OTC: GRPS

·
take reasonable steps to cause to occur, within seven days of closing, the reverse merger or acquisition by the Company, of TAA;

·
form the Series C Preferred Stock of the Company to be issued in the reverse acquisition which will include a provision limiting conversion or transfer for a minimum of 12 months from issuance;

·
cancel and withdraw the Company’s Series A Preferred Stock;

·
refrain from transferring the Company’s Series B Preferred Stock and the Series A Preferred Stock prior to the cancelation of the Series A Preferred Stock for 12 months;

·
at closing, increase the authorized shares of common stock of the Company to 3,000,000,000;

·
immediately prior to closing, Mr. Goulding will convert his remaining, unacquired, 640,000 shares of Series A Preferred Stock into 64,000,000 shares of Common Stock of the Company;

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·
take reasonable steps to cause the similar conversion of the other outstanding shares of the Company’s Series A Preferred Stock, by the holders thereof;

·
enter into the Assumption Agreement (as defined below);

·
issue an aggregate of 15,248,503 shares of previously-earned Common Stock of the Company to the following individuals:

o
Scott Fetterman (748,503 shares);

o
Stephen Swinson (4,000,000 shares);

o
John Patrick Love (4,000,000 shares);

o
John Ohlin (1,500,000 shares); and

o
David Eckert (5,000,000 shares).

In addition, each of the parties to the SPA covenanted
that, within nine months of closing, to reasonably cooperate in the process of forming a new company to be formed by Mr. Goulding (“Newco”)
and issuing not less than 35% of the shares of Newco, calculated fully diluted, pro rata, to the shareholders of the Company (including
those holding in street name, through DTCC) as then existed, to once again attempt to become a separate public company (the “Makeup”
or the “Makeup Company”), without dilution to the shareholders of the Company, by issuance of shares of the Newco to
the existing shareholders of the Company. All parties to the SPA agreed to reasonably cooperate and work jointly, including providing
all documentation when necessary, and upon request, to enable the Makeup Company to file with FINRA and the SEC in accordance with the
reasonable desires of Mr. Goulding. The costs of the Makeup are to be borne by the Newco. Until the Makeup, the Makeup Company will operate
as a separate entity, with Mr. Goulding maintaining operational autonomy and checkbook control under his sole control and authority, without
interference by Mr. Thomas. There is no assurance that the Makeup Company will be formed or that the Company’s shareholders as then
existed at the time of the closing of the SPA will receive shares of Newco.

The closing of the SPA took place on August 28, 2022.
At the time of the closing, Mr. Goulding was Chairman and Chief Executive Officer of the Company and Mr. Thomas had no affiliation with
the Company or Mr. Goulding.

As of the date hereof, the Makeup has yet to occur
and the parties are contemplating an amendment to the SPA; however, no terms have been agreed.

On August 29 2022, pursuant to the SPA, the Company
entered into an Assignment of Rights and Assumption of Liabilities Agreement with Mr. Goulding (the “Assumption Agreement”)
pursuant to which the Company sold, assigned, transferred, conveyed, and delivered to Mr. Goulding all of the Assets (as defined in the
Assumption Agreement) and Liabilities (as defined in the Assumption Agreement) and any rights or obligations in the Assets and Liabilities
to which the Company was entitled or obligated.

Reverse Acquisition

On September 13, 2022, the Company entered into the
Definitive Equity Exchange Agreement with TAA, the members of TAA, and Adam Thomas, the managing member of TAA and controlling shareholder
of the Company (the “Exchange Agreement”), pursuant to which the Company issued to the members of TAA, on a pro-rata
basis, 100,000 shares of the Company’s Series C Preferred Stock, representing 85% of the Company’s fully-diluted outstanding
shares of common stock, on an as-converted basis. The members of TAA relinquished all of their ownership interests of TAA to the Company.

The Exchange Agreement went effective on September
13, 2022 and, at that time, TAA became a wholly owned subsidiary of the Company.

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Bankruptcy

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. 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.

Currently,
there are no production operations being conducted at the farm. We are solely maintaining the broodstock as plans to exit bankruptcy are
finalized.

Our Business

We provide extra-large farm-raised Pacific white shrimp,
100% free of antibiotics and hormones, to the U.S. domestic seafood market. Grown on an 1,880 acre farm located in Rio Hondo, Texas, our
shrimp are meticulously raised in line with industry best practices according to the Best Aquaculture Practices (BAP) farm guidelines1
using only authentic, sustainable practices. We believe our practices are “authentic” and “sustainable” because
we do not discharge our water into the local environment thus there is no ecological impact to the surrounding areas. We use only the
top-quality ingredients in our feed to ensure our animals are getting a proper and healthy diet. We never use antibiotics or chemicals,
and we have proper working and living conditions for our workers, which have been approved by Texas Parks and Wildlife.

We believe our products are superior due to the following:

·
Our feed ingredients are sourced 100% from products from the U.S., which are rigorously inspected and tested and must meet USDA standards. Foreign competitors are under the administrative oversight of their local governments.

·
We are transparent in our production process meaning we are willing and able to provide all ingredients, treatments, and processes utilized to cultivate our shrimp.

·
Our products are eco-friendly in that our farm does not discharge into the environment. Our system is 100% closed and has zero impact to the local ecosystem and mangroves.

·
Our products are safe in that they are 100% chemical and antibiotic free. Currently, less than 1% of imported shrimp is tested for antibiotics and toxins.2

In addition to the quality of the products, what sets
our shrimp apart from any other domestic shrimp is the clean, sweet taste to our shrimp. We believe this to be a byproduct of the natural
environment along with our tried-and-true methods that provide a unique combination unlike anywhere else due to the soil content, mineral
content, brackish water, and climate, which we believe are unique to any circumstance in North America and possibly the world.

_____________________________

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

2
https://shrimpalliance.com/category/trade/antibiotics/#:~:text=Since%20shrimp%20is%20America's%20most,directed%20to%20the%20U.S.%20market.

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We have and will continue to utilize strong genetic
linage broodstock for cultivation of our own post larvae in our onsite maturation and hatchery. We believe that these facilities allow
us to continually develop animals with increasing growth rates, lower mortality, and stronger disease resistance, which are all instrumental
to increasing bottom line profits.

We believe that our onsite maturation and hatchery
facilities give us a distinct advantage on all other farms in Texas because no other farm in Texas develops their own lines of Broodstock
in the manner that we do. This is due to our facilities and ability to support year-round sustainment of Broodstocks. There are other
maturation and hatchery facilities but none in a combined facility in the manner that we have. In addition to being able to provide two
full harvests, our team is the only one in the U.S. that has been capable of producing shrimp of greater than 28 grams on a large-scale
consistent basis as we have both historically and currently done. We believe that this gives us a product that is unique worldwide, “a
jumbo, farm raised shrimp that is 100% a product of the United States.”

We believe our animals have “strong genetic
lineage” because our animals have a proven track record of disease resistance and to be disease free. In addition to that, our growth
rates and tolerance for colder temperature water is superior to the current competitors in the U.S.

Our Products

We produce premium quality, sustainably raised, farmed
shrimp for sale to markets, distributors, and restaurants. Our main product is Pacific White Leg Shrimp Head-on and Headless/Shell-on,
which is favored by high-end markets, ethnic stores, and businesses in addition to American, Mexican, European, and Asian customers. Vannamei
(species of shrimp we develop) is the most widely farm raised shrimp in the world, accounting for 80% of all farm raised shrimp in the
world.3

We aim to produce, market, and sell Pacific White
Leg farm-raised shrimp for sale to markets, businesses, and restaurants. We also sell broodstock for sale to foreign producers of shrimp.

Head-on and Headless/Shell-on shrimp are the most
common forms of shrimp sold throughout the world. The typical size is 18 grams, which translates to 31/35 count. This count means that
there are 31-35 individual shrimp per pound. We focus on producing shrimp that are more than 28 grams, resulting in a 21/25 count. Our
reason for focusing on this size is the lack of supply in the market and the premium selling price due to the scarcity. Many global producers
are reluctant to sell shrimp at this size due to the complexity of the grow out once the shrimp reach a certain size. This is where we
believe our competitive advantage comes in with our experience in growing “jumbo” shrimp.

Broodstock are a group of mature shrimps that are
used for breeding purposes. These are essentially the “alphas” of the group having grown to the largest sizes, resisted various
strains of potential diseases, and adverse climate conditions. The males and females are then bred to produce larvae that are genetically
superior than previous lines. The process continues over and over until a superior genetic line is achieved. The product cycle for post-larvae
(PL) is 21 days, so new PLs can be sold every 21 days. The entire five-month process (as shown in the diagram below) is as follows:

·
Spawning to the hatching tanks – two days;

·
Larvae rearing tanks – one month; and

·
Grow out process – four months.

This
translates into us being able to produce two meaningful large harvests. We start the process in January, then end in November.
Broodstock take longer to develop but we believe that this process is worth the wait as, in time, a superior shrimp is more consistently
produced.

_____________________________

3
https://www.worldwildlife.org/industries/farmed-shrimp

4

Our business is seasonal. We grow shrimp in outdoor,
open-air ponds which are subject to weather conditions. Our process starts in January where we mate the broomstick to produce nauplii,
this is the first larval stage of the shrimp. The mating and collection of the eggs takes roughly one month. After that, the nauplii are
transferred into our larviculture building, where they grow for roughly 21 days into post larvae. At this point they start to resemble
the shrimp that is seen in our final product. Post the 21-day larviculture stage, the shrimp move into nurserys where they are grown for
another 14-21 days in order to increase their robustness prior to stocking in the open-air ponds. Roughly 2.5 months into the process,
they are ready for stocking in the open-air ponds, which brings the process to middle of March, which is when we start to stock the grow
out ponds. The shrimp take on average 95 days to reach harvest size (27 grams) which brings the process to the middle of June when we
begin our harvest. We will conclude the harvest by June 30th, let the ponds settle for two weeks then restock all the ponds
by mid-July, early August first for an end of October/early November second harvest. The larviculture cycle for the second stocking and
harvest begins in May, following the timeline given above for the larval and post larval stages, gives us the second stocking of the grow
our ponds in mid-July to early August.

Our revenue recognition cycles will be June &
July for the first harvest, and October and November for the second.

A secondary source of revenue that the company is
exploring is the exportation of broodstock. We believe this presents a significant opportunity to increase revenue in off cycle times
from the normal shrimp harvests. We have received approval from the Coastal Aquaculture Authority of India as a preferred broodstock importer.
We plan to invest funding into this area and are working with an approved exporter to fulfil orders for broodstock.

Sourcing

The main source of our nauplii (the first development
stage of shrimp) will be at our hatchery and maturation operation. We believe that it will be important to develop and maintain our own
genetic linage to ensure differentiation and genetic variability to grow stronger, healthier shrimp. Since the post-larvae development
stage is a relatively short on (21 days), it will allow us to quickly develop genetically superior shrimp.

Sales and Distribution

Historically we have sold our products directly to
the companies that are processing the shrimp. They then take this shrimp and sell it to big box retailers. Our plan for this year is no
different and we had multiple offers for our shrimp, ultimately settling on one with the best growth probability. We generate revenue
by selling shrimp. Our plan as we expand our production capacity is to work directly with big box retailers such as supermarkets. To manage
our exposure, we solicit multiple offers for our shrimp. At our current capacity, it is more efficient for us to sell to one buyer; however,
in the future we will look to expand that, as needed.

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 2022.4 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.

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4 https://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

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Shrimp Life Cycle

6

Our Markets

United States

The United States is the second largest import market
and second largest consumer market for shrimp in the world having consumed 1.6B lbs. of shrimp in 2021.5
The majority of imported and consumed shrimp is of smaller variety (<22 grams). We focus on growing larger shrimp (28+ grams) as there
is strong demand for large, sustainably produced shrimp but limited quantities as we believe some of our competitors focus on intensive
methods that produce smaller shrimp. Our focus will be to sell to retailers first and niche markets second, where the pricing makes economic
sense.

Worldwide

The total global value for shrimp trade in 2022 was
$24B USD.6 The total global production of farm raised shrimp
in 2022 was slightly over 4.0 MMT or 8.8 billion pounds. In the last decade, to keep up with global demand, production of farm raised
shrimp has grown 60% and now accounts for more than 54% of all global shrimp produced for food.

The demand and production of farm raised shrimp is
at an all-time high with annual production growth estimated to be 6.72% CARG (compounded annual growth rate) through 2028.7
Global growth rates had stagnated during the COVID Pandemic, however in the U.S., imports grew by 7.4% YoY, with global consumption rates
increasing by 14% by late 2021. Post COVID production output increased significantly for Ecuador, which is now on par with India in terms
of total production volume, resulting in a total global supply in line with demand, which had impacted global prices negatively. The demand
for shrimp continues to rise and, more importantly, the demand for premium quality product should impact prices positively going forward
as demand starts to again outpace supply.8

The world's largest consumer markets for shrimp are
(in order): China, the U.S., and the EU+UK, with China consuming roughly 24% (1.8 MMT) of all produced shrimp. The U.S. and EU account
for roughly 10% each. Japan, being the 4th largest consumer of shrimp, prefers larger, higher quality head on shrimp, but per capita
consumption is very dependent on the value of the Yen.9

Recent developments around the use of antibiotics
in Indian grown shrimp by the EU, could significantly impact the exports by Indian countries. Indian shrimp imports account for almost
40% of total imports for both the EU and the U.S. While the U.S. has not expressed the same concern as the EU, the Food and Drug Administration
(the “FDA”) does follow closely the decisions of the EU on seafood imports. Any reduction in importation of Indian
shrimp to either the EU or U.S. will have dramatic effects on regional prices.10

Pacific Vannemei is the leading species of farm raised
shrimp and is the preferred shrimp in China, the U.S., and the EU.11
Head on/shell on (“HOSO”) are preferred in both China and the EU.

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5
https://research.rabobank.com/far/en/documents/124852_Rabobank_Global-Seafood-Trade_Sharma-Nikolik_Oct2022.pdf

6
https://www.prnewswire.com/news-releases/global-shrimp-market-report-2023-sector-to-reach-69-35-billion-by-2028-at-a-6-7-cagr-301835697.html

7
https://siamcanadian.com/us-shrimp-imports-see-second-straightmonth-of-y-o-y-volume-value-declines-undercurrentnews/

8
https://www.globalseafood.org/advocate/with-growing-demand-for-sustainably-farmed-seafood-oman-tests-the-waters-with-shrimp-farming-in-the-desert/

9
https://www.fao.org/in-action/globefish/market-reports/resource-detail/en/c/1650814/

10
https://www.globalseafood.org/advocate/eu-antibiotics-india-shrimp/

11 https://www.globalseafood.org/advocate/annual-farmed-shrimp-production-survey-a-slight-decrease-in-production-reduction-in-2023-with-hopes-for-

renewed-growth-in-2024/

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Major Producers: (According to Food & Agriculture
Organization of the United Nations): China, Thailand, Indonesia, Brazil, Ecuador, Mexico, Venezuela, Honduras, Guatemala, Nicaragua, Belize,
Viet Nam, Malaysia, Taiwan P.C., Pacific Islands, Peru, Colombia, Costa Rica, Panama, El Salvador, the United States of America, India,
Philippines, Cambodia, Suriname, Saint Kitts, Jamaica, Cuba, Dominican Republic, Bahamas.

Imports: Shrimp demand improved in the U.S.,
supported by lower import prices. Demand was slightly higher among all European markets in early 2021, which was up from 2020.12

Target Markets and Segmentation

We plan to focus exclusively on the U.S. domestic
market at this time.

Marketing

We understand the immediate needs to establish our
brand and position. We also recognize the limitations of our competition in this space (lack of promotion, no or improper use of social
media, etc.). This allows us to develop appropriate strategies and clear goals both long and short term.

Strategic Relationships: We look to develop
strategic partnerships for its Broodstock and future shrimp for consumption products.

Investment: We will seek to invest time and
money into promotional efforts that will help us reach our goals.

Differentiation: We believe that we have a
top-tier quality product, responsible and sustainable means of production, and the ability to quickly increase our scale to meet demand.
These are all attractive features to our buyers and their customers.

Competition

We face competition from various importers of shrimp
to the U.S. including Chicken of the Sea, Order, Aqua Star Importers, Eastern Fish Co., Mseafood Corporation. Locally, we face competition
from Bower’s Shrimp Farm located in Collegeport, Texas.

Intellectual Property

Besides our company name and website (www.transamaqua.com)
and trade secrets, we don’t own any material intellectual property.

Suppliers

We do not rely on a single supplier and have multiple
options for almost all our required inputs.

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12 https://siamcanadian.com/us-shrimp-imports-see-second-straightmonth-of-y-o-y-volume-value-declines-undercurrentnews/

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Government Regulation

Our farm and operations require approval from the
Texas Parks and Wildlife Department (“TPWD”) to stock and harvest our ponds. The permission requires an animal health
testing to confirm no presences of disease. We have obtained permission from the TPWD. We are technically considered a mariculture facility
and thus exempt from requiring a water intake permit from the Arroyo Colorado River. Other than the permission from the TPWD, there are
no licenses or permits needed to operate our business other than our business license from the State of Texas.

The plants that process shrimp are subject to the
rules and regulations of the U.S. Food and Drug Administration.13
As a domestic aquaculture producer, we are not considered a Processor and as such are not subject to any specific rules or regulations
governed by the Food & Drug Administration. We focus only on the production of the shrimp, we do not own or operate any processing
plants.

Properties

We maintain a 0.25 acre parcel of land boarding the
Arroyo Colorado River in Arroyo City, Texas.

Our principal executive offices are located at 1022
Shadyside Lane, Dallas, Texas 75223. Our CEO allows us to use this address free of charge.

Employees

As of July 15, 2025, we had four full-time employees and no part-time
employees.