Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 19, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Blue Star Foods Corp. | |
Entity Central Index Key | 0001730773 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,090,424 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash (including VIE $2,731 and $5,561, respectively) | $ 35,008 | $ 13,143 |
Restricted Cash | 199,010 | 334,083 |
Accounts receivable, net (including VIE $25,327 and $49,624, respectively) | 1,701,568 | 3,449,487 |
Inventory, net (including VIE $65,308 and $117,816, respectively) | 6,997,675 | 8,126,634 |
Advances to related party | 1,178,842 | 1,139,619 |
Other current assets (including VIE $4,083 and $4,351 respectively) | 85,881 | 90,929 |
Total current assets | 10,197,984 | 13,153,895 |
FIXED ASSETS, net | 67,014 | 109,169 |
RIGHT OF USE ASSET | 1,145,348 | |
OTHER ASSETS | 124,297 | 218,254 |
TOTAL ASSETS | 11,534,643 | 13,481,318 |
CURRENT LIABILITIES | ||
Accounts payable and accruals (including VIE $48,452 and $95,720, respectively) | 2,589,450 | 3,155,741 |
Working capital line of credit | 6,116,265 | 8,203,725 |
Related Party Notes Payable | 1,100,000 | |
Current maturities of long-term debt | 6,639 | 31,230 |
Stockholder notes payable - Subordinated | 2,910,136 | 2,910,136 |
Total current liabilities | 12,722,490 | 14,300,832 |
LONG -TERM RIGHT OF USE LIABILITY | 1,035,661 | |
TOTAL LIABILITIES | 13,758,151 | 14,300,832 |
Blue Star Foods Corp Stockholder Equity | ||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 1,413 shares issued and outstanding as of September 30, 2019 and December 31, 2018 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,104,554 shares issued and outstanding (including 14,130 not yet issued shares declared as stock dividend on September 30, 2019 ) as of September 30, 2019 and 16,023,164 shares issued and outstanding (including 8,164 shares declared as stock dividend on December 31, 2018) as of December 31, 2018 | 1,612 | 1,603 |
Additional paid-in capital | 5,612,245 | 3,404,774 |
Accumulated deficit | (7,418,898) | (3,853,139) |
Total Blue Star Foods Corp. stockholder's deficit | (1,805,041) | (446,762) |
Non-controlling interest | (440,185) | (440,833) |
Accumulated other comprehensive income (VIE) | 21,718 | 68,081 |
Total VIE's deficit | (418,467) | (372,752) |
TOTAL STOCKHOLDER'S DEFICIT | (2,223,508) | (819,514) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 11,534,643 | $ 13,481,318 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,104,554 | 16,023,164 |
Common stock, shares outstanding | 16,104,554 | 16,023,164 |
Dividend declared but not yet issued, shares | 14,130 | |
Common stock dividend shares | 8,164 | |
Series A 8% Cumulative Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 1,413 | 1,413 |
Preferred stock, shares outstanding | 1,413 | 1,413 |
Accounts Payable and Accruals [Member] | ||
Current liabilities of VIE | $ 48,452 | $ 95,720 |
Other Current Assets [Member] | ||
Current assets attributable to VIE | 4,083 | 4,351 |
Inventories [Member] | ||
Current assets attributable to VIE | 65,308 | 117,816 |
Accounts Receivable [Member] | ||
Current assets attributable to VIE | 25,327 | 49,624 |
Cash [Member] | ||
Current assets attributable to VIE | $ 2,731 | $ 5,561 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 5,081,164 | $ 6,815,000 | $ 19,124,412 | $ 23,810,655 |
COST OF REVENUE | 4,409,657 | 5,670,756 | 16,431,715 | 20,359,995 |
GROSS PROFIT | 671,507 | 1,144,244 | 2,692,697 | 3,450,660 |
COMMISSIONS | 15,996 | 39,411 | 54,657 | 105,626 |
SALARIES & WAGES | 1,014,195 | 417,093 | 3,252,735 | 1,350,063 |
OTHER OPERATING EXPENSES | 676,904 | 529,127 | 2,117,516 | 1,767,861 |
INCOME (LOSS) FROM OPERATIONS | (1,035,588) | 158,613 | (2,732,211) | 227,110 |
OTHER INCOME | 417,212 | 391,533 | ||
INTEREST EXPENSE | (252,650) | (228,918) | (748,120) | (785,142) |
NET INCOME (LOSS) | (1,288,238) | 346,907 | (3,480,331) | (166,499) |
LESS: NET INCOME ( LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (22,583) | (30,051) | 648 | (64,678) |
NET INCOME (LOSS) LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | (1,265,655) | 376,958 | (3,480,979) | (101,821) |
DIVIDEND ON PREFERRED STOCK | 28,260 | 84,780 | ||
NET INCOME(LOSS) ATTRIBUABLE TO BLUE STAR FOODS CORP COMMON SHAREHOLDERS | (1,293,915) | 376,958 | (3,565,759) | (101,821) |
COMPREHENSIVE INCOME (LOSS): | ||||
TRANSLATION ADJUSTMENT ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 522 | 17,800 | (46,363) | 18,721 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (22,061) | (12,251) | (45,175) | (45,957) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BLUE STAR FOODS CORP. | (1,265,655) | 376,958 | (3,480,979) | (101,821) |
PRO FORMA DATA: | ||||
PRO FORMA INCOME TAX EXPENSE | ||||
PRO FORMA NET (LOSS) INCOME ATTRIBUTABLE TO BLUE STAR FOODS CORP | (1,265,655) | 376,958 | (3,480,979) | (101,821) |
PRO FORMA COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO BLUE STAR FOODS CORP | $ (1,265,655) | $ 376,958 | $ (3,480,979) | $ (101,821) |
Income (Loss) per basic and diluted common share | ||||
Basic net income (loss) per common share | $ (0.08) | $ 0.03 | $ (0.22) | $ (0.01) |
Basic weighted average common shares outstanding | 16,045,616 | 15,000,000 | 16,045,616 | 15,000,000 |
Fully diluted net income (loss) per common share | $ (0.08) | $ 0.03 | $ (0.22) | $ (0.01) |
Fully diluted weighted average common shares outstanding | 16,045,616 | 15,000,000 | 16,045,616 | 15,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total Blue Star Foods Corp. Stockholder's Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 29, 2017 | $ 1,500 | $ 558,257 | $ (1,494,927) | $ (935,170) | $ (317,378) | $ (1,252,548) | |
Balance, shares at Dec. 29, 2017 | 15,000,000 | ||||||
606 Adjustment to January 1, 2018 | (81,520) | (81,520) | (81,520) | ||||
Balance at Jan. 02, 2018 | $ 1,500 | 558,257 | (1,576,447) | (1,016,690) | (317,378) | (1,334,068) | |
Balance, shares at Jan. 02, 2018 | 15,000,000 | ||||||
Net (Income) Loss | (723,228) | (723,228) | (44,890) | (768,118) | |||
Comprehensive loss | 5,096 | 5,096 | |||||
Balance at Mar. 31, 2018 | $ 1,500 | 558,257 | (2,299,675) | (1,739,918) | (357,172) | (2,097,090) | |
Balance, shares at Mar. 31, 2018 | 15,000,000 | ||||||
Net (Income) Loss | 244,449 | 244,449 | 10,263 | 254,712 | |||
Comprehensive loss | (4,175) | (4,175) | |||||
Balance at Jun. 30, 2018 | $ 1,500 | 558,257 | (2,055,226) | (1,495,469) | (351,084) | (1,846,553) | |
Balance, shares at Jun. 30, 2018 | 15,000,000 | ||||||
Net (Income) Loss | 376,958 | 376,958 | (30,051) | 346,907 | |||
Comprehensive loss | 17,800 | 17,800 | |||||
Balance at Sep. 30, 2018 | $ 1,500 | 558,257 | (1,678,268) | (1,118,511) | (363,335) | (1,481,846) | |
Balance, shares at Sep. 30, 2018 | 15,000,000 | ||||||
Balance at Dec. 31, 2018 | $ 1,603 | 3,404,774 | (3,853,139) | (446,762) | (372,752) | (819,514) | |
Balance, shares at Dec. 31, 2018 | 1,413 | 16,023,164 | |||||
Common stock issued for Cash | $ 1 | 9,999 | 10,000 | 10,000 | |||
Common stock issued for Cash, shares | 5,000 | ||||||
Option Expense | 665,028 | 665,028 | 665,028 | ||||
Dividends to preferred stockholders | $ 2 | 28,258 | (28,260) | ||||
Dividends to preferred stockholders, shares | 14,130 | ||||||
Net (Income) Loss | (1,220,029) | (1,220,029) | (19,268) | (1,239,297) | |||
Comprehensive loss | (53,850) | (53,850) | |||||
Balance at Mar. 31, 2019 | $ 1,606 | 4,108,059 | (5,101,428) | (991,763) | (445,870) | (1,437,633) | |
Balance, shares at Mar. 31, 2019 | 1,413 | 16,042,294 | |||||
Balance at Dec. 31, 2018 | $ 1,603 | 3,404,774 | (3,853,139) | (446,762) | (372,752) | (819,514) | |
Balance, shares at Dec. 31, 2018 | 1,413 | 16,023,164 | |||||
Net (Income) Loss | (3,480,331) | ||||||
Balance at Sep. 30, 2019 | $ 1,612 | 5,612,245 | (7,418,898) | (1,805,041) | (418,467) | (2,223,508) | |
Balance, shares at Sep. 30, 2019 | 1,413 | 16,104,554 | |||||
Balance at Mar. 31, 2019 | $ 1,606 | 4,108,059 | (5,101,428) | (991,763) | (445,870) | (1,437,633) | |
Balance, shares at Mar. 31, 2019 | 1,413 | 16,042,294 | |||||
Common stock issued for Cash | $ 1 | 21,999 | 22,000 | 22,000 | |||
Common stock issued for Cash, shares | 11,000 | ||||||
Common stock issued for Services | $ 3 | 44,997 | 45,000 | 45,000 | |||
Common stock issued for Services, shares | 22,500 | ||||||
Common Stock Incentive Issued to Employees | $ 1 | 10,999 | 11,000 | 11,000 | |||
Common Stock Incentive Issued to Employees, shares | 5,000 | ||||||
Option Expense | 670,966 | 670,966 | 670,966 | ||||
Dividends to preferred stockholders | $ 1 | 28,259 | (28,260) | ||||
Dividends to preferred stockholders, shares | 14,130 | ||||||
Net (Income) Loss | (995,295) | (995,295) | 42,499 | (952,796) | |||
Comprehensive loss | 6,965 | 6,965 | |||||
Balance at Jun. 30, 2019 | $ 1,612 | 4,885,279 | (6,124,983) | (1,238,092) | (396,406) | (1,634,498) | |
Balance, shares at Jun. 30, 2019 | 1,413 | 16,095,424 | |||||
Cancellation of Issued Shares for Cash | $ (1) | (9,999) | (10,000) | (10,000) | |||
Cancellation of Issued Shares for Cash, shares | (5,000) | ||||||
Common stock issued for Services | 40,000 | 40,000 | 40,000 | ||||
Stock Based Compensation | 668,706 | 668,706 | 668,706 | ||||
Dividends to preferred stockholders | $ 1 | 28,259 | (28,260) | ||||
Dividends to preferred stockholders, shares | 14,130 | ||||||
Net (Income) Loss | (1,265,655) | (1,265,655) | (22,583) | (1,288,238) | |||
Comprehensive loss | 522 | 522 | |||||
Balance at Sep. 30, 2019 | $ 1,612 | $ 5,612,245 | $ (7,418,898) | $ (1,805,041) | $ (418,467) | $ (2,223,508) | |
Balance, shares at Sep. 30, 2019 | 1,413 | 16,104,554 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholder's Deficit (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (3,480,331) | $ (166,499) |
Adjustments to reconcile net loss to net cash provided by in operating activities: | ||
Stock Based Compensation | 2,015,700 | |
Common stock issued for Service | 85,000 | |
Depreciation of fixed assets | 51,015 | 46,654 |
Amortization of Right of use asset | 112,403 | |
Amortization of loan costs | 103,957 | 100,391 |
Changes in operating assets and liabilities: | ||
Receivables | 1,747,919 | 1,402,724 |
Inventories | 1,128,959 | 5,781,265 |
Advances to affiliated supplier | (39,223) | (1,079,583) |
Other current assets | 5,048 | (42,935) |
Change in Right of use Liability | (97,846) | |
Accounts payable and accruals | (690,535) | (1,345,711) |
Net cash provided by operating activities | 942,066 | 4,696,306 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (8,860) | (6,371) |
Net cash used in investing activities | (8,860) | (6,371) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Common Stock Offering | 22,000 | |
Proceeds from working capital lines of credit | 16,559,740 | 24,160,865 |
Repayments of working capital lines of credit | (18,647,200) | (28,807,862) |
Proceeds from Related Party Notes Payable | 1,100,000 | |
Principal payments of long-term debt | (24,591) | (26,058) |
Payments of Loan costs | (10,000) | (28,000) |
Net cash used by financing activities | (1,000,051) | (4,701,055) |
Effect of exchange rate changes on cash | (46,363) | 18,721 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (113,208) | 7,601 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD | 347,226 | 58,875 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | 234,018 | 66,476 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY | ||
Series A 8% Dividend issued in Common Stock | 84,780 | |
Valuation of Right of Use asset/liability | 1,257,751 | |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | $ 748,120 | $ 776,311 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2019 | |
Statement of Cash Flows [Abstract] | |
Preferred stock, dividend percentage | 8.00% |
Company Overview
Company Overview | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Note 1. Company Overview Located in Miami, Florida, Blue Star Foods Corp. (the “Company”) is a sustainable seafood company. The Company’s main operating business, John Keeler & Co., Inc. has been in business for approximately 24 years. The Company was formed under the laws of the State of Delaware. The current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States of America, Canada and Europe under several brand names such as Blue Star, Oceanica, Pacifika and Harbor Banks. On November 8, 2018 the sole shareholder of John Keeler & Co., Inc. executed an Agreement and Plan of Merger and Reorganization with Blue Star Foods Corp. (Formerly A.G. Acquisition Group II, Inc.) and Blue Star Acquisition Corp. John R. Keeler exchanged his 500 shares with a par value of $1.00 in John Keeler & Co., Inc. for the 15,000,000 shares with a par value of $.0001 of the then outstanding 16,015,000 outstanding shares. As part of the merger, the net liabilities existing in the company as of the date of the merger totaling approximately $2,400 were converted to equity as part of this transaction. The prior owners of Blue Star Foods Corp. received 750,000 shares of common stock as part of this transaction, and various service providers received 265,000 shares as compensation for their work on the transaction resulting in and expense and additional paid in capital of $530,001. Additionally, there were 725 shares of Series A Preferred stock and 181,250 warrants issued to private placement investors for total capital contribution of $725,000, 688 shares of Series A Preferred stock and 172,000 warrants issued for settlement with prior investors which had a fair value of $688,000 and $81,353 respectively. Upon the close of the merger there was an option to purchase 3,120,000 shares of common stock issued to Christopher Constable. Additionally, Carlos Faria held an option to purchase 104 shares of John Keeler & Co., Inc. prior to the merger. These options were immediately converted at closing to an option to purchase 3,120,000 shares of common stock of Blue Star Foods Corp. The Merger was accounted for as a “reverse merger” and recapitalization since, immediately following the completion of the transaction, the holders of John Keeler & Co., Inc.’s stock will have effective control of Blue Star Foods Corp. In addition, John Keeler & Co., Inc. will have control of the combined entity through control of the Board by designating all four of the board seats. Additionally, all of John Keeler & Co., Inc.’s officers and senior executive positions will continue on as management of the combined entity after consummation of the Merger. For accounting purposes, John Keeler & Co., Inc. will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction has been treated as a recapitalization of Blue Star Foods Corp. Accordingly, John Keeler & Co., Inc.’s assets, liabilities and results of operations are the historical financial statements of the Company, and John Keeler & Co., Inc.’s assets, liabilities and results of operations have been consolidated with Blue Star Foods Corp. effective as of the date of the closing of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2018 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ending December 31, 2018 for a broader discussion of our business and the risks inherent in such business. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statement of cash flows: September 30, December 31, Cash and cash equivalents $ 35,008 $ 13,143 Restricted cash 199,010 334,083 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 234,018 $ 347,226 Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of September 30, 2019 and December 31, 2018, the balance due from the related party for future shipments was approximately $1,178,842 and $1,139,619, respectively. The 2019 balances represent approximately four months of purchases from the supplier. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers”, and has subsequently issued several supplemental and/or clarifying ASUs (collectively, “ASC 606”). ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance. ASC 606 is intended to provide a more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. Adoption of ASC 606 is required for annual and interim periods beginning after December 15, 2017. Upon adoption, we must elect to adopt either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We adopted the new standard using the modified retrospective method on January 1, 2018. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. The standard also requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASC 842 Leases On January 1, 2019, we adopted Accounting Standards Codification 842 and all the related amendments using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of September 30, 2019. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheets. September 30, Assets Operating lease assets $ 1,145,348 Liabilities Current $ 124,244 Operating lease liabilities Noncurrent Operating lease liabilities $ 1,035,661 Supplemental cash flow information related to leases were as follows: Nine Months Ended September 30, Cash used in operating activities: Operating leases $ 14,557 ROU assets recognized in exchange for lease obligations: Operating leases $ 1,257,751 The table below presents the remaining lease term and discount rates for operating leases. September 30, 2019 Weighted-average remaining lease term Operating leases 6.75 years Weighted-average discount rate Operating leases 5.5 % Maturities of lease liabilities as of September 30, 2019, were as follows: Operating Leases 2019 (excluding the nine months ended September 30, 2019) $ 49,910 2020 190,574 2021 201,675 2022 213,600 2023 216,847 Thereafter 557,074 Total lease payments 1,429,680 Less: amount of lease payments representing interest (272,889 ) Present value of future minimum lease payments $ 1,156,791 Less: current obligations under leases $ (121,130 ) Non current long-term obligations $ 1,035,661 Stock-Based Compensation Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements. Income Taxes Prior to November 8, 2018, the Company was taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay corporate federal income taxes on its taxable income but was liable for Florida corporate income taxes and Texas Franchise Tax. The shareholder was liable for individual income taxes on the Company’s taxable income. Post-merger, the Company file consolidated federal and state income tax returns. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the nine months ended September 30, 2019, the Company incurred a net loss of $3,480,979, has an accumulated deficit of $7,418,898 and working capital deficit of $2,524,506, with the current liabilities inclusive of $2,910,136 in stockholder loans that are subordinated to the provider of the working capital facility, and $124,244 in the current portion of the lease liability recognition. These circumstances raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Consolidation of Variable Inter
Consolidation of Variable Interest Entities | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation of Variable Interest Entities | Note 4. Consolidation of Variable Interest Entities Effective April 1, 2014, the Company’s stockholder was transferred the controlling interest of Strike the Gold Foods Ltd. (“Strike”), a related party entity based in the United Kingdom. The Company concluded that Strike is a VIE and the Company is the primary beneficiary of Strike, in accordance with ASC 810, Consolidation The information below represents the assets, liabilities and non-controlling interest related to Strike as of September 30, 2019 and December 31, 2018. September 30, 2019 Assets $ 97,449 Liabilities 48,452 Non-controlling interest (440,185 ) December 31, 2018 Assets $ 177,352 Liabilities 95,720 Non-controlling interest (440,883 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt Working Capital Line of Credit The Company entered into a $14,000,000 revolving line of credit with ACF Finco I, LP (“ACF”) on August 31, 2016, the proceeds of which were used to pay off the prior line of credit, pay new loan costs of approximately $309,000, and provide additional working capital to the Company, this facility is secured by all assets of John Keeler & Co., Inc.. This facility was amended on November 18, 2016, June 19, 2017, October 16, 2017, September 19, 2018, November 8, 2018 and July 29, 2019. In the fourth amendment the term of this facility was extended to a term of 5 years and is subject to early termination by the lender upon defined events of default. The Company continues to be obligated to meet certain financial covenants. The line of credit bears an interest rate equal to the greater of 3 Month LIBOR rate plus 6.25%, the Prime rate plus 3.0% or a fixed rate of 6.5% and is subject to the following terms: ● Borrowing is based on up to 85% of eligible accounts receivable plus the net orderly liquidation value of eligible inventory at the same rate, subject to certain defined limitations. ● The line is collateralized by substantially all the assets and property of the Company and is personally guaranteed by the stockholder of the Company. ● The Company is restricted to specified distribution payments, use of funds, and is required to comply with certain other covenants including certain financial ratios. ● All cash received by the Company is applied against the outstanding loan balance. ● A subjective acceleration clause allows ACF to call the note upon a material adverse change. During the year ended December 31, 2018, the Company failed to meet certain financial covenants under the line of credit and as of June 30, 2019 was in violation of its fixed charge coverage ratio. The loan and security agreement dated August 31, 2016 was amended on July 29, 2019 (the “sixth Amendment”). The Sixth Amendment acknowledged Company’s defaults of the financial covenants, confirmed the secured lender’s rights and resulted in a default interest rate of an additional 3%, effective August 1, 2019 until the default is cured. As of September 30, 2019, the Company remains in default of such financial covenants. The Company analyzed the line of credit modification under ASC 470-50-40-21 and determined that the modification did not trigger any additional accounting due to the revolving line of credit remaining unchanged. As of September 30, 2019, the line of credit bears interest rate of 11.381%. As of September 30, 2019 and December 31, 2018, the line of credit had an outstanding balance of approximately $6,116,265 and $8,204,000, respectively. John Keeler Promissory Notes From January 2006 through May 2017, Keeler & Co issued an aggregate of $2,910,000 6% demand promissory notes to John Keeler, our Executive Chairman and Chief Executive Officer. These notes are unsecured. As of September 30, 2019, $2,910,000 of principal remains outstanding and approximately $130,956 of interest was paid under the notes. These notes have been subordinated to the provider of the working capital line of credit and payment of these loans are restricted under this subordination agreement. After satisfaction of the terms of the subordination, the Company can prepay the notes at any time first against interest due thereunder. If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within 10 days of payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely made. Current Portion of Long-Term Debt As of September 30, 2019 and December 31, 2018, the current portion of long-term debt consisted of a note payable outstanding with Mercedes-Benz Financial Services (“MB Financial”). The Company entered into a loan agreement with MB Financial on November 30, 2014 to finance the purchase of an automobile. The loan bears interest at 5.56% per annum and requires monthly installments of approximately $3,000, inclusive of interest. The loan balance as of September 30, 2019 was $6,639 and matures on November 30, 2019. Kenar Note On March 26, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $1,000,000 (the “Kenar Note”) to Kenar Overseas Corp., a company registered in Panama (the “Lender”) and controlled by a related party. The term of the note may be extended for an additional two months at the Lender’s discretion. The note bears interest at the rate of 18% per annum during the initial four months which rate will increase to 24% during any extension thereof. The note may be prepaid in whole or in part without penalty. John Keeler, the Company’s Executive Chairman and Chief Executive Officer pledged 5,000,000 shares of common stock to secure the Company’s obligations under the note. The Kenar Note matured on July 26, 2019 and was extended on a month-to-month basis on the same terms and conditions. On November 19, 2019, the Lender agreed to extend the Kenar Note until March 31, 2020 on the same terms and conditions. Lobo Note On April 2, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $100,000 (the “Lobo Note”) to Lobo Holdings, LLC., a stockholder in the Company (“Lobo”). The Lobo Note bears interest at the rate of 18% per annum. The Lobo Note may be prepaid in whole or in part without penalty. John Keeler, the Company’s Executive Chairman and Chief Executive Officer, pledged 1,000,000 shares of common stock of the Company to secure the Company’s obligations under the Lobo Note. The Lobo Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions. On November 15, 2019, the Company paid off the Lobo Note with the issuance to Lobo of an unsecured promissory note in the principal amount of $100,000 which bears interest at the rate of 15%, which may be prepaid in whole or in part without penalty, and which matures on March 31, 2020. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock | Note 6. Common Stock On February 1, 2019, the Company sold 5,000 shares at $2.00 per share to one investor in a private offering. These shares were returned to the investor and the Company has a liability for the refund to the investor of $10,000. A dividend of common stock was authorized to the shareholders per the preferred shares designation on March 31, 2019. The dividend resulted in an issuance of 14,130 shares of stock with a value of $28,260 on March 31, 2019. On April 2, 2019, the Company sold 5,000 shares at $2.00 per share to one investor in a private offering. On April 12, 2019, the Company sold 1,000 shares at $2.00 per share to one investor in a private offering. On April 23, 2019, the Company issued 2,500 shares at $2.00 per share to MEC Consulting Inc. for professional services. On May 2, 2019, the Company sold 500 shares at $2.00 per share to one investor in a private offering. On May 6, 2019, the Company sold 500 shares at $2.00 per share to one investor in a private offering. On May 7, 2019, the Company sold 3,000 shares at $2.00 per share to one investor in a private offering. On May 9, 2019, the Company sold 1,000 shares at $2.00 per share to one investor in a private offering. On May 17, 2019 the Company issued 20,000 shares at $2.00 per share to various individuals for professional services. On May 17, 2019 the Company issued 5,500 shares at $2.00 per share to 11 non officer employees as a bonus incentive. A dividend of common stock was authorized to the shareholders per the preferred shares designation on June 30, 2019. The dividend resulted in an issuance of 14,130 shares of stock with a value of $28,260 on September 24, 2019. A dividend of common stock was authorized to the shareholders per the preferred shares designation on September 30, 2019. The dividend of 14,130 shares of stock with a value of $28,260 was declared but not yet issued. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7. Stock-Based Compensation For the nine months ended September 30, 2019 During the nine months ended September 30, 2019, approximately $2,016,000 in compensation expense was recognized on the following: 1. Options to purchase 3,120,000 shares of Common Stock at an exercise price of $2.00 with a 10 year life, which vest one-year from the date of grant, were issued to Christopher Constable under the 2018 Plan during the twelve months ending December 31, 2018. - 2. Options to purchase 430,000 shares of Common Stock at an exercise price of $2.00 with a 10 year life, which vest 25% each year from the date of grant, were issued to various long term employees under the 2018 Plan during the six months ending June 30, 2019. 3. Options to purchase 250,000 shares of Common Stock at an exercise price of $2.00 with a 10 year life, which vest 20% each year from the date of grant, were issued to Zoty Ponce under the 2018 Plan during the six months ending June 30, 2019. 4. Options to purchase 25,000 shares of Common Stock at an exercise price of $2.00 with a 10 year life, which vest 25% each year from the date of grant, were issued to various contractors during the six months ending June 30, 2019. The following table summarizes the assumptions used to estimate the fair value of the stock options granted during 2019: 2019 Expected Volatility 39%-48 % Risk Free Interest Rate 2.62%-2.71 % Expected life of warrants 6.25 – 10.0 Under the Black-Scholes option pricing model, the fair value of the 705,000 options granted during the nine months ended September 30, 2019 is estimated at $613,586 on the date of grant. The unrecognized portion of the expense remaining outstanding is $713,852. During the quarter ended September 30, 2019, an aggregate of 15,000 shares subject to options were forfeited, none of which shares were vested and resulted in a reversal of the expense of $2,263. The following table represents option activity for the nine months ending September 30, 2019: Number of Weighted Weighted Aggregate Outstanding - December 31, 2018 6,240,000 $ 1.17 9.86 Exercisable - December 31, 2018 3,120,000 $ 0.33 9.86 $ 5,210,400 Granted 705,000 $ 2.00 Vested - Forfeited (15,000 ) 2.00 Outstanding – September 30, 2019 6,930,000 $ 1.25 9.13 Exercisable - September 30, 2019 3,120,000 $ 0.33 9.12 $ 5,210,400 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8. Warrants The following table represents warrant activity for the nine months ending September 30, 2019: Number of Weighted Weighted Aggregate Outstanding - December 31, 2018 353,250 $ 2.40 2.85 Exercisable - December 31, 2018 353,250 $ 2.40 2.85 $ - Granted - $ - Forfeited or Expired - Outstanding -September 30, 2019 353,250 $ 2.40 2.11 Exercisable - September 30, 2019 353,250 $ 2.40 2.11 $ - There was no warrant activity for the nine months ending September 30, 2019. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 9. Commitment and Contingencies Office lease The Company leases its office and warehouse facility from JK Real Estate, a related party through common family beneficial ownership. The lease has a 20-year term, expiring in July 2021. It is currently likely that the Company will renew this lease for a five-year term. The estimated lease payments associated with the renewal are included in the calculation of the future minimum lease payments. The Company is a guarantor of the mortgage on the facility which had a balance of approximately $1,280,684 at September 30, 2019; the Company’s maximum exposure. The Company deems that rental income on this lease is sufficient to cover the loan payments under this mortgage. Therefore, the Company did not record any liability related to the mortgage in the consolidated financial statements as the Company does not believe it will be called upon to perform under this guarantee, in accordance with ASC 460, Guarantees Legal Based on current negotiations in response to a letter received on November 27, 2018 in connection with a threatened lawsuit by a former employee, the Company believes that it has adequately reserved for any settlement resulting from such negotiations in its financial statements for the nine months ended September 30, 2019. A settlement was reached with such former employee and a settlement agreement is currently being negotiated. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events On November 15, 2019, the Company paid off the Lobo Note with the issuance to Lobo of an unsecured promissory note in the principal amount of $100,000 which bears interest at the rate of 15%, which may be prepaid in whole or in part without penalty, and which matures on March 31, 2020. On November 19, 2019, the Lender agreed to extend the Kenar Note until March 31, 2020 on the same terms and conditions. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2018 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ending December 31, 2018 for a broader discussion of our business and the risks inherent in such business. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statement of cash flows: September 30, December 31, Cash and cash equivalents $ 35,008 $ 13,143 Restricted cash 199,010 334,083 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 234,018 $ 347,226 |
Advances to Suppliers and Related Party | Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of September 30, 2019 and December 31, 2018, the balance due from the related party for future shipments was approximately $1,178,842 and $1,139,619, respectively. The 2019 balances represent approximately four months of purchases from the supplier. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers”, and has subsequently issued several supplemental and/or clarifying ASUs (collectively, “ASC 606”). ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance. ASC 606 is intended to provide a more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. Adoption of ASC 606 is required for annual and interim periods beginning after December 15, 2017. Upon adoption, we must elect to adopt either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We adopted the new standard using the modified retrospective method on January 1, 2018. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. The standard also requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. |
ASC 842 Leases | ASC 842 Leases On January 1, 2019, we adopted Accounting Standards Codification 842 and all the related amendments using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of September 30, 2019. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheets. September 30, Assets Operating lease assets $ 1,145,348 Liabilities Current $ 124,244 Operating lease liabilities Noncurrent Operating lease liabilities $ 1,035,661 Supplemental cash flow information related to leases were as follows: Nine Months Ended September 30, Cash used in operating activities: Operating leases $ 14,557 ROU assets recognized in exchange for lease obligations: Operating leases $ 1,257,751 The table below presents the remaining lease term and discount rates for operating leases. September 30, 2019 Weighted-average remaining lease term Operating leases 6.75 years Weighted-average discount rate Operating leases 5.5 % Maturities of lease liabilities as of September 30, 2019, were as follows: Operating Leases 2019 (excluding the nine months ended September 30, 2019) $ 49,910 2020 190,574 2021 201,675 2022 213,600 2023 216,847 Thereafter 557,074 Total lease payments 1,429,680 Less: amount of lease payments representing interest (272,889 ) Present value of future minimum lease payments $ 1,156,791 Less: current obligations under leases $ (121,130 ) Non current long-term obligations $ 1,035,661 |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements. |
Income Taxes | Income Taxes Prior to November 8, 2018, the Company was taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay corporate federal income taxes on its taxable income but was liable for Florida corporate income taxes and Texas Franchise Tax. The shareholder was liable for individual income taxes on the Company’s taxable income. Post-merger, the Company file consolidated federal and state income tax returns. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statement of cash flows: September 30, December 31, Cash and cash equivalents $ 35,008 $ 13,143 Restricted cash 199,010 334,083 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 234,018 $ 347,226 |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheets. September 30, Assets Operating lease assets $ 1,145,348 Liabilities Current $ 124,244 Operating lease liabilities Noncurrent Operating lease liabilities $ 1,035,661 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases were as follows: Nine Months Ended September 30, Cash used in operating activities: Operating leases $ 14,557 ROU assets recognized in exchange for lease obligations: Operating leases $ 1,257,751 |
Schedule of Remaining Lease Term and Discount Rates for Operating Leases | The table below presents the remaining lease term and discount rates for operating leases. September 30, 2019 Weighted-average remaining lease term Operating leases 6.75 years Weighted-average discount rate Operating leases 5.5 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2019, were as follows: Operating Leases 2019 (excluding the nine months ended September 30, 2019) $ 49,910 2020 190,574 2021 201,675 2022 213,600 2023 216,847 Thereafter 557,074 Total lease payments 1,429,680 Less: amount of lease payments representing interest (272,889 ) Present value of future minimum lease payments $ 1,156,791 Less: current obligations under leases $ (121,130 ) Non current long-term obligations $ 1,035,661 |
Consolidation of Variable Int_2
Consolidation of Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets, Liabilities and Non-controlling Interest Related to Strike | The information below represents the assets, liabilities and non-controlling interest related to Strike as of September 30, 2019 and December 31, 2018. September 30, 2019 Assets $ 97,449 Liabilities 48,452 Non-controlling interest (440,185 ) December 31, 2018 Assets $ 177,352 Liabilities 95,720 Non-controlling interest (440,883 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Stock Options | The following table summarizes the assumptions used to estimate the fair value of the stock options granted during 2019: 2019 Expected Volatility 39%-48 % Risk Free Interest Rate 2.62%-2.71 % Expected life of warrants 6.25 – 10.0 |
Schedule of Stock Option Activity | The following table represents option activity for the nine months ending September 30, 2019: Number of Weighted Weighted Aggregate Outstanding - December 31, 2018 6,240,000 $ 1.17 9.86 Exercisable - December 31, 2018 3,120,000 $ 0.33 9.86 $ 5,210,400 Granted 705,000 $ 2.00 Vested - Forfeited (15,000 ) 2.00 Outstanding – September 30, 2019 6,930,000 $ 1.25 9.13 Exercisable - September 30, 2019 3,120,000 $ 0.33 9.12 $ 5,210,400 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | The following table represents warrant activity for the nine months ending September 30, 2019: Number of Weighted Weighted Aggregate Outstanding - December 31, 2018 353,250 $ 2.40 2.85 Exercisable - December 31, 2018 353,250 $ 2.40 2.85 $ - Granted - $ - Forfeited or Expired - Outstanding -September 30, 2019 353,250 $ 2.40 2.11 Exercisable - September 30, 2019 353,250 $ 2.40 2.11 $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) | Nov. 08, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 29, 2017 |
Par value of exchanged shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Total capital contribution | $ 22,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Shares outstanding | 1,413 | 1,413 | 1,413 | 1,413 | ||||||
Common Stock [Member] | ||||||||||
Shares outstanding | 16,095,424 | 16,104,554 | 15,000,000 | 16,042,294 | 16,023,164 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |
Stock issued during period services | 22,500 | |||||||||
Common Stock [Member] | Agreement and Plan of Merger and Reorganization [Member] | ||||||||||
Common stock received on transaction | 750,000 | |||||||||
Stock issued during period services | 265,000 | |||||||||
Common Stock [Member] | Agreement and Plan of Merger and Reorganization [Member] | ||||||||||
Additional paid in capital | $ 530,001 | |||||||||
Prior Investors [Member] | Series A Preferred Stock [Member] | ||||||||||
Warrants fair value | $ 688,000 | $ 81,353 | ||||||||
Christopher Constable [Member] | ||||||||||
Number of stock options granted | 3,120,000 | |||||||||
John Keeler & Co., Inc. [Member] | Shareholder [Member] | ||||||||||
Shares exchanged by the shareholder | 500 | |||||||||
Par value of exchanged shares | $ 1 | |||||||||
Shares issued to new shareholder | 15,000,000 | |||||||||
Par value of shares issued to new shareholder | $ 0.0001 | |||||||||
Shares outstanding | 16,015,000 | |||||||||
Converted to equity transaction | $ 2,400 | |||||||||
John Keeler & Co., Inc. [Member] | Private Placement Investors [Member] | ||||||||||
Warrants issued to investors | 181,250 | |||||||||
Total capital contribution | $ 725,000 | |||||||||
John Keeler & Co., Inc. [Member] | Private Placement Investors [Member] | Series A Preferred Stock [Member] | ||||||||||
Shares issued to investors | 725 | |||||||||
John Keeler & Co., Inc. [Member] | Prior Investors [Member] | ||||||||||
Warrants issued to investors | 172,000 | |||||||||
John Keeler & Co., Inc. [Member] | Prior Investors [Member] | Series A Preferred Stock [Member] | ||||||||||
Shares issued to investors | 688 | |||||||||
John Keeler & Co., Inc. [Member] | Christopher Constable [Member] | ||||||||||
Number of stock options granted | 3,120,000 | |||||||||
John Keeler & Co., Inc. [Member] | Carlos Faria [Member] | ||||||||||
Options to purchase stock | 104 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Due from related party for future shipments | $ 1,178,842 | $ 1,139,619 |
Finance leases | ||
Operating lease, term | 6 years 9 months | |
Equipment [Member] | ||
Operating lease, term | 3 years | |
Property [Member] | Minimum [Member] | ||
Operating lease, term | 5 years | |
Property [Member] | Maximum [Member] | ||
Operating lease, term | 20 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 35,008 | $ 13,143 | ||
Restricted cash | 199,010 | 334,083 | ||
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 234,018 | $ 347,226 | $ 66,476 | $ 58,875 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 1,145,348 | |
Operating lease liabilities - Current | 124,244 | |
Operating lease liabilities - Noncurrent | $ 1,035,661 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Cash used in operating activities, Operating leases | $ 14,557 |
ROU assets recognized in exchange for lease obligations, Operating leases | $ 1,257,751 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Sep. 30, 2019 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 6 years 9 months |
Weighted-average discount rate, Operating leases | 5.50% |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
2019 (excluding the nine months ended September 30, 2019) | $ 49,910 | |
2020 | 190,574 | |
2021 | 201,675 | |
2022 | 213,600 | |
2023 | 216,847 | |
Thereafter | 557,074 | |
Total lease payments | 1,429,680 | |
Less: amount of lease payments representing interest | (272,889) | |
Present value of future minimum lease payments | 1,156,791 | |
Less: current obligations under leases | (124,244) | |
Non current long-term obligations | $ 1,035,661 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net income (loss) | $ (1,288,238) | $ (952,796) | $ (1,239,297) | $ 346,907 | $ 254,712 | $ (768,118) | $ (3,480,331) | $ (166,499) | |
Accumulated deficit | (7,418,898) | (7,418,898) | $ (3,853,139) | ||||||
Working capital deficit | 2,524,506 | 2,524,506 | |||||||
Subordinated stockholder debt | 2,910,136 | 2,910,136 | $ 2,910,136 | ||||||
Current portion of lease liability recognition | $ 124,244 | $ 124,244 |
Consolidation of Variable Int_3
Consolidation of Variable Interest Entities - Schedule of Assets, Liabilities and Non-controlling Interest Related to Strike (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Assets | $ 97,449 | $ 177,352 |
Liabilities | 48,452 | 95,720 |
Non-controlling interest | $ (440,185) | $ (440,883) |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 19, 2019 | Nov. 15, 2019 | Apr. 02, 2019 | Mar. 26, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | May 31, 2017 | Aug. 31, 2016 |
Revolving line of credit | $ 6,116,265 | $ 8,204,000 | |||||||
Repayment of new loan | $ 18,647,200 | $ 28,807,862 | |||||||
Line of credit, interest rate | 11.381% | ||||||||
Line of credit, description | Borrowing is based on up to 85% of eligible accounts receivable plus the net orderly liquidation value of eligible inventory at the same rate, subject to certain defined limitations. | ||||||||
Debt instrument, payment terms | During the year ended December 31, 2018, the Company failed to meet certain financial covenants under the line of credit and as of June 30, 2019 was in violation of its fixed charge coverage ratio. The loan and security agreement dated August 31, 2016 was amended on July 29, 2019 (the "sixth Amendment"). The Sixth Amendment acknowledged Company's defaults of the financial covenants, confirmed the secured lender's rights and resulted in a default interest rate of an additional 3%, effective August 1, 2019 until the default is cured. | ||||||||
6% Demand Promissory Notes [Member] | John Keeler [Member] | |||||||||
Debt instrument, payment terms | If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within 10 days of payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely made. | ||||||||
Debt instrument, principal amount | $ 2,910,000 | ||||||||
Debt instrument, interest rate | 6.00% | ||||||||
Debt instrument, interest paid | $ 130,956 | ||||||||
6% Demand Promissory Notes [Member] | Keeler & Co [Member] | John Keeler [Member] | |||||||||
Debt instrument, principal amount | $ 2,910,000 | ||||||||
Debt instrument, interest rate | 6.00% | ||||||||
Four Month Unsecured Promissory Notes [Member] | Kenar Overseas Corp [Member] | |||||||||
Debt instrument, principal amount | $ 1,000,000 | ||||||||
Debt instrument, interest rate | 18.00% | ||||||||
Debt maturity date | Jul. 26, 2019 | ||||||||
Debt instrument, increase in interest rate | 24.00% | ||||||||
Description on maturity date | The Kenar Note matured on July 26, 2019 and was extended on a month-to-month basis on the same terms and conditions. | ||||||||
Four Month Unsecured Promissory Notes [Member] | Kenar Overseas Corp [Member] | Subsequent Event [Member] | |||||||||
Extended maturity date | Mar. 31, 2020 | ||||||||
Four Month Unsecured Promissory Notes [Member] | Kenar Overseas Corp [Member] | John Keeler [Member] | |||||||||
Number of shares pledged to secure company's obligation | 5,000,000 | ||||||||
Four Month Unsecured Promissory Notes [Member] | Lobo Holdings, LLC [Member] | |||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||
Debt instrument, interest rate | 18.00% | ||||||||
Debt maturity date | Aug. 2, 2019 | ||||||||
Description on maturity date | The Lobo Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions. | ||||||||
Four Month Unsecured Promissory Notes [Member] | Lobo Holdings, LLC [Member] | Subsequent Event [Member] | |||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||
Debt instrument, interest rate | 15.00% | ||||||||
Debt maturity date | Mar. 31, 2020 | ||||||||
Four Month Unsecured Promissory Notes [Member] | Lobo Holdings, LLC [Member] | John Keeler [Member] | |||||||||
Number of shares pledged to secure company's obligation | 1,000,000 | ||||||||
ACF Finco I, LP [Member] | |||||||||
Revolving line of credit | $ 14,000,000 | ||||||||
Repayment of new loan | $ 309,000 | ||||||||
Line of credit, term | 5 years | ||||||||
ACF Finco I, LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Line of credit, interest rate | 6.25% | ||||||||
ACF Finco I, LP [Member] | Prime Rate [Member] | |||||||||
Line of credit, interest rate | 3.00% | ||||||||
ACF Finco I, LP [Member] | Fixed Rate [Member] | |||||||||
Line of credit, interest rate | 6.50% | ||||||||
Mercedes-Benz Financial Services [Member] | |||||||||
Debt instrument, principal amount | $ 6,639 | ||||||||
Debt instrument, interest rate | 5.56% | 5.56% | |||||||
Debt monthly instalment | $ 3,000 | $ 3,000 | |||||||
Debt maturity date | Nov. 30, 2019 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Sep. 24, 2019 | May 17, 2019 | May 09, 2019 | May 07, 2019 | May 06, 2019 | May 02, 2019 | Apr. 23, 2019 | Apr. 12, 2019 | Apr. 02, 2019 | Mar. 31, 2019 | Feb. 01, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 |
Number of shares returned, value | $ 10,000 | ||||||||||||||
Dividends to preferred stockholders, shares | 14,130 | ||||||||||||||
Dividends to preferred stockholders | $ 28,260 | ||||||||||||||
Dividend declared but not yet issued, shares | 14,130 | 14,130 | |||||||||||||
Dividend declared but not yet issued | $ 28,260 | $ 28,260 | |||||||||||||
MEC Consulting [Member] | |||||||||||||||
Shares sold, price per share | $ 2 | ||||||||||||||
Stock issued during period for services | 2,500 | ||||||||||||||
Individuals [Member] | |||||||||||||||
Shares sold, price per share | $ 2 | ||||||||||||||
Stock issued during period for services | 20,000 | ||||||||||||||
11 Non Officer Employees [Member] | |||||||||||||||
Shares sold, price per share | $ 2 | ||||||||||||||
Number of shares issued as incentive | 5,500 | ||||||||||||||
Private Offering [Member] | One Investor [Member] | |||||||||||||||
Number of shares sold | 1,000 | 3,000 | 500 | 500 | 1,000 | 5,000 | 5,000 | ||||||||
Shares sold, price per share | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | ||||||||
Number of shares returned, value | $ 10,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Compensation expense | $ 2,015,700 | ||||
Option granted during period | 705,000 | ||||
Estimated fair value of option granted during period | $ 613,586 | ||||
Unrecognized outstanding amount | $ 713,852 | ||||
Number of options forfeited | 15,000 | 15,000 | |||
Value of reversal expenses on shares forfeited | $ 2,263 | ||||
Contractors [Member] | |||||
Option to purchase of common stock | 25,000 | ||||
Exercise price | $ 2 | ||||
Option term | 10 years | ||||
Stock option vesting percentage | 25.00% | ||||
2018 Plan [Member] | Christopher Constable [Member] | |||||
Option to purchase of common stock | 3,120,000 | ||||
Exercise price | $ 2 | ||||
Option term | 10 years | ||||
Stock option vesting term | 1 year | ||||
2018 Plan [Member] | Long Term Employees [Member] | |||||
Option to purchase of common stock | 430,000 | ||||
Exercise price | $ 2 | ||||
Option term | 10 years | ||||
Stock option vesting percentage | 25.00% | ||||
2018 Plan [Member] | Zoty Ponce [Member] | |||||
Option to purchase of common stock | 250,000 | ||||
Exercise price | $ 2 | ||||
Option term | 10 years | ||||
Stock option vesting percentage | 20.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Expected Volatility, Minimum | 39.00% |
Expected Volatility, Maximum | 48.00% |
Risk Free Interest Rate, Minimum | 2.62% |
Risk Free Interest Rate, Maximum | 2.71% |
Minimum [Member] | |
Expected life of warrants | 6 years 2 months 30 days |
Maximum [Member] | |
Expected life of warrants | 10 years |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Option, Outstanding beginning | 6,240,000 | |
Number of Option, Exercisable beginning | 3,120,000 | |
Number of Option, Granted | 705,000 | |
Number of Option, Vested | ||
Number of Option, Forfeited | (15,000) | (15,000) |
Number of Option, Outstanding ending | 6,930,000 | 6,930,000 |
Number of Option, Exercisable ending | 3,120,000 | 3,120,000 |
Weighted Average Exercise Price, Outstanding beginning | $ 1.17 | |
Weighted Average Exercise Price, Exercisable beginning | 0.33 | |
Weighted Average Exercise Price, Granted | 2 | |
Weighted Average Exercise Price, Vested | ||
Weighted Average Exercise Price, Forfeited | 2 | |
Weighted Average Exercise Price, Outstanding ending | $ 1.25 | 1.25 |
Weighted Average Exercise Price, Exercisable ending | $ 0.33 | $ 0.33 |
Weighted Average Remaining Contractual Life in Years, Outstanding beginning | 9 years 10 months 10 days | |
Weighted Average Remaining Contractual Life in Years, Exercisable beginning | 9 years 10 months 10 days | |
Weighted Average Remaining Contractual Life in Years, Outstanding ending | 9 years 1 month 16 days | |
Weighted Average Remaining Contractual Life in Years, Exercisable ending | 9 years 1 month 13 days | |
Aggregate Intrinsic value, Outstanding ending | $ 5,210,400 | $ 5,210,400 |
Aggregate Intrinsic value, Exercisable ending | $ 5,210,400 | $ 5,210,400 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 9 Months Ended |
Sep. 30, 2019shares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of warrants granted |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Number of Shares, Warrants Outstanding Beginning | shares | 353,250 |
Number of Shares, Warrants Exercisable Beginning | shares | 353,250 |
Number of Shares, Warrants granted | shares | |
Number of Shares, Warrants Forfeited or Expired | shares | |
Number of Shares, Warrants Outstanding Ending | shares | 353,250 |
Number of Shares, Warrants Exercisable Ending | shares | 353,250 |
Weighted Average Exercise Price Outstanding Beginning | $ / shares | $ 2.40 |
Weighted Average Exercise Price Exercisable, Beginning | $ / shares | 2.40 |
Weighted Average Exercise Price granted | $ / shares | |
Weighted Average Exercise Price Forfeited or Expired | $ / shares | |
Weighted Average Exercise Price Outstanding Ending | $ / shares | 2.40 |
Weighted Average Exercise Price Exercisable Ending | $ / shares | $ 2.40 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 2 years 10 months 6 days |
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 2 years 10 months 6 days |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 2 years 1 month 9 days |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 2 years 1 month 9 days |
Aggregate Intrinsic Value Exercisable | $ | |
Aggregate Intrinsic Value Exercisable | $ |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease term | 20 years | |
Lease expiration | Jul. 31, 2021 | |
Mortgage amount | $ 1,280,684 | |
Rental and equipment lease expenses | $ 176,500 | $ 159,600 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Four Month Unsecured Promissory Notes [Member] - USD ($) | Nov. 19, 2019 | Nov. 15, 2019 | Apr. 02, 2019 | Mar. 26, 2019 |
Lobo Holdings, LLC [Member] | ||||
Debt instrument, principal amount | $ 100,000 | |||
Debt instrument, interest rate | 18.00% | |||
Debt maturity date | Aug. 2, 2019 | |||
Kenar Overseas Corp [Member] | ||||
Debt instrument, principal amount | $ 1,000,000 | |||
Debt instrument, interest rate | 18.00% | |||
Debt maturity date | Jul. 26, 2019 | |||
Subsequent Event [Member] | Lobo Holdings, LLC [Member] | ||||
Debt instrument, principal amount | $ 100,000 | |||
Debt instrument, interest rate | 15.00% | |||
Debt maturity date | Mar. 31, 2020 | |||
Subsequent Event [Member] | Kenar Overseas Corp [Member] | ||||
Extended maturity date | Mar. 31, 2020 |