Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document And Entity Information | |
Entity Registrant Name | Blue Star Foods Corp. |
Entity Central Index Key | 0001730773 |
Document Type | 8-K/A |
Document Period End Date | Nov. 26, 2019 |
Amendment Flag | true |
Amendment Description | On December 2, 2019, Blue Star Foods Corp., a Delaware corporation (the "Company") filed with the Securities and Exchange Commission a Current Report on Form 8-K (the "Form 8-K") to report the acquisition by the Company of Coastal Pride Company, Inc., a South Carolina corporation, and related matters. This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend and restate the original Form 8-K in its entirety, and to supplement the original Form 8-K to include the financial statements and pro forma information required by Item 9.01. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheet
Condensed Balance Sheet - Coastal Pride Company, Inc [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | |||
Cash | $ 34,336 | $ 27,758 | |
Accounts receivable, net | 1,002,796 | 1,450,293 | 1,251,933 |
Inventory, net | 1,389,833 | 2,247,065 | 1,232,501 |
Other current assets and prepaid expense | 128,051 | 127,053 | 87,306 |
Total current assets | 2,555,016 | 3,852,169 | 2,571,740 |
FIXED ASSETS, net | 10,170 | 6,652 | 6,621 |
DEFERRED TAX ASSETS | 17,351 | 17,351 | 15,726 |
TOTAL ASSETS | 2,582,537 | 3,876,172 | 2,594,087 |
CURRENT LIABILITIES | |||
Accounts payable and accruals | 471,909 | 1,151,636 | 924,794 |
Cash overdraft | 7,982 | ||
Working capital line of credit | 1,091,954 | 1,678,169 | 793,805 |
Total current liabilities | 1,563,863 | 2,829,805 | 1,726,581 |
TOTAL LIABILITIES | 1,563,863 | 2,829,805 | 1,726,581 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDER'S EQUITY | |||
Common stock, $1.00 par value, 100,000 shares authorized; 1,265 shares issued and outstanding as of September 30, 2019, December 31, 2018 and December 31, 2017 respectively | 1,265 | 1,265 | 1,265 |
Additional paid-in capital | 110,359 | 110,359 | 110,359 |
Retained earnings | 907,050 | 934,743 | 755,882 |
TOTAL STOCKHOLDER'S EQUITY | 1,018,674 | 1,046,367 | 867,506 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 2,582,537 | $ 3,876,172 | $ 2,594,087 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - Coastal Pride Company, Inc [Member] - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 1 | $ 1 | $ 1 |
Common stock, shares authorized | 100,000 | 100,000 | 100,000 |
Common stock, shares issued | 1,265 | 1,265 | 1,265 |
Common stock, shares outstanding | 1,265 | 1,265 | 1,265 |
Condensed Statement of Operatio
Condensed Statement of Operations - Coastal Pride Company, Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
REVENUE, NET | $ 7,454,866 | $ 8,742,423 | $ 11,452,000 |
COST OF REVENUE | 6,724,187 | 7,437,904 | 9,891,865 |
GROSS PROFIT | 730,678 | 1,268,519 | 1,560,135 |
OPERATING EXPENSES: | |||
COMMISSIONS | 321,600 | 535,728 | 688,265 |
SALARIES & WAGES | 214,842 | 262,590 | 330,878 |
OTHER OPERATING EXPENSES | 193,191 | 189,859 | 245,953 |
TOTAL OPERATING EXPENSES | 729,633 | 988,177 | 1,265,096 |
INCOME FROM OPERATIONS | 1,045 | 280,342 | 295,039 |
OTHER INCOME (EXPENSE) : | |||
INTEREST EXPENSE | (50,822) | (28,001) | (39,605) |
OTHER INCOME | 22,084 | ||
TOTAL OTHER INCOME (EXPENSE) | (28,738) | (28,001) | (39,605) |
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES | (27,693) | 252,341 | 255,434 |
PROVISION FOR INCOME TAXES | 58,887 | 76,573 | |
NET INCOME (LOSS) | $ (27,693) | $ 193,454 | $ 178,861 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholder's Equity - Coastal Pride Company, Inc [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Stockholders' Equity [Member] |
Beginning balance at Dec. 31, 2017 | $ 1,265 | $ 110,359 | $ 755,882 | $ 867,506 |
Beginning balance, shares at Dec. 31, 2017 | 1,265 | |||
Net Income (Loss) | 193,454 | 193,454 | ||
Ending balance at Sep. 30, 2018 | $ 1,265 | 110,359 | 949,336 | 1,060,960 |
Ending balance, shares at Sep. 30, 2018 | 1,265 | |||
Beginning balance at Dec. 31, 2017 | $ 1,265 | 110,359 | 755,882 | 867,506 |
Beginning balance, shares at Dec. 31, 2017 | 1,265 | |||
Net Income (Loss) | 178,861 | 178,861 | ||
Ending balance at Dec. 31, 2018 | $ 1,265 | 110,359 | 934,743 | 1,046,367 |
Ending balance, shares at Dec. 31, 2018 | 1,265 | |||
Net Income (Loss) | (27,693) | (27,693) | ||
Ending balance at Sep. 30, 2019 | $ 1,265 | $ 110,359 | $ 907,050 | $ 1,018,674 |
Ending balance, shares at Sep. 30, 2019 | 1,265 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholder's Equity (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Coastal Pride Company, Inc [Member] | ||||
Common stock, par value | $ 1 | $ 1 | $ 1 | $ 1 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - Coastal Pride Company, Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net Income (Loss) | $ (27,693) | $ 193,454 | $ 178,861 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation of fixed assets | 3,636 | 6,001 | 4,888 |
Provision for bad debt | 13,350 | 13,155 | 11,111 |
Changes in operating assets and liabilities: | |||
Receivables | 434,147 | 152,367 | (209,471) |
Inventories | 857,232 | (243,144) | (1,014,564) |
Other current assets and prepaid expense | (998) | 10,122 | (39,747) |
Deferred tax asset | (1,625) | ||
Accounts payable and accruals | (679,727) | (31,856) | 226,842 |
Net cash provided by operating activities | 599,947 | 100,099 | (843,705) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of fixed assets | (7,154) | (4,919) | (4,919) |
Net cash used in investing activities | (7,154) | (4,919) | (4,919) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash Overdraft | (7,982) | (7,982) | |
Repayment from working capital lines of credit, net of proceeds | (586,215) | (59,439) | 884,364 |
Net cash used in financing activities | (586,215) | (67,421) | 876,382 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 6,578 | 27,759 | 27,758 |
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD | 27,758 | ||
CASH, AND CASH EQUIVALENTS - END OF PERIOD | 34,336 | 27,759 | 27,758 |
Supplemental Disclosure of Cash Flow Information | |||
Cash paid for interest expense | 50,822 | 28,001 | 39,605 |
Cash paid for income taxes | $ 26,700 | $ 81,858 | $ 78,588 |
Company Overview
Company Overview | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | ||
Company Overview | Note 1. Company Overview Located in Beaufort, South Carolina, Coastal Pride Company., Inc. (the “Company”) has been in business since January of 1992. The Company was formed under the laws of the State of South Carolina. The primary focus of the Company and current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines, Mexico, Venezuela and China and distributing it in the United States of America under several brand names such as Lubkin’s Coastal Pride, and Lubkin’s First Choice. | Note 1. Company Overview Located in Beaufort, South Carolina, Coastal Pride Company, Inc. (the “Company”) has been in business since January of 1992. The Company was formed under the laws of the State of South Carolina. The primary focus of the Company and current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines, Mexico, Venezuela and China and distributing it in the United States of America under several brand names such as Lubkin’s Coastal Pride, and Lubkin’s First Choice. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) 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 financial statements and notes thereto which are included in this Current Report on Form 8K/A for a broader discussion of our business and the risks inherent in such business. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. Cash, Restricted Cash and Cash Equivalents For financial reporting purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Revenue Recognition The Company recognizes revenue when products are shipped, the risks of ownership transfer to the customer and collectability is reasonably assured. Revenue is stated net of sales returns and allowances. Revenue is inclusive of shipping and handling fees and all related costs of shipping and handling related to sales to customers are categorized as cost of revenue. For the sale of certain third-party products, the Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to the customers or the net amount earned as revenue share. Generally, when the Company records revenue on a gross basis, the Company is the primary obligor in a transaction, and has also considered other factors, including whether the Company is subject to inventory risk or have latitude in establishing prices. For the nine months ended September 30, 2019 and 2018, the Company has recognized approximately $5,000 and $56,000 of revenue, respectively, on a net basis as the Company acts as an agent for one of its customers. Income Taxes The Company assesses its tax positions in accordance with ASC 740, Income Taxes | Note 2. Summary of Significant Accounting Policies Basis of Presentation: The accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Cash, Restricted Cash and Cash Equivalents For financial reporting purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts. They are stated at estimated net realizable value. As of December 31, 2018 and 2017, the Company recorded allowances for doubtful accounts of $16,357 and $5,246, respectively. Inventories Substantially all of the Company’s inventory consists of packaged crab meat located in public cold storage facilities and merchandise in transit from suppliers. The cost of inventory is primarily determined using the specific identification method. Inventory is valued at the lower of cost or net realizable value, using the first-in, first-out method. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company had in-transit inventory of approximately $739,044 and $266,334 as of December 31, 2018 and December 31, 2017, respectively. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. The Company did not record an inventory allowance for the years ended December 31, 2018 and December 31, 2017. Fixed Assets Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Furniture and fixtures 7 to 10 years Computer equipment 5 years Computer Software 3 years Leasehold improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease term. The Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful life of the fixed assets. Revenue Recognition The Company recognizes revenue when the products are shipped, the risks of ownership transfer to the customer and collectability is reasonably assured. Revenue is stated net of sales returns and allowances. Revenue is inclusive of shipping and handling fees and all related costs of shipping and handling related to sales to customers are categorized as cost of revenue. For the sale of certain third-party products, the Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to the customers or the net amount earned as revenue share. Generally, when the Company records revenue on a gross basis, the Company is the primary obligor in a transaction, and has also considered other factors, including whether the Company is subject to inventory risk or has latitude in establishing prices. For the year ended December 31, 2018, the Company has recognized approximately $93,000 on a net basis as the Company acts as an agent for one of its customers. Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $2,642 for the year ended December 31, 2018. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimate of income taxes, useful life of fixed assets, and allowance for doubtful accounts. Customer Concentration No customer accounted for more than 10% of the Company’s revenues for the year ended December 31, 2018. Supplier Concentration The Company had four suppliers who accounted for more than 10% of the Company’s total purchases during the year ended December 31, 2018 as follows: Country % of Total Indonesia 39 % Mexico 30 % Venezuela 20 % The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position. Fair Value of Financial Instruments The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. The Company believes the carrying values of its financial instruments approximate their fair values because they are short term in nature or payable on demand. Income Taxes The Company assesses its tax positions in accordance with ASC 740, Income Taxes Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Interest and penalties related to uncertain tax positions, if any, are classified as a component of income tax expense. The Company believes that it does not have any significant uncertain tax positions requiring recognition or measurement in the accompanying financial statements. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on its results of operations, cash flows or financial condition. In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on its results of operations, cash flows or financial condition. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |
Fixed Assets | Note 3. Fixed Assets Fixed assets comprised the following at December 31: 2018 2017 Computer equipment $ 22,514 $ 22,514 Computer Software 16,212 16,212 Leasehold improvements 4,919 - Office Furniture and Equipment 3,477 3,477 Total 47,122 42,203 Less: Accumulated depreciation and amortization (40,470 ) (35,582 ) Fixed assets, net $ 6,652 $ 6,621 For the year ended December 31, 2018 depreciation and amortization expense of fixed assets totaled approximately $4,888. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | ||
Debt | Note 3. Debt Working Capital Line of Credit The Company secured a $2,000,000 working capital line of credit from Regions Bank on June 10, 2013 which is secured by the Company’s trade accounts receivable and inventory and personally guaranteed by the Company’s stockholders. The note was last amended on July 16, 2019 to extend its expiration date through July 16, 2020. The maximum amount that can be drawn on the line of credit is equal to the lesser of $2,000,000 or the sum of 80% of the aggregate amount of eligible accounts receivable plus 50% of the aggregate amount of eligible inventory not to exceed $1,000,000. Eligible accounts receivable exclude trade accounts receivable with balances over 90 days, the entire account for any debtor whose balance over 90 days exceeds 25% of the debtor’s total balance and the portion of the accounts of any single debtor which exceeds 20% of the Company’s total accounts receivable balance. Eligible inventory excludes inventory older than 12 months, inventory not owned by the Company free and clear, and inventory which is obsolete, damaged, or defective. Eligible accounts receivable and inventory serve as the collateral for the line of credit. The interest rate is 2.750 percentage points plus the LIBOR index resulting in an initial rate of 5.075% per annum based on a year of 360 days, and is payable monthly. The interest rate was 4.77% at September 30, 2019. Interest was approximately $51,000 and $28,000 for the nine months ending September 30, 2019 and 2018, respectively, all of which was expensed. | Note 4. Working Capital Line of Credit The Company secured a $2,000,000 working capital line of credit from Regions Bank on June 10, 2013. The note was last renewed on July 16, 2019 extending its expiration date through July 16, 2020. The note is secured by the Company’s trade accounts receivable and inventory and has been guaranteed by certain key employees of the Company. The maximum amount that can be drawn on the line of credit is limited to the lesser of $2,000,000 or the sum of 80% of the aggregate amount of eligible accounts receivable plus 50% of the aggregate amount of eligible inventory not to exceed $1,000,000. Eligible accounts receivable exclude trade accounts receivable balances over 90 days, the entire account for any debtor whose balance over 90 days exceeds 25% of the debtor’s total balance and the portion of the accounts of any single debtor which exceeds 20% of the Company’s total accounts receivable balance. Eligible inventory excludes inventory older than 12 months, inventory not owned by the Company free and clear, and inventory which is obsolete, damaged, or defective. The eligible accounts receivable and inventory as defined above serve as the collateral for the line of credit. Interest is charged at 2.750 percentage points plus the LIBOR index resulting in an initial rate of 5.075% per annum based on a year of 360 days, and is payable monthly. The interest rate was 5.25375% at December 31, 2018. Interest on the Regions Bank line of credit was $39,605 for 2018, all of which was expensed. The working capital line of credit from Regions Bank is backed by personal guarantees from all five Company stockholders. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | ||
Commitment and Contingencies | Note 4. Commitment and Contingencies Office lease The Company leases office space from Janet S. Lubkin for $1,255 per month and from 307, LLC for $580 for seven months and then $750 for five months, both related parties through common family beneficial ownership. The lease with Janet S. Lubkin expires on December 31, 2024. The lease with 307, LLC expires on December 31, 2023and may be renewal for five years with an increased rent clause. Rental expenses amounted to approximately $18,045 and 16,855 for the nine months ended September 30, 2019 and 2018, respectively. Legal Contingencies There are no pending legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. | Note 5. Commitment and Contingencies Commitment The Company leases its office space from a related party for $1,255 per month. The lease expires on December 31, 2024. The Company leases its additional office space from an entity controlled by officers and stockholders of the Company for $580 for the first seven months of the year and then $750 for the remaining months. The lease expires on December 31, 2023 and has a one-time renewal option for five years with an increased rent clause. At December 31, 2018, future minimum lease payments under operating lease agreements are as follows: 2019 24,060 2020 24,060 2021 24,060 2022 24,060 2023 24,060 $ 120,300 Rent expenses amounted to approximately $22,870 for the year ended December 31, 2018. Legal Contingencies There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |
Employee Benefit Plan | Note 6. Employee Benefit Plan The Company established a retirement plan under Internal Revenue Code Section 408(p), commonly known as a SIMPLE Retirement Plan, covering substantially all of its employees. All employees with $5,000 in compensation in the prior year are eligible to participate. Employees may make elective contributions to the plan up to $12,500 or $15,500 for those older than 50 years. The Company is required to match the employee’s contribution up to 3% of the employee’s compensation for the year. Alternatively, the Company can contribute 1% of the employee’s compensation in no more than two out of any five-year period if it notifies the employees in writing of the lower percentage. The Company may also elect to contribute an additional contribution of 2% of compensation for each employee eligible to participate who has at least $5,000 of compensation for the year. The Company contributed matching funds to the retirement plan of $19,757 for 2018 and had accrued liabilities for withholding and matching funds payable totaling $27,623 and $11,596 as of December 31, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |
Income Taxes | Note 7. Income Taxes The provision for income taxes for the years ended December 31, 2018 and 2017 consisted of the following: 2018 2017 Current Federal $ 62,839 $ 49,108 State 15,749 8,853 Deferred Federal (1,470 ) (11,537 ) State (545 ) (1,878 ) Change in valuation allowance - - Income tax provision (benefit) $ 76,573 $ 44,546 2018 2017 Deferred tax assets: Allowance for doubtful accounts $ 4,253 $ 1,364 Accrued Commissions/ Bonuses 13,098 14,362 Deferred tax liabilities Tax Depreciation in Excess of Book (501 ) (1,106 ) Prepaid Insurance (2,860 ) (2,647 ) Change in valuation allowance - - Net deferred tax assets: $ 13,990 $ 11,973 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | ||
Related Party Transactions | Note 5. Related Party Transactions The Company leases its office spaces from a related party and an entity controlled by officers and stockholders of the Company. The Working Capital Line of Credit from Regions Bank is backed by personal guarantees from all five Company stockholders. | Note 8. Related Party Transactions The Company leases its office spaces from a related party and an entity controlled by officers and stockholders of the Company. The working capital line of credit from Regions Bank is backed by personal guarantees from all five Company stockholders. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | ||
Subsequent Events | Note 6. Subsequent Events On November 26, 2019, the shareholders of Coastal Pride Company, Inc. executed an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with John Keeler & Co., Inc. (“Purchaser”) and Coastal Pride Seafood, LLC, a Florida limited liability company and newly-formed, wholly-owned subsidiary of the Purchaser (the “Acquisition Subsidiary” and, upon the effective date of the Merger, the “Surviving Company”). Pursuant to the terms of the Merger Agreement, the Company merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Merger”). Pursuant to the terms of the Merger Agreement, the following consideration was paid by the Purchaser: (i) an aggregate of $394,622 in cash ; (ii) a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by the Purchaser to Walter Lubkin Jr. (“Walter Jr.”); (iii) three-year 4% convertible promissory notes in the aggregate principal amount of $210,000 (collectively, the “Sellers Notes” and together with the Lubkin Note, the “Notes”), issued by the Purchaser to Tracy Lubkin Greco (“Greco”), Walter F. Lubkin III (“Walter III”) and John C. Lubkin (“Lubkin”), pro rata to their ownership of the Company immediately prior to the Merger; (iii) 500,000 shares of common stock ofBlue Star Foods Corp. issued to Walter Jr.; and (iii) an aggregate of 795,000 shares of common stock of Blue Star Foods Corp., issued to Greco, Walter III and Lubkin, pro rata to their ownership of the Company immediately prior to the Merger. . The Notes are subject to a right of offset against the Sellers’ indemnification obligations as described in the Merger Agreement and are subordinate and subject to prior payment of all indebtedness of the Purchaser under the Loan Agreement with ACF Finco I LP , as described below. Principal and interest under the Lubkin Note are payable quarterly, commencing February 26, 2020, in an amount equal to the lesser of (i) $25,000 and (i) 25% of the Surviving Company’s quarterly earnings before interest, tax, depreciation and amortization. One-sixth of the principal and interest under the Sellers Notes are payable quarterly commencing on August 26, 2021. The Sellers Notes are convertible into shares of common stock of the Company at the Seller’s option, at any time after the first anniversary of the date of the Note, at the rate of one share for each $2.00 of principal and/or interest so converted. The Purchaser has the right to prepay the Notes in whole or in part at any time without penalty or premium. The Merger was accounted for as a “forward 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 Coastal Pride Seafood, LLC. On November 26, 2019 the Regions line of credit was paid in full, the guarantors were released from their obligation as part of the Merger transaction as described above. | Note 9. Subsequent Events The Company evaluated its December 31, 2018 financial statements for subsequent events through October 18, 2019, the date the financial statements were available to be issued. The Company is not aware of any other subsequent events which would require recognition or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) - Coastal Pride Company, Inc [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) 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 financial statements and notes thereto which are included in this Current Report on Form 8K/A for a broader discussion of our business and the risks inherent in such business. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. | Basis of Presentation: The accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Cash, Restricted Cash and Cash Equivalents | Cash, Restricted Cash and Cash Equivalents For financial reporting purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | Cash, Restricted Cash and Cash Equivalents For financial reporting purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts. They are stated at estimated net realizable value. As of December 31, 2018 and 2017, the Company recorded allowances for doubtful accounts of $16,357 and $5,246, respectively. | |
Inventories | Inventories Substantially all of the Company’s inventory consists of packaged crab meat located in public cold storage facilities and merchandise in transit from suppliers. The cost of inventory is primarily determined using the specific identification method. Inventory is valued at the lower of cost or net realizable value, using the first-in, first-out method. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company had in-transit inventory of approximately $739,044 and $266,334 as of December 31, 2018 and December 31, 2017, respectively. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. The Company did not record an inventory allowance for the years ended December 31, 2018 and December 31, 2017. | |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Furniture and fixtures 7 to 10 years Computer equipment 5 years Computer Software 3 years Leasehold improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease term. The Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful life of the fixed assets. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when products are shipped, the risks of ownership transfer to the customer and collectability is reasonably assured. Revenue is stated net of sales returns and allowances. Revenue is inclusive of shipping and handling fees and all related costs of shipping and handling related to sales to customers are categorized as cost of revenue. For the sale of certain third-party products, the Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to the customers or the net amount earned as revenue share. Generally, when the Company records revenue on a gross basis, the Company is the primary obligor in a transaction, and has also considered other factors, including whether the Company is subject to inventory risk or have latitude in establishing prices. For the nine months ended September 30, 2019 and 2018, the Company has recognized approximately $5,000 and $56,000 of revenue, respectively, on a net basis as the Company acts as an agent for one of its customers. | Revenue Recognition The Company recognizes revenue when the products are shipped, the risks of ownership transfer to the customer and collectability is reasonably assured. Revenue is stated net of sales returns and allowances. Revenue is inclusive of shipping and handling fees and all related costs of shipping and handling related to sales to customers are categorized as cost of revenue. For the sale of certain third-party products, the Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to the customers or the net amount earned as revenue share. Generally, when the Company records revenue on a gross basis, the Company is the primary obligor in a transaction, and has also considered other factors, including whether the Company is subject to inventory risk or has latitude in establishing prices. For the year ended December 31, 2018, the Company has recognized approximately $93,000 on a net basis as the Company acts as an agent for one of its customers. |
Advertising | Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $2,642 for the year ended December 31, 2018. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimate of income taxes, useful life of fixed assets, and allowance for doubtful accounts. | |
Customer Concentration | Customer Concentration No customer accounted for more than 10% of the Company’s revenues for the year ended December 31, 2018. | |
Supplier Concentration | Supplier Concentration The Company had four suppliers who accounted for more than 10% of the Company’s total purchases during the year ended December 31, 2018 as follows: Country % of Total Indonesia 39 % Mexico 30 % Venezuela 20 % The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. The Company believes the carrying values of its financial instruments approximate their fair values because they are short term in nature or payable on demand. | |
Income Taxes | Income Taxes The Company assesses its tax positions in accordance with ASC 740, Income Taxes | Income Taxes The Company assesses its tax positions in accordance with ASC 740, Income Taxes Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Interest and penalties related to uncertain tax positions, if any, are classified as a component of income tax expense. The Company believes that it does not have any significant uncertain tax positions requiring recognition or measurement in the accompanying financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on its results of operations, cash flows or financial condition. In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on its results of operations, cash flows or financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) - Coastal Pride Company, Inc [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Estimated Useful Life of Asset | Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Furniture and fixtures 7 to 10 years Computer equipment 5 years Computer Software 3 years |
Schedule of Concentration of Risk | The Company had four suppliers who accounted for more than 10% of the Company’s total purchases during the year ended December 31, 2018 as follows: Country % of Total Indonesia 39 % Mexico 30 % Venezuela 20 % |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |
Schedule of Fixed Assets | Note 3. Fixed Assets Fixed assets comprised the following at December 31: 2018 2017 Computer equipment $ 22,514 $ 22,514 Computer Software 16,212 16,212 Leasehold improvements 4,919 - Office Furniture and Equipment 3,477 3,477 Total 47,122 42,203 Less: Accumulated depreciation and amortization (40,470 ) (35,582 ) Fixed assets, net $ 6,652 $ 6,621 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |
Schedule of Future Minimum Lease Payments Under Operating Lease | At December 31, 2018, future minimum lease payments under operating lease agreements are as follows: 2019 24,060 2020 24,060 2021 24,060 2022 24,060 2023 24,060 $ 120,300 |
Income Taxes (Tables)
Income Taxes (Tables) - Coastal Pride Company, Inc [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Income Tax Provision (Benefit) | Note 7. Income Taxes The provision for income taxes for the years ended December 31, 2018 and 2017 consisted of the following: 2018 2017 Current Federal $ 62,839 $ 49,108 State 15,749 8,853 Deferred Federal (1,470 ) (11,537 ) State (545 ) (1,878 ) Change in valuation allowance - - Income tax provision (benefit) $ 76,573 $ 44,546 |
Schedule of Deferred Tax Assets and Liabilities | 2018 2017 Deferred tax assets: Allowance for doubtful accounts $ 4,253 $ 1,364 Accrued Commissions/ Bonuses 13,098 14,362 Deferred tax liabilities Tax Depreciation in Excess of Book (501 ) (1,106 ) Prepaid Insurance (2,860 ) (2,647 ) Change in valuation allowance - - Net deferred tax assets: $ 13,990 $ 11,973 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |||
Revenue recognized | $ 5,000 | $ 56,000 | $ 93,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details Narrative) (10-K) - Coastal Pride Company, Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowances for doubtful accounts | $ 16,357 | $ 5,246 | ||
In-transit inventory | 739,044 | 266,334 | ||
Allowance for inventory | ||||
Revenue recognized | $ 5,000 | $ 56,000 | 93,000 | |
Advertising expenses | $ 2,642 | |||
Concentration risk percentage | 10.00% | |||
Four Suppliers [Member] | ||||
Concentration risk percentage | 10.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Asset (Details) (10-K) - Coastal Pride Company, Inc [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property plant and equipment useful life | 7 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property plant and equipment useful life | 10 years |
Computer Equipment [Member] | |
Property plant and equipment useful life | 5 years |
Computer Software [Member] | |
Property plant and equipment useful life | 3 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Concentration of Risk (Details) (10-K) - Coastal Pride Company, Inc [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Concentration risk percentage | 10.00% |
Indonesia [Member] | |
Concentration risk percentage | 39.00% |
Mexico [Member] | |
Concentration risk percentage | 30.00% |
Venezuela [Member] | |
Concentration risk percentage | 20.00% |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Coastal Pride Company, Inc [Member] | |||
Depreciation and amortization expense of fixed assets | $ 3,636 | $ 6,001 | $ 4,888 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) (10-K) - Coastal Pride Company, Inc [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 47,122 | $ 42,203 | |
Less: Accumulated depreciation and amortization | (40,470) | (35,582) | |
Fixed assets, net | $ 10,170 | 6,652 | 6,621 |
Computer Equipment [Member] | |||
Total | 22,514 | 22,514 | |
Computer Software [Member] | |||
Total | 16,212 | 16,212 | |
Leasehold Improvements [Member] | |||
Total | 4,919 | ||
Office Furniture and Equipment [Member] | |||
Total | $ 3,477 | $ 3,477 |
Debt (Details Narrative)
Debt (Details Narrative) - Coastal Pride Company, Inc [Member] - USD ($) | Jun. 10, 2013 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Working capital line of credit | $ 1,091,954 | $ 1,678,169 | $ 793,805 | ||
Line of credit is equal to the lesser | $ 2,000,000 | $ 2,000,000 | |||
Line of credit, description | The line of credit is equal to the lesser of $2,000,000 or the sum of 80% of the aggregate amount of eligible accounts receivable plus 50% of the aggregate amount of eligible inventory not to exceed $1,000,000. | The line of credit is limited to the lesser of $2,000,000 or the sum of 80% of the aggregate amount of eligible accounts receivable plus 50% of the aggregate amount of eligible inventory not to exceed $1,000,000. | |||
Line of credit, interest rate | 4.77% | 5.2537% | |||
Interest Expenses | $ 50,822 | $ 28,001 | $ 39,605 | ||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of credit, interest rate | 2.75% | 2.75% | |||
Initial Rate [Member] | |||||
Line of credit, interest rate | 5.075% | 5.075% | |||
Accounts Receivable [Member] | |||||
Line of credit, description | Eligible accounts receivable exclude trade accounts receivable with balances over 90 days, the entire account for any debtor whose balance over 90 days exceeds 25% of the debtor's total balance and the portion of the accounts of any single debtor which exceeds 20% of the Company's total accounts receivable balance. | Eligible accounts receivable exclude trade accounts receivable balances over 90 days, the entire account for any debtor whose balance over 90 days exceeds 25% of the debtor's total balance and the portion of the accounts of any single debtor which exceeds 20% of the Company's total accounts receivable balance. | |||
Maximum [Member] | |||||
Aggregate inventory eligible amount | $ 1,000,000 | $ 1,000,000 | |||
Regions Bank [Member] | |||||
Working capital line of credit | $ 2,000,000 | ||||
Expiration date | Jul. 16, 2020 |
Working Capital Line of Credit
Working Capital Line of Credit (Details Narrative) (10-K) - Coastal Pride Company, Inc [Member] - USD ($) | Jun. 10, 2013 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Working capital line of credit | $ 1,091,954 | $ 1,678,169 | $ 793,805 | ||
Line of credit is equal to the lesser | $ 2,000,000 | $ 2,000,000 | |||
Line of credit, description | The line of credit is equal to the lesser of $2,000,000 or the sum of 80% of the aggregate amount of eligible accounts receivable plus 50% of the aggregate amount of eligible inventory not to exceed $1,000,000. | The line of credit is limited to the lesser of $2,000,000 or the sum of 80% of the aggregate amount of eligible accounts receivable plus 50% of the aggregate amount of eligible inventory not to exceed $1,000,000. | |||
Line of credit, interest rate | 4.77% | 5.2537% | |||
Interest expenses | $ 50,822 | $ 28,001 | $ 39,605 | ||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of credit, interest rate | 2.75% | 2.75% | |||
Initial Rate [Member] | |||||
Line of credit, interest rate | 5.075% | 5.075% | |||
Accounts Receivable [Member] | |||||
Line of credit, description | Eligible accounts receivable exclude trade accounts receivable with balances over 90 days, the entire account for any debtor whose balance over 90 days exceeds 25% of the debtor's total balance and the portion of the accounts of any single debtor which exceeds 20% of the Company's total accounts receivable balance. | Eligible accounts receivable exclude trade accounts receivable balances over 90 days, the entire account for any debtor whose balance over 90 days exceeds 25% of the debtor's total balance and the portion of the accounts of any single debtor which exceeds 20% of the Company's total accounts receivable balance. | |||
Maximum [Member] | |||||
Aggregate inventory eligible amount | $ 1,000,000 | $ 1,000,000 | |||
Regions Bank [Member] | |||||
Working capital line of credit | $ 2,000,000 | ||||
Expiration date | Jul. 16, 2020 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - Coastal Pride Company, Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Leases expense | $ 18,045 | $ 16,855 | $ 22,870 |
Lease expiration date | Dec. 31, 2023 | Dec. 31, 2023 | |
Lease renewal term | 5 years | 5 years | |
Seven Months [Member] | |||
Leases expense | $ 580 | $ 580 | |
Five Months [Member] | |||
Leases expense | 750 | $ 750 | |
Janet S. Lubkin [Member] | |||
Leases expense | $ 1,255 | ||
Lease expiration date | Dec. 31, 2024 |
Commitment and Contingencies _2
Commitment and Contingencies (Details Narrative) (10-K) - Coastal Pride Company, Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Leases expense | $ 18,045 | $ 16,855 | $ 22,870 |
Lease expiration date | Dec. 31, 2023 | Dec. 31, 2023 | |
Lease renewal term | 5 years | 5 years | |
Seven Months [Member] | |||
Leases expense | $ 580 | $ 580 | |
Five Months [Member] | |||
Leases expense | $ 750 | 750 | |
Officers and Stockholders [Member] | |||
Leases expense | $ 1,255 | ||
Lease expiration date | Dec. 31, 2024 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Future Minimum Lease Payments Under Operating Lease (Details) (10-K) - Coastal Pride Company, Inc [Member] | Dec. 31, 2018USD ($) |
2019 | $ 24,060 |
2020 | 24,060 |
2021 | 24,060 |
2022 | 24,060 |
2023 | 24,060 |
Future minimum lease payments | $ 120,300 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) (10-K) - Coastal Pride Company, Inc [Member] - SIMPLE Retirement Plan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee compensation | $ 5,000 | |
Employees elective contributions description | Employees may make elective contributions to the plan up to $12,500 or $15,500 for those older than 50 years. | |
Employees contribution percentage | 3.00% | |
Employer contribution percentage description | Alternatively, the Company can contribute 1% of the employee's compensation in no more than two out of any five-year period if it notifies the employees in writing of the lower percentage. The Company may also elect to contribute an additional contribution of 2% of compensation for each employee eligible to participate who has at least $5,000 of compensation for the year. | |
Employer contribution percenatge | 1.00% | |
Addtional employer contribution percenatge of match | 2.00% | |
Employer matching funds to retirement plan | $ 19,757 | |
Accrued liabilities for withholding and matching funds payable | $ 27,623 | $ 11,596 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) (10-K) - Coastal Pride Company, Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current - Federal | $ 62,839 | $ 49,108 | ||
Current - State | 15,749 | 8,853 | ||
Deferred - Federal | (1,470) | (11,537) | ||
Deferred - State | (545) | (1,878) | ||
Change in valuation allowance | ||||
Income tax provision (benefit) | $ 58,887 | $ 76,573 | $ 44,546 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - Coastal Pride Company, Inc [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 4,253 | $ 1,364 |
Accrued Commissions/ Bonuses | 13,098 | 14,362 |
Tax Depreciation in Excess of Book | (501) | (1,106) |
Prepaid Insurance | (2,860) | (2,647) |
Change in valuation allowance | ||
Net deferred tax assets | $ 13,990 | $ 11,973 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Coastal Pride Company, Inc [Member] - USD ($) | Nov. 26, 2019 | Feb. 26, 2020 |
After First Anniversary Date [Member] | ||
Debt conversion price | $ 2 | |
Lubkin Note [Member] | ||
Debt principal amount | $ 25,000 | |
Interest rate | 25.00% | |
Merger Agreement [Member] | Walter Lubkin Jr [Member] | ||
Number of shares issued | 500,000 | |
Merger Agreement [Member] | Tracy Lubkin Greco, Walter F. Lubkin and John C. Lubkin [Member] | ||
Number of shares issued | 795,000 | |
Merger Agreement [Member] | Tracy Lubkin Greco, Walter F. Lubkin and John C. Lubkin [Member] | 4% Convertible Promissory Note [Member] | ||
Debt principal amount | $ 210,000 | |
Merger Agreement [Member] | John Keeler & Co., Inc [Member] | ||
Cash acquired for purchase | $ 394,622 | |
Merger Agreement [Member] | John Keeler & Co., Inc [Member] | Walter Lubkin Jr [Member] | 4% Promissory Note [Member] | ||
Debt term | 5 years | |
Debt principal amount | $ 500,000 | |
Merger Agreement [Member] | John Keeler & Co., Inc [Member] | Tracy Lubkin Greco, Walter F. Lubkin and John C. Lubkin [Member] | 4% Convertible Promissory Note [Member] | ||
Debt term | 3 years |