UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K/A


Amendment No. 1





(Mark
One)


[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the
Fiscal Year Ended March 31,
2017





or





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


For the
transition period from __________________________ to
__________________________





Commission
file number 000-54030








NATURALSHRIMP INCORPORATED


(Exact
name of registrant as specified in its charter)





Nevada
74-3262176(State
or other jurisdiction
(I.R.S.
Employerof
incorporation or organization)
Identification
No.)





15150 Preston Road, Suite 300, Dallas, TX 75248


(Address
of principal executive offices) (Zip Code)





(888) 791-9474


(Registrant’s
telephone number, including area code)





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





Title
of Each Class
Name
of each exchange on which registeredNone
N/A





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





Shares of common stock with a par value of $0.0001


(Title
of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [
]    No [X]





Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [
]    No [X]





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 [X]    No [ ]





Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such files). Yes [X] No [
]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]





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





Large
accelerated filer [ ]
Accelerated
filer [ ]Non-accelerated
filer [ ]
(Do not
check if a smaller reporting company)
Smaller
reporting company [X]





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





The
aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter
was $2,950,524.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





The
number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date was
93,843,839 shares of common stock as of November 6,
2017.





DOCUMENTS
INCORPORATED BY REFERENCE





None.














EXPLANATORY NOTE





This
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”)
amends the Annual Report on Form 10-K of NaturalShrimp Incorporated
(the “Company,” “we”, “our” and
“us”) for the year ended March 31, 2017, as filed by
the registrant on June 29, 2017 (the “Original
Filing”). The purpose of this Amendment No. 1 is only to
amend the cover page of the Company’s Original Filing to add
the following statement:





“Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes[  ] No [X]”





The corrections referenced above are not material to the Company or
its financial results for the year.





In
accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended, the cover page of the Original Filing is hereby
amended with only changes to the above disclosure.





Except
as specifically set forth herein, this Amendment No. 1 does not
amend or otherwise update any other information in the Original
Filing. Accordingly, this Amendment No. 1 should be read in
conjunction with the Original Filing and with the Company’s
filings with the SEC subsequent to the Original
Filing.











PART
IV





ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibit
Number
Description(31)
Rule 13a-14(a)/15d-14(a) Certifications31.1*
Section
302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer31.2*
Section
302 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Financial Officer and Principal Accounting
Officer(32)
Section 1350 Certifications32.1*
Section
906 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer32.2*
Section
906 Certification under the Sarbanes-Oxley Act of 2002 of the
Principal Financial Officer and Principal Accounting
Officer





*
 Filed herewith.











SIGNATURES





Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.





NATURALSHRIMP INCORPORATED





By:  /s/
Bill G. WilliamsBill
G. WilliamsChief
Executive Officer and Chairperson of the Board (Principal Executive
Officer)Date:
November 6, 2017





By:  /s/
William DelgadoWilliam
DelgadoChief
Financial Officer and Treasurer (Principal Financial Officer and
Principal Accounting Officer)Date:
November 6, 2017





Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.





Signatures

Title(s)

Date/s/ Bill G. Williams

Chief
Executive Officer, Chairman of
the
Board (Principal Executive Officer)

Date:
November 6, 2017Bill G.
Williams/s/ Gerald Easterling

President
and Director

Date:
November 6, 2017Gerald
Easterling/s/ William Delgado

Chief
Financial Officer, Treasurer
and
Director

Date:
November 6, 2017William
Delgado