstock - Restocking 358,429 56,362 Total inventory $ 370,663 $ 247,825 NOTE 5 – PROPERTY AND EQUIPMENT As of June 30, 2024, and December 31, 2023, the Company had the following property and equipment: Schedule of property and equipment (Unaudited) June 30, December 31, 2024 2023 Autos and trucks $ 66,845 $ 66,845 Building and improvements 668,289 656,389 Farm equipment 440,598 440,281 Other equipment 646,066 646,066 1,821,798 1,809,581 Less: accumulated depreciation ( 563,073 ) ( 527,827 ) 1,258,725 1,281,754 Land 6,126,242 6,126,243 Net property and equipment $ 7,384,967 $ 7,407,997 Depreciation expense for the six months ended June 30, 2024 and 2023, totaled approximately $ 35,246 and $ 38,108 . The amount of depreciation expense in cost of goods sold or inventory totaled $ 32,397 and $ 36,526 for the six months ended June 30, 2024 and 2023. 14 Trans American Aquaculture, Inc . (Formerly Gold River Productions, Inc.)

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements June 30, 2024 and 2023 NOTE 6 – NOTES PAYABLE Notes payable as of June 30, 2024 and December 31, 2023, consisted of the following: Schedule of notes payable (Unaudited) June 30, December 31, 2024 2023 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 $ 4,677,531 $ 4,707,902 Unsecured Promissory Note to 1800 Diagonal Lending LLC, a commercial lender, with one-time interest of 13 %, due in four installments beginning August 30, 2024 and due in total by November 30, 2014 , original issue discount of $ 18,600 93,000 0 Note to a bank, interest at

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