Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Blue Star Foods Corp. | |
Entity Central Index Key | 0001730773 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 | 19,772,878 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 104,633 | $ 55,644 |
Restricted Cash | 42,003 | 282,043 |
Accounts Receivable, net | 718,163 | 1,082,468 |
Inventory, net | 605,649 | 1,832,661 |
Advances to related party | 1,299,984 | 1,299,984 |
Other current assets | 222,446 | 176,925 |
Total Current Assets | 2,992,878 | 4,729,725 |
RELATED PARTY LONG-TERM RECEIVABLE | 455,545 | 455,545 |
FIXED ASSETS, net | 18,979 | 20,064 |
RIGHT OF USE ASSET | 92,386 | 99,472 |
INTANGIBLE ASSETS, net | ||
Trademarks | 774,448 | 788,614 |
Customer relationships | 1,121,792 | 1,145,831 |
Non-compete agreements | 26,672 | 29,171 |
Total Intangible Assets | 1,922,912 | 1,963,616 |
GOODWILL | 445,395 | 445,395 |
OTHER ASSETS | 120,139 | 108,088 |
TOTAL ASSETS | 6,048,234 | 7,821,905 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 881,424 | 1,607,490 |
Working capital line of credit | 780,288 | 1,805,907 |
Current maturities of long-term debt | 74,389 | |
Current maturities of lease liabilities | 29,649 | 29,337 |
Current maturities of related party long-term notes | 225,000 | 195,000 |
Related party notes payable | 972,500 | 972,500 |
Related party notes payable - Subordinated | 1,299,712 | 1,299,712 |
Other current liabilities | 1,311,569 | 1,346,838 |
Total Current Liabilities | 5,574,531 | 7,256,784 |
LONG -TERM LIABILITIES | ||
Long-term lease liability | 62,409 | 69,844 |
Payroll protection program loan | 297,555 | |
Related party long-term notes | 485,000 | 515,000 |
TOTAL LIABILITIES | 6,419,495 | 7,841,628 |
STOCKHOLDERS' DEFICIT | ||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 1,413 shares issued and outstanding as of March 31, 2021, and December 31, 2020 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,633,161 shares issued and outstanding as of March 31, 2021, and 19,580,721 shares issued and outstanding as of December 31, 2020 | 1,964 | 1,958 |
Additional paid-in capital | 13,643,656 | 13,488,836 |
Accumulated deficit | (14,016,881) | (13,510,517) |
TOTAL STOCKHOLDERS' DEFICIT | (371,261) | (19,723) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 6,048,234 | $ 7,821,905 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 19,633,161 | 19,580,721 | |
Common stock, shares outstanding | 19,633,161 | 19,580,721 | |
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 | |
Preferred stock dividend percentage | 8.00% | 8.00% |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE, NET | $ 2,485,891 | $ 4,571,614 |
COST OF REVENUE | 2,183,112 | 4,148,398 |
GROSS PROFIT | 302,779 | 423,216 |
COMMISSIONS | 4,794 | 66,829 |
SALARIES AND WAGES | 380,596 | 409,181 |
DEPRECIATION AND AMORTIZATION | 44,079 | 77,765 |
OTHER OPERATING EXPENSES | 317,398 | 446,433 |
LOSS FROM OPERATIONS | (444,088) | (576,992) |
OTHER INCOME | 76,518 | |
INTEREST EXPENSE | (110,534) | (276,655) |
NET LOSS | (478,104) | (853,647) |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (3,240) | |
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | (478,104) | (850,407) |
DIVIDEND ON PREFERRED STOCK | 28,260 | 28,259 |
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP COMMON STOCKHOLDERS | (506,364) | (878,666) |
COMPREHENSIVE LOSS: | ||
TRANSLATION ADJUSTMENT ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 14,606 | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 11,366 | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | $ (478,104) | $ (850,407) |
Loss per basic and diluted common share: | ||
Basic net loss per common share | $ (0.03) | $ (0.05) |
Basic weighted average common shares outstanding | 19,594,888 | 17,589,705 |
Fully diluted net loss per common share | $ (0.03) | $ (0.05) |
Fully diluted weighted average common shares outstanding | 19,594,888 | 17,589,705 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Blue Star Foods Corp. Stockholders' Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,761 | $ 8,789,021 | $ (8,952,466) | $ (161,684) | $ (358,028) | $ (519,712) | |
Balance, shares at Dec. 31, 2019 | 1,413 | 17,589,705 | |||||
Stock based compensation | 34,846 | 34,846 | 34,846 | ||||
Series A preferred 8% dividend issued in common stock | $ 1 | 28,258 | (28,259) | ||||
Series A preferred 8% dividend issued in common stock, shares | 14,130 | ||||||
Net Loss | (850,407) | (850,407) | (3,240) | (853,647) | |||
Comprehensive Income | 14,606 | 14,606 | |||||
Balance at Mar. 31, 2020 | $ 1,762 | 8,852,125 | (9,831,132) | (977,245) | (346,662) | (1,323,907) | |
Balance, shares at Mar. 31, 2020 | 1,413 | 17,603,835 | |||||
Balance at Dec. 31, 2020 | $ 1,958 | 13,488,836 | (13,510,517) | (19,723) | (19,723) | ||
Balance, shares at Dec. 31, 2020 | 1,413 | 19,580,721 | |||||
Stock based compensation | 30,319 | 30,319 | 30,319 | ||||
Series A preferred 8% dividend issued in common stock | $ 1 | 28,259 | (28,260) | ||||
Series A preferred 8% dividend issued in common stock, shares | 11,975 | ||||||
Common stock issued for service | $ 5 | 96,242 | 96,247 | 96,247 | |||
Common stock issued for service, shares | 40,465 | ||||||
Net Loss | (478,104) | (478,104) | (478,104) | ||||
Comprehensive Income | |||||||
Balance at Mar. 31, 2021 | $ 1,964 | $ 13,643,656 | $ (14,016,881) | $ (371,261) | $ (371,261) | ||
Balance, shares at Mar. 31, 2021 | 1,413 | 19,633,161 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock dividend percentage | 8.00% | 8.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (478,104) | $ (853,647) |
Adjustments to reconcile net loss to net cash provided in operating activities: | ||
Stock based compensation | 30,319 | 34,846 |
Common stock issued for service | 96,247 | |
Depreciation of fixed assets | 1,085 | 9,145 |
Amortization of right of use asset | 43,730 | |
Amortization of intangible assets | 42,327 | 40,384 |
Amortization of loan costs | 667 | 25,988 |
Deferred taxes | 8,362 | |
Lease expense | 7,086 | |
Bad debt expense | 90 | |
Allowance for inventory obsolescence | 43,090 | 146,853 |
Changes in operating assets and liabilities: | ||
Accounts receivables | 364,215 | 149,602 |
Inventories | 1,183,922 | 3,053,140 |
Advances to affiliated supplier | (15,999) | |
Other current assets | (45,521) | 23,409 |
Right of use liability | (7,123) | (39,064) |
Other assets | (14,341) | |
Accounts payable and accruals | (726,066) | (768,896) |
Other current liabilities | (35,269) | |
Net Cash Provided by Operating Activities | 462,624 | 1,857,853 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (13,230) | |
Net Cash Used in Investing Activities | (13,230) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from working capital line of credit | 2,508,585 | 2,407,538 |
Proceeds from PPP loan | 371,944 | |
Repayments of working capital line of credit | (3,534,204) | (4,336,132) |
Payments of loan costs | (70,000) | |
Net Cash Used in Financing Activities | (653,675) | (1,998,594) |
Effect of Exchange Rate Changes on Cash | 14,606 | |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (191,051) | (139,365) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD | 337,687 | 195,810 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | 146,636 | 56,445 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY | ||
Series A preferred 8% dividend issued in common stock | 28,260 | 28,259 |
Operating lease assets recognized in exchange for operating lease liabilities | 28,137 | |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | $ 291,038 | $ 276,655 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Series A Common Stock [Member] | ||
Preferred stock, dividend percentage | 8.00% | 8.00% |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Note 1. Company Overview Blue Star Foods Corp. (“we”, “our”, the “Company”) is an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company was formed under the laws of the State of Delaware. The Company’s 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 and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh. On November 26, 2019, Keeler & Co., a wholly-owned direct subsidiary of the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, 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” or “Coastal Pride”), and The Walter F. Lubkin, Jr. Irrevocable Trust dated January 8, 2003 (the “Trust”), Walter F. Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John C. Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company, Inc. immediately prior to the Coastal Merger (collectively, the “Sellers”). Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company, Inc. merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal Merger”). Coastal Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico and Latin America and sells premium branded label crabmeat throughout North America. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted 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 consolidated balance sheet as of December 31, 2020 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 ended December 31, 2020 filed with the SEC on April 15, 2021 for a broader discussion of our business and the risks inherent in such business. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. 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 March 31, 2021, and December 31, 2020, the balance due from the related party for future shipments was approximately $1,300,000. No new purchases have been made from Bacolod during the three months ended March 31, 2021. Cost of revenue related to inventories purchased from Bacolod represented approximately $170 and $291,000 of total cost of revenue for the three months ended March 31, 2021 and 2020, respectively. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. Lease Accounting We account for our leases under ASC 842, 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 March 31, 2021. 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 lease. 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. March 31, 2021 Assets Operating lease assets $ 92,386 Liabilities Current Operating lease liabilities $ 29,649 Noncurrent Operating lease liabilities $ 62,409 Supplemental cash flow information related to leases were as follows: Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,123 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. March 31, 2021 Weighted-average remaining lease term Operating leases 3.15 years Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of March 31, 2021, were as follows: Operating Leases 2021 (nine months remaining) 25,164 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 100,250 Less: amount of lease payments representing interest (8,192 ) Present value of future minimum lease payments $ 92,058 Less: current obligations under leases $ (29,649 ) Non-current obligations $ 62,409 |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
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 three months ended March 31, 2021, the Company incurred a net loss of $478,104, has an accumulated deficit of $14,016,881 and working capital deficit of $2,581,653, with the current liabilities inclusive of $1,299,712 in stockholder loans that are subordinated to the provider of the working capital facility, and $29,649 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt Working Capital Line of Credit Keeler & Co The line of credit bears an interest rate equal to the greater of 3 Month LIBOR rate plus 9.25%, the Prime rate plus 6.0% or a fixed rate of 6.5%. The ACF line of credit agreement 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 Keeler & Co. ● The Keeler & Co, ● All cash received by Keeler & Co. ● A subjective acceleration clause allows ACF to call the note upon a material adverse change. On November 26, 2019, Keeler & Co. entered into the seventh amendment to the loan and security agreement with ACF. This amendment memorialized the acquisition of Coastal Pride and made Coastal Pride a co-borrower to the facility. Additionally, the seventh amendment waived and reset the covenant default that occurred during 2019, extended the term of the facility to 5 years On May 7, 2020, Keeler & Co. 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 December 31, 2020, the line of credit had an outstanding balance of approximately $1,805,000. As of March 31, 2021, the line of credit had an outstanding balance of $0. On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. Amounts due under the line of credit are represented by a revolving credit note issued to Lighthouse by the Borrowers. The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers will pay Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and will pay an additional facility fee of $25,000 on each anniversary of March 31, 2021. The line of credit is secured by a first priority security interest on all the assets of each Borrower. Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty of up to $1,000,000 to Lighthouse. The Borrowers utilized $784,450 borrowed from Lighthouse to repay all the outstanding indebtedness owed to the ACF as of March 31, 2021. As a result, all obligations owed to ACF were satisfied and the loan agreement with ACF was terminated. The outstanding balance owed to Lighthouse as of March 31, 2021 amounted to $780,288. John Keeler Promissory Notes – Subordinated The Company had unsecured promissory notes outstanding to its stockholder of approximately $1,299,000 of principal and interest expense of $19,600 and $174,000 as of March 31, 2021 and December 31, 2020, respectively. These notes are payable on demand, bear an annual interest rate of 6% and were subordinated to the ACF working capital line of credit until March 31, 2021. Since March 31, 2021, these notes are subordinated to the Lighthouse note. No principal payments were made by the Company during the three months ended March 31, 2021. 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 a company controlled by a shareholder, Kenar Overseas Corp., a company registered in Panama (the “Lender”) the term of which was previously extended to March 31, 2020 after which time, on May 21, 2020, the Kenar Note was amended to (i) set the maturity date at March 31, 2021 (unless extended to September 30, 2021 at the Lender’s sole option), (ii) provide that the Company use one-third of any capital raise from the sale of its equity to reduce the outstanding principal under the Kenar Note, (iii) set the interest rate at 18% per annum, payable monthly commencing October 1, 2020, and (iv) to reduce the number of pledged shares by Mr. Keeler to 4,000,000. As consideration for Kenar’s agreement to amend the note, on May 27, 2020, the Company issued 1,021,266 shares of common stock to Kenar. As of the amendment date, the common stock had a value of $2,655,292. The amendment to the Kenar Note was analyzed under ASC 470-50 and was determined that it will be accounted for as an extinguishment of the old debt and the new debt recorded at fair value with the new effective interest rate of 18%. Additionally, this treatment resulted in the cost of the modification paid in common stock with a value of $2,655,292 charged to other expense as of the date of the amendment. The principal amount of the Kenar Note at March 31, 2021 was $872,500. Interest expense was approximately $38,700 during the three months ended March 31, 2021. On April 28, 2021, the Kenar Note was amended to extend the maturity date to May 31, 2021. 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, LLLP, 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% and matured on March 31, 2020. On April 1, 2020, the Company paid off the November 15, 2019 note with the issuance of a six-month unsecured promissory note in the principal amount of $100,000 which accrued interest at the rate of 10% and matured on October 1, 2020. On October 1, 2020, the Company paid off the April 1, 2020 note with the issuance of a three-month unsecured promissory note in the principal amount of $100,000, which accrued interest at the rate of 10% and matured on December 31, 2020. On January 1, 2021, the Company paid off the October 1, 2020 note with the issuance of a six-month unsecured promissory note in the principal amount of $100,000, which bears interest at the rate of 10% per annum and matures on June 30, 2021.This note may be prepaid in whole or in part without penalty. Interest expense was approximately $2,400 during the three months ended March 31, 2021. Walter Lubkin Jr. Note – Subordinated On November 26, 2019, the Company issued a five-year unsecured promissory note in the principal amount of $500,000 to Walter Lubkin Jr. as part of the purchase price for the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum and is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter. To date, no payments have been made under the note since the EBITDA generated by Coastal Pride has not required such payment. This note is subordinate to the working capital line of credit. Principal payments are permitted so long as the borrower is not in default of its working capital line of credit. No principal payments were made by the Company during the three months ended March 31, 2021. Interest expense was approximately $4,900 during the three months ended March 31, 2021. Walter Lubkin III Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $87,842 to Walter Lubkin III as part the purchase price for the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum. The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. At the election of the holder, at any time after the first anniversary of the issuance of the note, the then outstanding principal and accrued interest may be converted into the Company’s common stock at a rate of $2.00 per share. This note is subordinated to the working capital line of credit. Principal payments are permitted so long as the borrower is not in default of its working capital line of credit. No principal payments were made by the Company during the three months ended March 31, 2021. Interest expense was approximately $800 during the three months ended March 31, 2021. Tracy Greco Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $71,372 to Tracy Greco as part of the purchase price for the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum. The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. At the election of the holder, at any time after the first anniversary of the issuance of the note, the then outstanding principal and accrued interest may be converted into the Company’s common stock at a rate of $2.00 per share. This note is subordinated to the working capital line of credit. Principal payments are permitted so long as the borrower is not in default of its working capital line of credit. No principal payments were made by the Company during the three months ended March 31, 2021. Interest expense was approximately $700 during the three months ended March 31, 2021. John Lubkin Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $50,786 to John Lubkin as part the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum. The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. At the election of the holder, at any time after the first anniversary of the issuance of the note, the then outstanding principal and accrued interest may be converted into the Company’s common stock at a rate of $2.00 per share. This note is subordinated to the working capital line of credit. Principal payments are permitted so long as the borrower is not in default of its working capital line of credit. No principal payments were made by the Company during the three months ended March 31, 2021. Interest expense was approximately $500 during the three months ended March 31, 2021. Payroll Protection Program Loan On March 2, 2021, the Company received proceeds of $371,944 and issued an unsecured promissory note to US Century in the principal amount of $371,944 in connection with a PPP Loan. The note accrues interest at 1.0% per annum, matures five years from the date of issuance and is fully guaranteed by the SBA and may be forgiven provided certain criteria are met. The Company may apply for forgiveness after August 17, 2021 and may be required to make monthly payments of approximately $8,500 beginning June 2, 2022. As of March 31, 2021, the Company recorded interest expense of approximately $315. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Note 5. Common Stock On July 1, 2020, the Company entered into an investment banking engagement agreement as amended on October 30, 2020, with Newbridge Securities Corporation. In consideration for advisory services, the Company agreed to issue Newbridge a total of 60,000 shares of common stock with a fair value of $138,000 which is amortized to expense over the term of the agreement. The Company recognized stock compensation expense of $34,500 for the three months ended March 31, 2021 in connection with these shares. On February 8, 2021, the Company issued 25,000 shares of common stock with a fair value of $25,250 to an investor relations firm for services provided to the Company under an investor relations consulting agreement. On March 30, 2021, the Company issued 10,465 shares of common stock with a fair value of $24,697 to the designee of a law firm for services provided to the Company. On March 31, 2021, the Company issued 5,000 shares of common stock with a fair value of $11,800 to an investor relations firm for services provided to the Company under an investor relations consulting agreement. On March 31, 2021, the Company issued 11,975 shares of common stock to Series A preferred stockholders as a common stock dividend with an aggregate fair value of $28,260 for the three months ended March 31, 2021. |
Options
Options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Options | Note 6. Options The following table represents option activity for the three months ended March 31, 2021: Number of Options Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2020 3,810,000 $ 2.00 7.87 Exercisable – December 31, 2020 3,280,000 $ 2.00 7.87 $ 721,600 Granted - $ - Forfeited (63,750 ) $ 2.00 Vested 3,431,250 Outstanding – March 31, 2021 3,746,250 $ 2.00 7.55 Exercisable – March 31, 2021 3,431,250 $ 2.00 7.55 $ 1,235,250 On March 31, 2021, the Company recognized $30,319 of compensation expense for vested stock options issued to contractors and employees during 2019. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 7. Warrants There was no warrant activity for the three months ended March 31, 2021. As of March 31, 2021, the Company had warrants to purchase an aggregate of 353,250 shares outstanding with a weighted average exercise price of $2.40, a weighted average remaining term of 0.61 years and an intrinsic value of $0. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 8. Commitment and Contingencies Office lease The Company leased its Miami office and warehouse facility from JK Real Estate, a related party through common family beneficial ownership. The lease which had a 20-year term, expiring in July 2021, was terminated on December 31, 2020, upon the sale of the facility. In connection with the sale, the Company retained approximately 4,756 square feet of such space, rent-free for the next 12 months. The Company leases approximately 1,600 square feet in Beaufort, South Carolina for the offices of Coastal Pride. This office space consists of two leases with related parties that expire in 2024. Rental and equipment lease expenses amounted to approximately $20,000 and $63,500 for the three months ended March 31, 2021 and 2020, respectively. Legal The Company has reached a settlement agreement with a former employee. Although the agreement is not finalized the Company has reserved for the entire amount of the settlement. |
COVID-19 Pandemic
COVID-19 Pandemic | 3 Months Ended |
Mar. 31, 2021 | |
Covid-19 Pandemic | |
COVID-19 Pandemic | Note 9. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared that the novel coronavirus (COVID-19) had become a pandemic, and on March 13, 2020, the U.S. President declared a National Emergency concerning the disease. Additionally, in March 2020, state governments in the Company’s geographic operating area began instituting preventative shut down measures in order to combat the novel coronavirus pandemic. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue to have an adverse impact on the economies and financial markets of the geographical areas in which the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the novel coronavirus pandemic for 2020 and into 2021. The Company’s business not being deemed essential resulted in decreased financial performance that may not be indicative of future financial results. Government-mandated closures of businesses and shipping delays have affected our sales and inventory purchases. The Company continues to face uncertainty and increased risks concerning its employees, customers, supply chain and government regulation. In April 2021, the U.S. government has made available the COVID-19 vaccine to most of its population to aid with the pandemic but the long-term effects of this development are yet to be seen. The Company’s sales and supply may continue to be adversely affected due to COVID-19 and plans continue to be developed to ensure a prompt response is given to address the effects of the pandemic. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events On April 12, 2021, the Company granted each director an option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, which option vests in equal monthly installments over the course of the applicable year and will expire three years from the date they are fully vested. In the event the Director ceases to be a member of the Board prior to the end of any year of service, all unvested stock options will be forfeited. The stock options granted to the Directors shall be exercisable only on a cash basis and will expire three years from the date they are fully vested. On April 15, 2021, the Company issued an aggregate of 16,460 shares of common stock to Walter Lubkin Jr., Walter Lubkin III, Tracy Greco and John Lubkin (collectively, the “Coastal Sellers”) in lieu of $39,504 of outstanding interest under promissory notes issued by the Company to the Coastal Sellers in connection with the Coastal Pride acquisition. On April 19, 2021, the Company issued 12,500 shares of common stock with a fair value of $25,000 to the designee of a law firm for services provided. On April 27, 2021, the Company entered into a stock purchase agreement (the “SPA”) with Taste of BC Aquafarms Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“TOBC”), and Steve Atkinson and Janet Atkinson (the “Sellers”), the owners of all of the capital stock of TOBC (the “Shares”). Pursuant to the terms of the SPA, the Company will acquire all of the Shares from the Sellers for an aggregate purchase price of CAD$4,000,000 (the “Purchase Price”) to be paid to the Sellers at closing as follows: (i) CAD$1,000,000 in cash, pro rata with each Seller’s ownership of TOBC (ii) by the issuance to each Seller of a non-interest bearing promissory note in the aggregate principal amount of CAD$200,000, with a maturity date of November 30, 2021, with the principal amount of each note to be pro rata with each Seller’s ownership of TOBC, and secured by a Company guarantee and a general security agreement creating a security interest over certain assets of the Company, and (iii) by the issuance of CAD$2,800,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), calculated based on the volume weighted average price of a share of Common Stock on the OTC Markets from April 28, 2020 through the closing date (provided the price used to determine the number of shares is not be less than USD$2.00 or more than USD$2.30), with each Seller receiving Common Stock pro rata with each Seller’s ownership of TOBC. The Purchase Price is subject to adjustment based upon the amount of TOBC’s working capital on the closing date as determined in accordance with the SPA within 60 days after the closing. The closing and consummation of the transactions contemplated by the SPA is also subject to certain closing conditions and deliveries. On April 29, 2021, the Company issued 105,757 shares of common stock to Kenar Overseas Corp. in lieu of $227,378 of outstanding interest under the Kenar Note. On April 30, 2021, the Company issued 5,000 shares of common stock with a fair value of $28,500 to an investor relations firm for services provided to the Company under an investor relations consulting agreement. Loan Amendment On April 28, 2021, the Company entered into a second loan amendment (the “Second Loan Amendment”) with Kenar to extend the maturity date of the Kenar Note to May 31, 2021. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted 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 consolidated balance sheet as of December 31, 2020 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 ended December 31, 2020 filed with the SEC on April 15, 2021 for a broader discussion of our business and the risks inherent in such business. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
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 Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. 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 March 31, 2021, and December 31, 2020, the balance due from the related party for future shipments was approximately $1,300,000. No new purchases have been made from Bacolod during the three months ended March 31, 2021. Cost of revenue related to inventories purchased from Bacolod represented approximately $170 and $291,000 of total cost of revenue for the three months ended March 31, 2021 and 2020, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. |
Lease Accounting | Lease Accounting We account for our leases under ASC 842, 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 March 31, 2021. 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 lease. 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. March 31, 2021 Assets Operating lease assets $ 92,386 Liabilities Current Operating lease liabilities $ 29,649 Noncurrent Operating lease liabilities $ 62,409 Supplemental cash flow information related to leases were as follows: Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,123 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. March 31, 2021 Weighted-average remaining lease term Operating leases 3.15 years Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of March 31, 2021, were as follows: Operating Leases 2021 (nine months remaining) 25,164 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 100,250 Less: amount of lease payments representing interest (8,192 ) Present value of future minimum lease payments $ 92,058 Less: current obligations under leases $ (29,649 ) Non-current obligations $ 62,409 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheets. March 31, 2021 Assets Operating lease assets $ 92,386 Liabilities Current Operating lease liabilities $ 29,649 Noncurrent Operating lease liabilities $ 62,409 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases were as follows: Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,123 ROU assets recognized in exchange for lease obligations: Operating leases $ - |
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. March 31, 2021 Weighted-average remaining lease term Operating leases 3.15 years Weighted-average discount rate Operating leases 4.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2021, were as follows: Operating Leases 2021 (nine months remaining) 25,164 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 100,250 Less: amount of lease payments representing interest (8,192 ) Present value of future minimum lease payments $ 92,058 Less: current obligations under leases $ (29,649 ) Non-current obligations $ 62,409 |
Options (Tables)
Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table represents option activity for the three months ended March 31, 2021: Number of Options Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2020 3,810,000 $ 2.00 7.87 Exercisable – December 31, 2020 3,280,000 $ 2.00 7.87 $ 721,600 Granted - $ - Forfeited (63,750 ) $ 2.00 Vested 3,431,250 Outstanding – March 31, 2021 3,746,250 $ 2.00 7.55 Exercisable – March 31, 2021 3,431,250 $ 2.00 7.55 $ 1,235,250 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Impairment of finite-lived intangibles and goodwill | |||
Due from related party for future shipments | $ 1,300,000 | $ 1,300,000 | |
Cost of revenue | $ 2,183,112 | $ 4,148,398 | |
Lease term | 20 years | ||
Equipment [Member] | |||
Lease term | 3 years | ||
Property [Member] | Minimum [Member] | |||
Lease term | 5 years | ||
Property [Member] | Maximum [Member] | |||
Lease term | 20 years | ||
Bacolod Blue Star Export Corp. [Member] | |||
Cost of revenue | $ 170 | $ 291,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 92,386 | $ 99,472 |
Operating lease liabilities - Current | 29,649 | 29,337 |
Operating lease liabilities - Noncurrent | $ 62,409 | $ 69,844 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policiess - Schedule of Supplemental Cash Flow Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 7,123 |
ROU assets recognized in exchange for lease obligations: Operating leases |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Mar. 31, 2021 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 3 years 1 month 24 days |
Weighted-average discount rate, Operating leases | 4.30% |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
2021 (nine months remaining) | $ 25,164 | |
2022 | 33,552 | |
2023 | 26,474 | |
2024 | 15,060 | |
2025 | ||
Thereafter | ||
Total lease payments | 100,250 | |
Less: amount of lease payments representing interest | (8,192) | |
Present value of future minimum lease payments | 92,058 | |
Less: current obligations under leases | (29,649) | $ (29,337) |
Non-current obligations | $ 62,409 | $ 69,844 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (478,104) | $ (853,647) | |
Accumulated deficit | (14,016,881) | $ (13,510,517) | |
Working capital deficit | 2,581,653 | ||
Subordinated stockholder debt | 1,299,712 | ||
Current portion of lease liability | $ 29,649 | $ 29,337 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jun. 02, 2022 | Mar. 31, 2021 | Mar. 02, 2021 | Jan. 02, 2021 | Oct. 02, 2020 | Apr. 02, 2020 | Nov. 26, 2019 | Nov. 15, 2019 | Apr. 02, 2019 | Mar. 26, 2019 | Apr. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2016 |
Revolving line of credit | $ 0 | $ 0 | $ 1,805,000 | |||||||||||||
Repayment of new loan | $ 3,534,204 | $ 4,336,132 | ||||||||||||||
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. | |||||||||||||||
Line of credit, term | 5 years | |||||||||||||||
Debt EBITDA covenant | $ 105,000 | |||||||||||||||
EBITDA covenant, description | During the nine months ended September 30, 2020, the Keeler & Co. and Coastal Pride were in violation of its minimum EBITDA covenant as well as exceeding the covenant related to monies advanced to Bacolod by approximately $105,000. | |||||||||||||||
Increase default interest rate | 3.00% | |||||||||||||||
Amount of revolving line of credit | 0 | $ 0 | ||||||||||||||
Issuance of common stock | 10,000 | |||||||||||||||
Kenar Note [Member] | ||||||||||||||||
Debt instrument, interest rate | 18.00% | |||||||||||||||
Other expenses | $ 2,655,292 | |||||||||||||||
Payroll Protection Program Loan [Member] | ||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||
Interest expenses | 315 | |||||||||||||||
Debt instrument, description | The Company may apply for forgiveness after August 17, 2021 and may be required to make monthly payments of approximately $8,500 beginning June 2, 2022. | |||||||||||||||
Proceeds from issuance of unsecured promissory note | $ 371,944 | |||||||||||||||
Principal amount | $ 371,944 | |||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||
Payroll Protection Program Loan [Member] | Forecast [Member] | ||||||||||||||||
Debt instrument, monthly payments | $ 8,500 | |||||||||||||||
John Keeler & Executive Chairman & Chief Executive Officer [Member] | ||||||||||||||||
Amount of revolving line of credit | 1,000,000 | 1,000,000 | ||||||||||||||
Walter Lubkin Jr [Member] | Five Year Unsecured Promissory Note [Member] | ||||||||||||||||
Debt EBITDA covenant | $ 25,000 | |||||||||||||||
EBITDA covenant, description | The note bears interest at the rate of 4% per annum and is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter. | |||||||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Interest expenses | 4,900 | |||||||||||||||
Walter Lubkin III [Member] | Thirty-Nine Month Unsecured Promissory Note [Member] | ||||||||||||||||
Debt instrument, face amount | $ 87,842 | |||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Interest expenses | 800 | |||||||||||||||
Conversion rate | 200.00% | |||||||||||||||
Tracy Greco [Member] | Thirty-Nine Month Unsecured Promissory Note [Member] | ||||||||||||||||
Debt instrument, face amount | $ 71,372 | |||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Interest expenses | 700 | |||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||||||
Conversion rate | 200.00% | |||||||||||||||
John Lubkin [Member] | Thirty-Nine Month Unsecured Promissory Note [Member] | ||||||||||||||||
Debt instrument, face amount | $ 50,786 | |||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||
Interest expenses | 500 | |||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||||||
Conversion rate | 200.00% | |||||||||||||||
John Keeler & Co., Inc. [Member] | Promissory Notes - Subordinated [Member] | ||||||||||||||||
Debt instrument, face amount | $ 1,299,000 | 1,299,000 | ||||||||||||||
Debt instrument, interest expense | $ 19,600 | $ 174,000 | ||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||
Debt instrument, principal payments | ||||||||||||||||
Kenar Overseas Corp [Member] | Kenar Note [Member] | ||||||||||||||||
Debt instrument, face amount | $ 872,500 | $ 1,000,000 | 872,500 | |||||||||||||
Debt instrument, interest rate | 18.00% | |||||||||||||||
Debt maturity date | Mar. 31, 2021 | |||||||||||||||
Description on maturity date | The term of which was previously extended to March 31, 2020 after which time, on May 21, 2020, the Kenar Note was amended to (i) set the maturity date at March 31, 2021 (unless extended to September 30, 2021 at the Lender's sole option), (ii) provide that the Company use one-third of any capital raise from the sale of its equity to reduce the outstanding principal under the Kenar Note, (iii) set the interest rate at 18% per annum, payable monthly commencing October 1, 2020, and (iv) to reduce the number of pledged shares by Mr. Keeler to 4,000,000. As consideration for Kenar's agreement to amend the note, on May 27, 2020, the Company issued 1,021,266 shares of common stock to Kenar. | |||||||||||||||
Extended maturity date | Sep. 30, 2021 | |||||||||||||||
Number of shares pledged to secure company's obligation | 4,000,000 | |||||||||||||||
Issuance of common stock, shares | 1,021,266 | |||||||||||||||
Issuance of common stock | $ 2,655,292 | |||||||||||||||
Interest expenses | 38,700 | |||||||||||||||
Lobo Holdings, LLC [Member] | Lobo Note [Member] | ||||||||||||||||
Debt instrument, face amount | $ 100,000 | $ 100,000 | ||||||||||||||
Debt instrument, interest rate | 15.00% | 18.00% | ||||||||||||||
Debt maturity date | Mar. 31, 2020 | 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. | |||||||||||||||
Extended maturity date | Dec. 2, 2019 | |||||||||||||||
Number of shares pledged to secure company's obligation | 1,000,000 | |||||||||||||||
Lobo Holdings, LLC [Member] | Four Month Unsecured Promissory Notes [Member] | ||||||||||||||||
Debt instrument, face amount | $ 100,000 | $ 100,000 | ||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | ||||||||||||||
Debt maturity date | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 1, 2020 | |||||||||||||
Interest expenses | 2,400 | |||||||||||||||
Lobo Holdings, LLC [Member] | Six-Month Promissory Note [Member] | ||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||
Loan and Security Agreement [Member] | Keeler & Co and Coastal Pride [Member] | ||||||||||||||||
Line of credit, interest rate | 3.25% | |||||||||||||||
Amount of revolving line of credit | $ 5,000,000 | 5,000,000 | ||||||||||||||
Line of credit facility, revolving credit conversion to term loan, description | Revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. | |||||||||||||||
Interest rate description | The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers' eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. | |||||||||||||||
Inventory sublimit | $ 2,500,000 | 2,500,000 | ||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | ||||||||||||||||
Line of credit facility fee | 50,000 | |||||||||||||||
Line of credit facility additional annual fee | 25,000 | 25,000 | ||||||||||||||
Proceeds from Related Party | 784,450 | |||||||||||||||
Debt instrument, face amount | 780,288 | 780,288 | ||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | March, 2021 [Member] | ||||||||||||||||
Line of credit facility fee | 16,667 | |||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | April, 2021 [Member] | ||||||||||||||||
Line of credit facility fee | 16,667 | |||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | May, 2021 [Member] | ||||||||||||||||
Line of credit facility fee | $ 16,667 | |||||||||||||||
Prime Rate [Member] | Loan and Security Agreement [Member] | Keeler & Co and Coastal Pride [Member] | ||||||||||||||||
Line of credit, interest rate | 3.75% | |||||||||||||||
ACF Finco I, LP [Member] | ||||||||||||||||
Revolving line of credit | $ 14,000,000 | |||||||||||||||
Repayment of new loan | $ 309,000 | |||||||||||||||
ACF Finco I, LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||
Line of credit, interest rate | 9.25% | |||||||||||||||
ACF Finco I, LP [Member] | Prime Rate [Member] | ||||||||||||||||
Line of credit, interest rate | 6.00% | |||||||||||||||
ACF Finco I, LP [Member] | Fixed Rate [Member] | ||||||||||||||||
Line of credit, interest rate | 6.50% |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Mar. 30, 2021 | Feb. 08, 2021 | Jul. 02, 2020 | Mar. 31, 2021 |
Fair value of common stock | $ 10,000 | |||
Stock compensation expense | 30,319 | |||
Stock issued during period, shares, issued for services | 10,465 | |||
Stock issued during period, value, issued for services | $ 24,697 | $ 96,247 | ||
Series A Preferred Stock [Member] | ||||
Common stock dividends, shares | 11,975 | |||
Common stock dividends | $ 28,260 | |||
Investor Relations Consulting Agreement [Member] | ||||
Stock issued during period, shares, issued for services | 25,000 | 5,000 | ||
Stock issued during period, value, issued for services | $ 25,250 | $ 11,800 | ||
Newbridge [Member] | ||||
Number of shares issued | 60,000 | |||
Fair value of common stock | $ 138,000 | |||
Stock compensation expense | $ 34,500 |
Options (Details Narrative)
Options (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Share-based Payment Arrangement [Abstract] | |
Compensation expense | $ 30,319 |
Options - Schedule of Option Ac
Options - Schedule of Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding beginning | 3,810,000 |
Number of Options, Exercisable beginning | 3,810,000 |
Number of Options, Granted | |
Number of Options, Forfeited | (63,750) |
Number of Options, Vested | 3,431,250 |
Number of Options, Outstanding ending | 3,746,250 |
Number of Options, Exercisable ending | 3,431,250 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 2 |
Weighted Average Exercise Price, Exercisable beginning | $ / shares | 2 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | 2 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | 2 |
Weighted Average Exercise Price, Exercisable ending | $ / shares | $ 2 |
Weighted Average Remaining Contractual Life in Years, Outstanding beginning | 7 years 10 months 14 days |
Weighted Average Remaining Contractual Life in Years, Exercisable beginning | 7 years 10 months 14 days |
Weighted Average Remaining Contractual Life in Years, Outstanding ending | 7 years 6 months 18 days |
Weighted Average Remaining Contractual Life in Years, Exercisable ending | 7 years 6 months 18 days |
Aggregate Intrinsic value, Exercisable beginning | $ | $ 721,600 |
Aggregate Intrinsic value, Exercisable ending | $ | $ 1,235,250 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant to purchase shares outstanding | shares | 353,250 |
Weighted average exercise price | $ / shares | $ 2.40 |
Weighted average remaining term | 7 months 10 days |
Intrinsic value | $ | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2021USD ($)ft² | Mar. 31, 2020USD ($) | Dec. 31, 2020ft² | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease term | 20 years | ||
Lease expiration | Jul. 31, 2021 | ||
Mortgage amount | $ 0 | ||
Area of land | ft² | 1,600 | 4,756 | |
Rental and equipment lease expenses | $ 20,000 | $ 63,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 29, 2021 | Apr. 27, 2021 | Apr. 19, 2021 | Apr. 15, 2021 | Apr. 12, 2021 | Mar. 30, 2021 | Feb. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Number of shares granted to purchase of common stock shares | ||||||||||
Exercise price per share | ||||||||||
Number of stock issued for services | 10,465 | |||||||||
Number of stock issued for services, value | $ 24,697 | $ 96,247 | ||||||||
Stock issued during period, value, new issues | $ 10,000 | |||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Investor Relations Consulting Agreement [Member] | ||||||||||
Number of stock issued for services | 25,000 | 5,000 | ||||||||
Number of stock issued for services, value | $ 25,250 | $ 11,800 | ||||||||
Subsequent Event [Member] | ||||||||||
Issuance of non-interest bearing promissory note face value | $ 200,000 | |||||||||
Debt instrument maturity date | Nov. 30, 2021 | |||||||||
Stock issued during period, value, new issues | $ 2,800,000 | |||||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||
Business acquisitions purchase price allocation year of acquisition description | The Purchase Price is subject to adjustment based upon the amount of TOBC's working capital on the closing date as determined in accordance with the SPA within 60 days after the closing. | |||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||
Shares issued price per share | $ 2 | |||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||
Shares issued price per share | $ 2.30 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | ||||||||||
Payments to acquire businesses net of cash acquired | $ 4,000,000 | |||||||||
Subsequent Event [Member] | Taste of BC Aquafarms Inc [Member] | ||||||||||
Payments to acquire businesses net of cash acquired | $ 1,000,000 | |||||||||
Subsequent Event [Member] | Investor Relations Consulting Agreement [Member] | ||||||||||
Number of stock issued for services | 5,000 | |||||||||
Number of stock issued for services, value | $ 28,500 | |||||||||
Subsequent Event [Member] | Coastal Pride Company, Inc [Member] | ||||||||||
Stock isssued during the period for debt, shares | 16,460 | |||||||||
Stock isssued during the period for debt | $ 39,504 | |||||||||
Subsequent Event [Member] | Kenar Overseas Corp [Member] | ||||||||||
Stock isssued during the period for debt, shares | 105,757 | |||||||||
Stock isssued during the period for debt | $ 227,378 | |||||||||
Subsequent Event [Member] | Director [Member] | ||||||||||
Number of shares granted to purchase of common stock shares | 100,000 | |||||||||
Exercise price per share | $ 2 | |||||||||
Subsequent Event [Member] | Designee [Member] | ||||||||||
Number of stock issued for services | 12,500 | |||||||||
Number of stock issued for services, value | $ 25,000 |