Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | BLUE STAR FOODS CORP. |
Entity Central Index Key | 0001730773 |
Entity Tax Identification Number | 82-4270040 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 3000 NW 109th Avenue |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33172 |
City Area Code | (305) |
Local Phone Number | 836-6858 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,630,732 | $ 55,644 | $ 153,904 |
Restricted cash | 282,043 | 41,906 | |
Accounts receivable, net | 610,355 | 1,082,468 | 2,071,363 |
Inventory, net | 582,762 | 1,832,661 | 7,984,492 |
Advances to related party | 1,299,984 | 1,299,984 | 1,285,935 |
Other current assets | 250,795 | 176,925 | 242,700 |
Total Current Assets | 4,374,628 | 4,729,725 | 11,780,300 |
RELATED PARTY LONG-TERM RECEIVABLE | 455,545 | 455,545 | |
FIXED ASSETS, net | 2,045,375 | 20,064 | 61,908 |
RIGHT OF USE ASSET | 85,300 | 99,472 | 1,206,931 |
INTANGIBLE ASSETS, net | |||
Trademarks | 1,166,432 | 788,614 | 845,278 |
Customer relationships | 2,551,770 | 1,145,831 | 1,241,667 |
Non-compete agreements | 121,649 | 29,171 | 39,167 |
Total Intangible Assets | 3,839,851 | 1,963,616 | 2,126,112 |
GOODWILL | 924,672 | 445,395 | 445,395 |
OTHER ASSETS | 139,349 | 108,088 | 125,418 |
TOTAL ASSETS | 11,864,720 | 7,821,905 | 15,746,064 |
CURRENT LIABILITIES | |||
Accounts payable and accruals | 542,918 | 1,607,490 | 3,528,466 |
Working capital line of credit | 631,958 | 1,805,907 | 6,917,968 |
Current maturities of long-term debt | 92,986 | ||
Current maturities of lease liabilities | 29,960 | 29,337 | 136,952 |
Current maturities of related party long-term notes | 764,657 | 195,000 | 100,364 |
Related party notes payable | 972,500 | 972,500 | 972,500 |
Related party notes payable - subordinated | 1,299,712 | 1,299,712 | 2,910,136 |
Other current liabilities | 1,168,740 | 1,346,838 | |
Total Current Liabilities | 5,503,431 | 7,256,784 | 14,566,386 |
LONG-TERM LIABILITY | |||
Long-term lease liability | 54,976 | 69,844 | 1,089,390 |
Long-term debt | 353,512 | ||
Related party long-term notes | 460,000 | 515,000 | 610,000 |
Other long-term liabilities | 97,376 | ||
TOTAL LIABILITIES | 6,469,295 | 7,841,628 | 16,265,776 |
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of June 30, 2021, and 1,413 shares issued and outstanding as of December 31, 2020 | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 23,119,041 shares issued and outstanding as of June 30, 2021, and 19,580,721 shares issued and outstanding as of December 31, 2020 | 2,315 | 1,958 | 1,761 |
Additional paid-in capital | 19,846,182 | 13,488,836 | 8,789,021 |
Accumulated other comprehensive gain | 936 | ||
Accumulated deficit | (14,454,008) | (13,510,517) | (8,952,466) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 5,395,425 | (19,723) | (161,684) |
Non-controlling interest | (476,250) | ||
Accumulated other comprehensive income (VIE) | 118,222 | ||
Total VIE’s Deficit | (358,028) | ||
TOTAL STOCKHOLDERS’ DEFICIT | 5,395,425 | (19,723) | (519,712) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 11,864,720 | $ 7,821,905 | $ 15,746,064 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,119,041 | 19,580,721 | 17,589,705 |
Common stock, shares outstanding | 23,119,041 | 19,580,721 | 17,589,705 |
Series A 8% Cumulative Convertible Preferred Stock [Member] | |||
Preferred stock dividend percentage | 8.00% | 8.00% | 8.00% |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 1,413 | 1,413 |
Preferred stock, shares outstanding | 0 | 1,413 | 1,413 |
Accounts Payable and Accruals [Member] | |||
Current liabilities of VIE | $ 30,649 | ||
Other Current Assets [Member] | |||
Current assets attributable to VIE | 3,679 | ||
Inventories [Member] | |||
Current assets attributable to VIE | 95,441 | ||
Accounts Receivable [Member] | |||
Current assets attributable to VIE | 20,321 | ||
Cash [Member] | |||
Current assets attributable to VIE | $ 8,725 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
REVENUE, NET | $ 2,129,389 | $ 2,865,103 | $ 4,615,280 | $ 7,436,717 | $ 14,111,368 | $ 23,829,463 |
COST OF REVENUE | 1,559,490 | 2,882,541 | 3,742,602 | 7,030,939 | 12,623,576 | 20,610,000 |
GROSS PROFIT | 569,899 | (17,438) | 872,678 | 405,778 | 1,487,792 | 3,219,463 |
COMMISSIONS | 13,606 | 25,534 | 18,400 | 92,363 | 96,594 | 106,671 |
SALARIES AND WAGES | 228,859 | 241,072 | 609,455 | 650,253 | 1,286,879 | 3,897,541 |
DEPRECIATION AND AMORTIZATION | 55,911 | 153,195 | 99,990 | 230,960 | 268,341 | 215,089 |
OTHER OPERATING EXPENSES | 638,585 | 158,749 | 955,983 | 605,182 | 1,639,484 | 2,953,069 |
LOSS FROM OPERATIONS | (367,062) | (595,988) | (811,150) | (1,172,980) | (1,803,506) | (3,952,907) |
OTHER INCOME | 28,672 | 105,190 | 891,667 | |||
FORBEARANCE FEE EXPENSE (NON-CASH) | (2,655,292) | (2,655,292) | (2,655,292) | |||
INTEREST EXPENSE | (98,737) | (239,653) | (209,271) | (516,308) | (870,303) | (1,068,796) |
NET LOSS | (437,127) | (3,490,933) | (915,231) | (4,344,580) | (4,437,434) | (5,021,703) |
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 10,817 | 7,577 | 7,577 | (35,417) | ||
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | (437,127) | (3,501,750) | (915,231) | (4,352,157) | (4,445,011) | (4,986,286) |
DIVIDEND ON PREFERRED STOCK | 28,261 | 28,260 | 56,520 | 113,040 | 113,041 | |
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. COMMON SHAREHOLDERS | (437,127) | (3,530,011) | (943,491) | (4,408,677) | (4,558,051) | (5,099,327) |
COMPREHENSIVE INCOME (LOSS): | ||||||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 936 | 936 | ||||
TRANSLATION ADJUSTMENT ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 9,094 | 23,700 | 23,700 | 50,141 | ||
COMPREHENSIVE INCOME (LOSS) | 936 | 19,911 | 936 | 31,277 | 31,277 | 14,724 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | $ (436,191) | $ (3,501,750) | $ (914,295) | $ (4,352,157) | (4,445,011) | (4,986,286) |
INCOME TAX EXPENSE | (1,122) | (4,413) | ||||
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP | (4,443,889) | (4,990,699) | ||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP | $ (4,443,889) | $ (4,990,699) | ||||
Loss per basic and diluted common share: | ||||||
Basic net loss per common share | $ (0.02) | $ (0.20) | $ (0.05) | $ (0.24) | $ (0.25) | $ (0.31) |
Basic weighted average common shares outstanding | 19,758,871 | 17,822,158 | 19,739,841 | 18,054,611 | 18,257,491 | 16,201,766 |
Fully diluted net loss per common share | $ (0.02) | $ (0.20) | $ (0.05) | $ (0.24) | $ (0.25) | $ (0.31) |
Fully diluted weighted average common shares outstanding | 19,758,871 | 17,822,158 | 19,739,841 | 18,054,611 | 18,257,491 | 16,201,766 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | $ (436,191) | $ (3,501,750) | $ (914,295) | $ (4,352,157) | $ (4,445,011) | $ (4,986,286) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total Blue Star Foods Corp Stock Holders Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance, value at Dec. 31, 2018 | $ 1,603 | $ 3,404,774 | $ (3,853,139) | $ (446,762) | $ (372,752) | $ (819,514) | ||
Balance, shares at Dec. 31, 2018 | 1,413 | 16,023,164 | ||||||
Common stock issued for cash | $ 2 | 31,998 | 32,000 | 32,000 | ||||
Common stock issued for cash, shares | 16,000 | |||||||
Cancellation of issued shares for cash | $ (1) | (9,999) | (10,000) | (10,000) | ||||
Cancellation of issued shares for cash, shares | (5,000) | |||||||
Common stock issued for service | $ 20 | 397,022 | 397,042 | 397,042 | ||||
Common stock issued for service, shares | 198,521 | |||||||
Common stock incentive issued to employees | $ 1 | 10,999 | 11,000 | 11,000 | ||||
Common stock incentive issued to employees, shares | 5,500 | |||||||
Common stock issued for Taste of BC acquisition | $ 130 | 2,589,870 | 2,590,000 | 2,590,000 | ||||
Common Stock Issued For Taste of BC Acquisition, shares | 1,295,000 | |||||||
Stock based compensation | 2,251,322 | 2,251,322 | 2,251,322 | |||||
Series A preferred 8% dividend issued in common stock | $ 6 | 113,035 | (113,041) | |||||
Series A preferred 8% dividend issued in common stock, shares | 56,520 | |||||||
Net Income (Loss) | (4,986,286) | (4,986,286) | (35,417) | (5,021,703) | ||||
Comprehensive Income | 50,141 | 50,141 | ||||||
Balance, value 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 Income (Loss) | (850,407) | (850,407) | (3,240) | (853,647) | ||||
Comprehensive Income | 14,606 | 14,606 | ||||||
Balance, value 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, value 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 | ||||||
Net Income (Loss) | (4,344,580) | |||||||
Balance, value at Jun. 30, 2020 | $ 1,866 | 11,580,420 | (13,361,143) | (1,778,857) | (326,751) | (2,105,608) | ||
Balance, shares at Jun. 30, 2020 | 1,413 | 18,642,388 | ||||||
Balance, value 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 | ||||||
Common stock issued for cash | 10,000 | 10,000 | 10,000 | |||||
Common stock issued for cash, shares | 5,000 | |||||||
Common stock issued for service | $ 12 | 188,988 | 189,000 | 189,000 | ||||
Common stock issued for service, shares | 115,814 | |||||||
Stock based compensation | 139,380 | 139,380 | 139,380 | |||||
Common stock issued to related party lender for forbearance | $ 100 | 2,655,192 | 2,655,292 | 2,655,292 | ||||
Common stock issued to related party lender for forbearance, shares | 1,021,266 | |||||||
Common stock issued to settle related party notes | $ 80 | 1,593,220 | 1,593,300 | 1,593,300 | ||||
Common stock issued to settle related party notes, shares | 796,650 | |||||||
Series A preferred 8% dividend issued in common stock | $ 5 | 113,035 | (113,040) | |||||
Series A preferred 8% dividend issued in common stock, shares | 52,286 | |||||||
Net Income (Loss) | (4,445,011) | (4,445,011) | 7,577 | (4,437,434) | ||||
Comprehensive Income | 23,700 | 23,700 | ||||||
Deconsolidation of Strike the Gold Foods, Ltd. | 326,751 | 326,751 | ||||||
Balance, value 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 | ||||||
Balance, value 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 | ||||||
Common stock issued for cash | $ 1 | 9,999 | 10,000 | 10,000 | ||||
Common stock issued for cash, shares | 5,000 | |||||||
Stock based compensation | 34,846 | 34,846 | 34,846 | |||||
Common stock issued to a related party lender | $ 102 | 2,655,190 | 2,655,292 | 2,655,292 | ||||
Common stock issued to a related party lender, shares | 1,021,266 | |||||||
Series A preferred 8% dividend issued in common stock | $ 1 | 28,260 | (28,261) | |||||
Series A preferred 8% dividend issued in common stock, shares | 12,287 | |||||||
Net Income (Loss) | (3,501,750) | (3,501,750) | 10,817 | (3,490,933) | ||||
Comprehensive Income | 9,094 | 9,094 | ||||||
Balance, value at Jun. 30, 2020 | $ 1,866 | 11,580,420 | (13,361,143) | (1,778,857) | (326,751) | (2,105,608) | ||
Balance, shares at Jun. 30, 2020 | 1,413 | 18,642,388 | ||||||
Balance, value 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 | ||||||
Common stock issued for service | $ 5 | 96,242 | 96,247 | 96,247 | ||||
Common stock issued for service, shares | 40,465 | |||||||
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 | |||||||
Net Income (Loss) | (478,104) | (478,104) | (478,104) | |||||
Balance, value 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 | ||||||
Balance, value 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 | ||||||
Net Income (Loss) | (915,231) | |||||||
Balance, value at Jun. 30, 2021 | $ 2,315 | 19,846,182 | (14,454,008) | 936 | 5,395,425 | 5,395,425 | ||
Balance, shares at Jun. 30, 2021 | 23,119,041 | |||||||
Balance, value 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 | ||||||
Common stock issued for cash | $ 129 | 2,572,871 | 2,573,000 | 2,573,000 | ||||
Common stock issued for cash, shares | 1,286,500 | |||||||
Common stock issued for service | $ 5 | 231,616 | 231,621 | 231,621 | ||||
Common stock issued for service, shares | 37,965 | |||||||
Common stock issued for Taste of BC acquisition | $ 99 | 2,271,705 | 2,271,804 | 2,271,804 | ||||
Common Stock Issued For Taste of BC Acquisition, shares | 987,741 | |||||||
Stock based compensation | 66,170 | 66,170 | 66,170 | |||||
Common stock issued to settle related party interest | $ 13 | 266,869 | 266,882 | 266,882 | ||||
Common stock issued to settle related party interest, shares | 122,217 | |||||||
Common stock issued to be held in escrow | $ 34 | 793,366 | 793,400 | 793,400 | ||||
Common stock issued to be held in escrow, shares | 344,957 | |||||||
Preferred stock conversion to Common stock | $ 71 | (71) | ||||||
Preferred Stock conversion to Common Stock, shares | (1,413) | 706,500 | ||||||
Net Income (Loss) | (437,127) | (437,127) | (437,127) | |||||
Comprehensive Income | 936 | 936 | 936 | |||||
Balance, value at Jun. 30, 2021 | $ 2,315 | $ 19,846,182 | $ (14,454,008) | $ 936 | $ 5,395,425 | $ 5,395,425 | ||
Balance, shares at Jun. 30, 2021 | 23,119,041 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 24, 2021 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 2.30 |
Series A Preferred Stock [Member] | |||||
Preferred stock dividend percentage | 8.00% | 8.00% | 8.00% | 8.00% | |
Preferred stock, par value | $ 0.0001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (915,231) | $ (4,344,580) | $ (4,437,434) | $ (5,021,703) |
Adjustments to reconcile net loss to net cash provided in operating activities: | ||||
Stock based compensation | 96,489 | 69,692 | 139,380 | 2,262,322 |
Common stock issued for service | 327,868 | 69,000 | 397,042 | |
Common stock issued for forbearance fee | 2,655,292 | 2,655,292 | ||
Depreciation of fixed assets | 2,170 | 18,247 | 33,367 | 66,012 |
Amortization of right of use asset | 87,308 | |||
Amortization of intangible assets | 85,320 | 81,088 | 162,496 | 20,380 |
Amortization of loan costs | 12,500 | 51,977 | 72,478 | 128,696 |
Deferred taxes | 8,361 | |||
Lease expense | 14,172 | 175,699 | 149,861 | |
Bad debt expense | 1,727 | 13,474 | 13,293 | |
Allowance for inventory obsolescence | 375 | 370,203 | 71,487 | |
Gain on PPP loan forgiveness | (344,762) | |||
Gain on termination of lease | (38,819) | |||
Gain on sale of equipment | (343,181) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivables | 490,745 | 726,867 | ||
Receivables | 942,656 | 2,517,585 | ||
Inventories | 1,322,975 | 4,147,203 | 6,023,473 | 1,804,241 |
Advances to affiliated supplier | (18,938) | (14,049) | (146,316) | |
Other current assets | (62,504) | 25,553 | 63,315 | (12,930) |
Right of use liability | (14,245) | (77,824) | (156,582) | (130,450) |
Other assets | (47,673) | 14,852 | ||
Accounts payable and accruals | (797,690) | (708,137) | (1,873,224) | (457,576) |
Other current liabilities | (205,291) | 1,346,838 | ||
Net Cash Provided by Operating Activities | 311,707 | 3,105,786 | 4,575,575 | 1,577,164 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Deconsolidation of variable interest entity | (8,421) | |||
Net cash paid for acquisition | (790,593) | (260,667) | ||
Proceeds from sale of fixed assets | 407,198 | |||
Purchases of fixed assets | (47,179) | (55,540) | (9,038) | |
Net Cash Used in Investing Activities | (790,593) | (47,179) | 343,237 | (269,705) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from common stock offering | 2,573,000 | 10,000 | 10,000 | 22,000 |
Proceeds from working capital line of credit | 4,323,678 | 3,223,081 | 6,775,660 | 21,545,968 |
Proceeds from related party notes payable | 1,100,000 | |||
Proceeds from HSBC loan | 43,788 | |||
Proceeds from PPP loan | 371,944 | 344,762 | ||
Proceeds from notes payable | 388,550 | |||
Repayments of working capital line of credit | (5,497,627) | (6,777,035) | (11,887,721) | (23,993,616) |
Repayments of related party notes payable | (17,124) | (127,500) | ||
Principal payments of long-term debt | (30,866) | |||
Payments of loan costs | (70,000) | (70,000) | (25,000) | |
Net Cash Provided by (Used in) Financing Activities | 1,770,995 | (3,225,404) | (4,800,635) | (1,509,014) |
Effect of Exchange Rate Changes on Cash | 936 | 23,700 | 23,700 | 50,141 |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 1,293,045 | (143,097) | 141,877 | (151,414) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD | 337,687 | 195,810 | 195,810 | 347,226 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | 1,630,732 | 52,713 | 337,687 | 195,810 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY | ||||
Series A preferred 8% dividend issued in common stock | 28,260 | 56,520 | 113,040 | 113,041 |
Operating lease assets recognized in exchange for operating lease liabilities | 28,137 | 28,137 | 1,257,751 | |
Preferred shares conversion to common stock | 71 | |||
Common stock issued for interest payment | 266,882 | 120,000 | ||
Shares issued for partial payment of notes payable - related party | 1,593,300 | |||
Shares issued for acquisition | 3,065,204 | 2,590,000 | ||
Related party notes recognized from business acquisition | 162,400 | 710,000 | ||
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid for interest | $ 339,747 | $ 516,308 | $ 725,693 | $ 1,068,796 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Common Stock [Member] | ||||
Preferred stock, dividend percentage | 8.00% | 8.00% | 8.00% | 8.00% |
Company Overview
Company Overview | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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, and steelhead salmon produced under the brand name Little Cedar Farms for distribution in Canada. 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. On April 27, 2021, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with TOBC, and Steve Atkinson and Janet Atkinson (the “Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”), pursuant to which the Company acquired all of the TOBC Shares from the Sellers for an aggregate purchase price of CAD$ 4,000,000 1,000,000 in cash (with each Seller receiving a pro rata amount based upon the total number of TOBC Shares held by such Seller); (ii) promissory notes in the aggregate principal amount of CAD$ 200,000 987,741 2,800,000 2.30 On June 24, 2021, the Purchase Agreement was amended (the “Amendment”), to increase the Purchase Price up to an aggregate of CAD$ 5,000,000 and the acquisition closed. Pursuant to the Amendment, on August 3, 2021, an aggregate of 344,957 shares of the Company’s common stock (representing CAD$ 1,000,000 of additional shares calculated at USD$ 2.30 per share) was put in escrow until the 24-month anniversary of the closing. If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$ 1,300,000 , the Sellers will receive all of the escrowed shares. If, as of the 24-month anniversary of the closing, TOBC has cumulative revenue of less than CAD$ 1,300,000 , the Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue of TOBC as of such date. On June 24, 2021, the Company consummated the acquisition of TOBC. As a result of the acquisition, TOBC became a wholly owned subsidiary of the Company. TOBC is a land-based recirculating aquaculture systems salmon farming operation, based in Nanaimo, British Columbia, Canada, which sells its steelhead salmon to distributors in Canada. | Note 1. Company Overview Located in Miami, Florida, Blue Star Foods Corp. (“we”, “our”, the “Company”) is a sustainable seafood company. The Company’s main operating business, John Keeler & Co., Inc. has been in business for approximately twenty-five years. The Company was formed under the laws of the State of Delaware. The current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States, Canada and Europe under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh. On November 8, 2018, the sole shareholder of John Keeler & Co., Inc., John Keeler, executed an Agreement and Plan of Merger and Reorganization with Blue Star Foods Corp. (formerly A.G. Acquisition Group II, Inc.) and Blue Star Acquisition Corp. pursuant to which he exchanged his 500 1.00 15,000,000 0.0001 16,015,000 2,400 750,000 265,000 530,001 725 181,250 725,000 688 172,000 688,000 81,353 3,120,000 104 3,120,000 The Merger was accounted for as a “reverse merger” and recapitalization since, immediately following the completion of the transaction, the holders of John Keeler & Co., Inc.’s stock had effective control of Blue Star Foods Corp. In addition, John Keeler & Co., Inc. had control of the combined entity through control of the Board by designating all four of the board seats. Additionally, all of John Keeler & Co., Inc.’s officers and senior executive positions continued as management of the combined entity after consummation of the Merger. For accounting purposes, John Keeler & Co., Inc. was deemed to be the accounting acquirer in the transaction and, consequently, the transaction has been treated as a recapitalization of Blue Star Foods Corp. Accordingly, John Keeler & Co., Inc.’s assets, liabilities and results of operations are the historical financial statements of the registrant, and the John Keeler & Co., Inc.’s assets, liabilities and results of operations have been consolidated with Blue Star Foods Corp effective as of the date of the closing of the Merger. No step-up in basis or intangible assets or goodwill was recorded in this transaction. On November 26, 2019, John Keeler & Co., Inc., a Florida corporation (the “Purchaser”), and 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), and The Walter F. Lubkin, Jr. Irrevocable Trust dated 1/8/03 (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 Pride 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. On June 24, 2021, the Purchase Agreement was amended (the “Amendment”), to increase the Purchase Price up to an aggregate of CAD$ 5,000,000 and the acquisition closed. Pursuant to the Amendment, on August 3, 2021, an aggregate of 344,957 shares of the Company’s common stock (representing CAD$ 1,000,000 of additional shares calculated at USD$ 2.30 per share) was put in escrow until the 24-month anniversary of the closing. If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$ 1,300,000 , the Sellers will receive all of the escrowed shares. If, as of the 24-month anniversary of the closing, TOBC has cumulative revenue of less than CAD$ 1,300,000 , the Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue of TOBC as of such date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 June 30, 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 six months ended June 30, 2021. A permits renewal payment of $ 8,000 was made to Bacolod during the three months ended June 30, 2021. Cost of revenue related to inventories purchased from Bacolod represented approximately $ 126 and $ 238,000 of total cost of revenue for the six months ended June 30, 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, and steelhead salmon produced under the brand name Little Cedar Farms for distribution in Canada. 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 June 30, 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. Schedule of Lease-related Assets and Liabilities June 30, 2021 Assets Operating lease assets $ 85,300 Liabilities Current Operating lease liabilities $ 29,960 Noncurrent Operating lease liabilities $ 54,976 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,245 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases June 30, 2021 Weighted-average remaining lease term Operating leases 2.92 Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of June 30, 2021, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 (six months remaining) 16,776 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 91,862 Less: amount of lease payments representing interest (6,926 ) Present value of future minimum lease payments $ 84,936 Less: current obligations under leases $ (29,960 ) Non-current obligations $ 54,976 Intangible Assets and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed, and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company reviews its indefinite lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed an assessment of indefinite lived intangibles and goodwill and determined there was no impairment for the six months ended June 30, 2021 and 2020. Foreign Currency Exchange Rates Risk We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating activities. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized when we exchange one currency for another. Our operations primarily utilize the U.S. dollar and Canadian dollar as their functional currencies. Movements in foreign currency exchange rates affect our financial statements. | Note 2. Summary of Significant Accounting Policies Basis of Presentation and 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”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, John Keeler & Co, Inc. a wholly owned subsidiary, and Coastal Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of John Keeler & Co., Inc. All intercompany balances and transactions have been eliminated in consolidation. Goodwill and Other Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with an acquisition. Other intangible assets include customer relationships, non-compete agreements, and trademarks. The Company reviews its finite-lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Impairments are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur. In accordance with its policies, the Company performed an assessment of its finite-lived intangibles and goodwill and determined there was no Variable Interest Entity Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation The Company evaluates its interests in VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact its economic performance; and (ii) the obligation to absorb losses of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the VIE. Effective April 1, 2014, the Company’s stockholder was transferred the controlling interest of Strike the Gold Foods, Ltd. (“Strike”), a related party entity which holds the Company’s inventory on consignment in United Kingdom (see Note 3). The Company evaluated its interest in Strike and determined that Strike is a VIE due to the Company’s implicit interest in Strike and the fact that Strike and the Company were under common control after the transfer of the controlling interest. Moreover, the Company determined that it is the primary beneficiary of Strike due to the fact that the Company had both the power to direct the activities that most significantly impact Strike and the obligation to absorb losses or the right to receive benefits from Strike. Therefore, the Company consolidated Strike in its financial statements starting as of April 1, 2014, the effective date of the controlling interest transfer. During the third quarter of 2020, the Company determined that Strike was no longer a VIE because there was a verbal agreement with Strike that terminated the original agreement to hold the inventory on consignment and Strike has not engaged in transactions with the Company or its subsidiaries in 2020. The Company also evaluated its interest in three related party entities that are under common control with the Company, Bacolod Blue Star Export Corp. (“Bacolod”), Bicol Blue Star Export Co. (“Bicol”) and John Keeler Real Estate Holding (“JK Real Estate”), in light of ASC 810. The Company purchases inventory from Bacolod, an exporter of pasteurized crab meat out of the Philippines. The Company purchased inventory, via Bacolod, from Bicol. The Company leased its office and warehouse facility from JK Real Estate, a landlord that is a related party through common family beneficial ownership until December 31, 2020. (see Note 7) The Company determined that Bacolod and Bicol are not VIE’s as they do not meet the criteria to be considered a VIE per ASC 810. The Company does not directly or indirectly absorb any variability of Bacolod or Bicol. The relationship between the Company and Bacolod and Bicol is strictly a supplier/customer relationship (see Advances to Suppliers and Related Party The Company no longer leases its office and warehouse facility from JK Real Estate and no longer guarantees the mortgage on the facility and therefore is no longer considered a VIE. On December 31, 2020, this facility was sold to an unrelated third-party purchaser and the lease was terminated. Cash, Restricted Cash and Cash Equivalents The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows: Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash December 31, December 31, Cash and cash equivalents $ 55,644 $ 153,904 Restricted cash 282,043 41,906 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 337,687 $ 195,810 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 and sales return and allowances. They are stated at estimated net realizable value. As of December 31, 2020, and 2019, the Company recorded sales return and allowances and refund liability of approximately $ 62,800 59,100 no Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at the Company’s warehouse facility as well as 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, cost being determined 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 $ 522,000 1,958,000 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 market 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 recorded an inventory allowance of approximately $ 71,400 40,800 Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of December 31, 2020, and 2019, the balance due from the related party for future shipments was approximately $ 1,300,000 1,286,000 1,280,000 9,531,000 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: Schedule of Estimated Useful Life of Assets Furniture and fixtures 7 10 Computer equipment 5 Warehouse and refrigeration equipment 10 Leasehold improvements 7 Automobile 5 Trade show booth 7 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. The Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. On Other Comprehensive (loss) Income The Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income Foreign Currency Translation The Company’s functional and reporting currency is the U.S. Dollars. The assets and liabilities held by the Company’s previous VIE had a functional currency other than the U.S. Dollar. In the third quarter of 2020, the VIE was assessed as no longer being a VIE. The VIE results were translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. The VIE’s revenue and expenses were translated into U.S. Dollars at the average rates that prevailed during the period. The rates used in the financial statements as presented for December 31, 2020 and 2019 were 1.260 and 1.337 US dollar to UK pound sterling, respectively. 23,700 50 Revenue Recognition Effective with the January 1, 2018 adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” and the associated ASUs (collectively, “Topic 606”), the Company recognizes revenue when its customer obtains control of 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. We sell primarily to food service distributors. We also sell our 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. Leases On January 1, 2019, we adopted Accounting Standards Codification 842 and all the related amendments using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of December 31, 2020. Our leases generally have terms that range from three years for equipment and six to seven years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities December 31, Assets Operating lease assets $ 99,472 Liabilities Current $ 29,337 Operating lease liabilities Noncurrent Operating lease liabilities $ 69,844 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Twelve Months Ended Cash used in operating activities: Operating leases $ 156,582 ROU assets recognized in exchange for lease obligations: Operating leases $ 28,137 The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2020 Weighted-average remaining lease term Operating leases 3.39 Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of December 31, 2020, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 33,552 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 108,638 Less: amount of lease payments representing interest (9,457 ) Present value of future minimum lease payments $ 99,181 Less: current obligations under leases $ (29,337 ) Non-current obligations $ 69,844 Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 7,200 81,700 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. Customer Concentration The Company had three customers which accounted for approximately 26% 46% 19% Supplier Concentration The Company had five suppliers which accounted for approximately 65% 93% 25% The Company had two suppliers which accounted for approximately 42% 21% 65% 27% 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 Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. We believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As further described in Footnote 6 - Series A Convertible Preferred Stock, as of December 31, 2020 and 2019, 1,413 706,500 3,120,000 3,280,000 353,250 As there was a net loss for the years ended December 31, 2020 and December 31, 2019, basic and diluted losses per share each year are the same. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company has elected to adopt ASU 2016-09 and has a policy to account for forfeitures as they occur. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. As of December 31, 2020, and 2019, there was approximately $ 392,000 350,900 Reclassifications Certain amounts in prior year have been reclassified to conform to the current year presentation. A permits renewal payment of $ 8,000 was made to Bacolod during the three months ended June 30, 2021. Income Taxes Prior to November 8, 2018, the Company was taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay corporate federal income taxes on its taxable income but was liable for Florida corporate income taxes and Texas Franchise Tax. The shareholder was liable for individual income taxes on the Company’s taxable income. Post-merger, the Company files consolidated federal and state income tax returns. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations. There were no Recently Adopted Accounting Pronouncements ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosure. ASU 2016-13 Financial Instruments – Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward-looking, expected loss model to estimate credit losses. It also requires entities to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers excluding smaller reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 16, 2019, FASB voted to delay implementation of ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company continues to evaluate the impact of these amendments to the Company’s financial position and results of operations and currently expect no material impact of the adoption of the amendments on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 six months ended June 30, 2021, the Company incurred a net loss of $ 915,231 , has an accumulated deficit of $ 14,454,008 and working capital deficit of $ 1,128,803 , with the current liabilities inclusive of $ 1,299,712 in stockholder loans that are subordinated to the provider of the working capital facility, and $ 29,960 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. | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. Although the company has positive cash flow from operations for the year ended December 31, 2020, the Company incurred a net loss of $ 4,437,434 13,510,517 2,257,059 1,299,712 |
Consolidation of Variable Inter
Consolidation of Variable Interest Entities | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation of Variable Interest Entities | Note 4. Consolidation of Variable Interest Entities Effective April 1, 2014, the Company’s stockholder was transferred the controlling interest of Strike the Gold Foods Ltd. (“Strike”), a related party entity based in the United Kingdom. The Company concluded that Strike was a variable interest entity (“VIE”) and the Company was the primary beneficiary of Strike, in accordance with ASC 810, Consolidation. Therefore, the Company consolidated Strike in its financial statements. Strike’s activities were reflected in the Company’s financial statements starting on April 1, 2014, the effective date of the controlling interest transfer. The equity of Strike was classified as non-controlling interest in the Company’s financial statements since the Company is not a shareholder of Strike. In the third quarter of 2020, the Company determined that Strike was no longer a VIE because there was a verbal agreement with Strike that terminated the original agreement to hold Company inventory on consignment and Strike has not engaged in transactions with the Company or its subsidiaries in 2020. In addition, as of July 1, 2020, the Company neither directly or indirectly absorbs any variability of Strike nor holds the power to direct the activities of Strike that most significantly impact its economic performance and Strike was also able to finance its activities without financial support from the Company. The Company deconsolidated Strike on July 1, 2020 and the income and loss for the VIE is recognized in the Company’s income statement through the deconsolidation date. As a result of such deconsolidation, the Company no longer recognizes the carrying value of the noncontrolling interest as a component of total shareholder’s equity resulting in a reduction of $ 468,673 141,922 8,421 Pro-forma financials have not been presented because the effects were not material to the Company’s consolidated financial position and results of operations for all periods presented. Strike remains a related party to the Company after deconsolidation and there is a long-term receivable from Strike to the Company for $ 455,545 The information below represents the assets, liabilities and non-controlling interest related to Strike as of July 1, 2020, the deconsolidation date, and December 31, 2019. Schedule of Assets, Liabilities and Non-controlling Interest Related to Strike July 1, 2020 Assets $ 100,698 Liabilities (427,449 ) Non-controlling interest (468,673 ) Accumulated other comprehensive income 141,922 December 31, 2019 Assets $ 128,166 Liabilities 30,649 Non-controlling interest (476,250 ) |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Note 5. Fixed Assets, Net Fixed assets comprised the following on Schedule of Fixed Assets 2020 2019 Computer equipment $ 90,707 $ 82,240 Warehouse and refrigeration equipment - 157,839 Leasehold improvements 4,919 4,919 Total 95,626 244,998 Less: Accumulated depreciation (75,562 ) (183,090 ) Fixed assets, net $ 20,064 $ 61,908 For the years ended December 31, 2020 and 2019, depreciation expense totaled approximately $ 33,200 66,000 407,198 343,181 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | Note 4. Debt Working Capital Line of Credit Keeler & Co entered into a $ 14,000,000 309,000 The line of credit accrued interest at a rate equal to the greater of 3 Month LIBOR rate plus 9.25% 6.0% 6.5% The ACF line of credit agreement was subject to the following terms: ■ Borrowing was 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 was collateralized by substantially all the assets and property of Keeler & Co. ■ Keeler & Co. was restricted to specified distribution payments, use of funds, and was required to comply with certain other covenants including certain financial ratios. ■ All cash received by Keeler & Co. ■ A subjective acceleration clause allowed 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 and is subject to early termination by the lender upon defined events of default. 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 3% 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 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. 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 3.25% 3.75% 50,000 16,667 25,000 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 The Borrowers utilized $ 784,450 631,958 First West Credit Union CEBA Loan On June 24, 2021, the Company assumed a commercial term loan with First West Credit Union Canada Emergency Business Account (“CEBA”) in the principal amount of CAD$ 60,000 in connection with the acquisition of TOBC . The loan initially bears no interest and is due on December 31, 2025. The borrower may prepay all or part of the loan commencing November 1, 2022 and if, by December 31, 2022 , the Company has paid 75% of the loan amount, the remaining 25% will be forgiven as per the loan agreement. If less than 75% of the loan amount is outstanding by December 31, 2022 , the then outstanding balance will be converted to interest only monthly payments at 5.0% John Keeler Promissory Notes – Subordinated The Company had unsecured promissory notes outstanding to its stockholder of approximately $ 1,299,000 39,100 174,000 6% No Kenar Note On March 26, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $ 1,000,000 March 31, 2021 September 30, 2021 18% 4,000,000 1,021,266 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% 2,655,292 On April 28, 2021, the Kenar Note was amended to extend the maturity date to May 31, 2021. The principal amount of the Kenar Note as of June 30, 2021 was $ 872,500 77,800 On July 6, 2021, the Company entered into a note payoff indemnity agreement with Kenar pursuant to which the Company paid Kenar $ 918,539 Lobo Note On April 2, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $ 100,000 18% 1,000,000 August 2, 2019 December 2, 2019 100,000 15% March 31, 2020 100,000 10% October 1, 2020 100,000 10% December 31, 2020 100,000 10% June 30, 2021 2,400 100,000 10% September 30, 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 4% 25,000 No 9,900 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 4% 2.00 No 1,700 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 The note bears interest at the rate of 4% 2.00 No 1,400 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 4% The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 2.00 No 1,000 Steven Atkinson and Janet Atkinson Promissory Notes – Subordinated On June 24, 2021, the Company issued a promissory note in the principal amount of CAD$ 102,000 82,824 November 30, 2021 On June 24, 2021, the Company issued a promissory note in the principal amount of CAD$ 98,000 79,576 November 30, 2021 Payroll Protection Program Loan On March 2, 2021, the Company received proceeds of $ 371,944 371,944 1.0% five years The Company may apply for forgiveness after August 17, 2021 and may be required to make monthly payments of approximately $ 8,500 1,200 | Note 6. Debt Working Capital Line of Credit On August 31, 2016, the Company entered into a $ 14,000,000 309,000 Interest on the line of credit was equal to the greater of 3 Month LIBOR rate plus 9.25% 6.0% 6.5% The ACF line of credit agreement was subject to the following terms: ■ Borrowing is based on up to 85% of eligible accounts receivable plus the net orderly liquidation value of eligible inventory at the same rate, subject to certain defined limitations. ■ The line is collateralized by substantially all the assets and property of the Company and is personally guaranteed by the stockholder of the Company. ■ The Company is restricted to specified distribution payments, use of funds, and is required to comply with certain other covenants including certain financial ratios. ■ All cash received by the Company is applied against the outstanding loan balance. ■ A subjective acceleration clause allows ACF to call the note upon a material adverse change. On November 26, 2019, Inc. the Company 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 and extended the term of the facility to 5 During the year ended December 31, 2020, the Company was in violation of its minimum EBITDA covenant as well as exceeding the covenant related to monies advanced to Bacolod by approximately $ 105,000 3% On May 7, 2020, the Company entered into an eighth amendment to the loan and security agreement with ACF which acknowledged the execution of a Payroll Protection Program loan and provided a reservation of rights related to a default of the minimum EBITDA covenant. 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 remain unchanged. As of December 31, 2020, the line of credit bears interest rate of 12.48% As of December 31, 2020, and 2019, the line of credit had an outstanding balance of approximately $ 1,805,000 6,918,000 The Company amortizes loan costs on a straight-line basis, which approximates the interest method, over the term of the credit facility. The Company added loan costs associated with the working capital lines of credit of approximately $ 70,000 25,000 2,992 5,470 585,000 513,000 72,000 129,000 On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (the “Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”) and the loan with ACF was extinguished. John Keeler Promissory Notes - Subordinated The Company had unsecured promissory notes outstanding to its stockholder of approximately $ 1,299,700 2,910,000 6% 17,000 1,593,300 796,650 No Kenar Note On March 26, 2019, the Company issued a four-month promissory note in the principal amount of $ 1,000,000 (the “Kenar Note”) to Kenar Overseas Corp., a company registered in Panama (“Kenar”), 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 18% 4,000,000 1,021,266 on 872,500 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% 2,655,292 Interest expense for the Kenar Note totaled approximately $ 177,700 Lobo Note On April 2, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $ 100,000 18% 1,000,000 The Lobo Note matured on August 2, 2019 December 2, 2019 100,000 15% March 31, 2020 100,000 10% October 1, 2020 100,000 10% December 31, 2020 100,000 10% June 30, 2021 Interest expense for the Lobo Note totaled approximately $ 11,200 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 The note bears and interest rate of 4% 25,000 No Interest expense for the Walter Lubkin Jr. note totaled approximately $ 20,100 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 4% The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. 2.00 No Interest expense for the Walter Lubkin III note totaled approximately $ 3,500 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 4% The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. 2.00 No Interest expense for the Tracy Greco note totaled approximately $ 2,800 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 4% 2.00 No Interest expense for the John Lubkin note totaled approximately $ 2,000 Payroll Protection Program Loan On April 17, 2020, the Company issued an unsecured promissory note to US Century Bank in the principal amount of $ 344,762 two-year maturity 1% The Company is required to make payments on the remaining principal of the note net of any loan forgiveness beginning November 17, 2020. HSBC Loan On May 13, 2020, the Company through Strike, its former variable interest entity, issued a six-year unsecured promissory note to HSBC Bank plc in the principal amount of $ 43,788 2.5% |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Business Combination | Note 5. Business Combination Acquisition of Taste of BC Aquafarms On June 24, 2021, the Company consummated the acquisition of TOBC and TOBC became a wholly owned subsidiary of the Company. The acquisition was accounted for as a business combination under the provisions of ASC 805. The aggregate purchase price of CAD$ 5,000,000 was paid as follows: (i) an aggregate of CAD$ 1,000,000 in cash to the Sellers; (ii) promissory notes in the aggregate principal amount of CAD$ 200,000 to the Sellers; (iii) 987,741 shares of the Company’s common stock (representing CAD$ 2,800,000 of shares based on USD$ 2.30 per share) with each Seller receiving their pro rata portion based on their ownership; and an aggregate of 344,957 shares of the Company’s common stock (representing CAD$ 1,000,000 additional shares calculated at USD$ 2.30 per share) were issued on August 3, 2021 and put in escrow until June 24, 2023. If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$ 1,300,000 , the Sellers will receive all of the escrowed shares. If, as of the 24-month anniversary of the closing, TOBC has cumulative revenue of less than CAD$ 1,300,000 , the Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue of TOBC as of such date. The transaction costs incurred in connection with the acquisition of TOBC amounted to $ 31,000 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash and cash equivalents $ 814,000 Common stock, 987,741 2,271,804 Promissory notes to Sellers 162,400 Contingent consideration - Common stock, 344,957 shares of BSFC common stock in escrow 793,400 Fair value of total consideration $ 4,041,604 Purchase Price Allocation: Tangible assets acquired $ 2,157,506 Trademarks 406,150 Customer relationships 1,454,017 Non-compete agreements 97,476 Goodwill 479,277 Liabilities assumed (552,822 ) Fair market value of net assets acquired $ 4,041,604 In determining the fair value of the common stock issued, the Company considered the value of the stock as estimated by the Company at the time of closing. The value of USD$ 2.30 per share of common stock, as provided in the Purchase Agreement, was calculated based on the volume weighted average price of a share of the Company’s common stock on the OTC Markets for the period commencing on April 28, 2020, the date the Company’s common stock started trading on the OTC Markets, through the closing of the acquisition on June 24, 2021. Liabilities assumed included three mortgage loans of approximately CAD$ 490,000 60,000 Unaudited Pro Forma Information The following unaudited pro forma information assumes the business acquisition occurred on January 1, 2020. For all of the business acquisitions, depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Proforma Information Six Months Ended Six Months Ended Revenue $ 4,936,796 $ 7,535,578 Net loss attributable to common shareholders $ (767,791 ) $ (4,368,367 ) Basic and diluted loss per share $ (0.04 ) $ (0.25 ) The information included in the pro forma amounts is derived from historical information obtained from the Sellers of the business. | Note 7. Business Combination Merger with Coastal Pride Seafood, LLC On November 26, 2019, the Company completed its merger with Coastal Pride Company, Inc. Under the terms of the Agreement and Plan of Merger and Reorganization, the Company paid $ 3.7 394,600 2.59 500,000 4% 210,000 4% 1,295,000 25% The transaction costs associated with this merger were $ 175,400 87,700 110,176 49,535 30,321 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash and cash equivalents $ 394,622 Common stock, 1,295,000 2,590,000 4% 500,000 4% 210,000 Fair value of total consideration $ 3,694,622 Recognized amount of identifiable assets acquired and liabilities assumed: Financial assets: Cash and cash equivalents $ 133,956 Accounts receivables 1,141,658 Inventory 1,562,973 Inventory Step Up 105,000 Prepaid and other assets 134,254 Right of Use Assets 100,640 Property and equipment 9,713 Identifiable intangible assets: Trademarks 850,000 Customer Relationships 1,250,000 Non-Compete Agreements 40,000 Financial liabilities: Accounts payable and accrued liabilities (816,435 ) Right of Use Liability (100,640 ) Working Capital Line of Credit (1,161,892 ) Total identifiable net assets 3,249,227 Goodwill 445,395 Total net value of assets assumed $ 3,694,622 In determining the fair value of the common stock issued, the Company considered the value of the stock as estimated at the time of closing. Given that the stock was not trading at the time of closing, the Company utilized its sale of common stock from November 2018 to November, 2019 of approximately $ 1,000,000 2.00 The transaction costs incurred in connection with the acquisition of TOBC amounted to $ 31,000 Liabilities assumed included three mortgage loans of approximately CAD$ 490,000 60,000 Inventory was assessed at the time of closing as to its fair value and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 11.6% 4.4% 105,000 Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes. Pro Forma Information The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2019. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Proforma Information For the year ended December 31, 2019 Revenue $ 33,057,338 Net Loss $ (5,048,290 ) Basic and Diluted Loss per Share $ (0.31 ) Basic and Diluted Weighted Average Common Shares Outstanding 16,201,766 The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amounts above for basic and diluted weighted average shares outstanding have been adjusted to include the stock issued in connection with the acquisition of Coastal Pride. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 8. Goodwill and Intangible Assets, Net The following table sets for the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019. Schedule of Goodwill 2020 2019 Balance, January 1 $ 445,395 $ - Acquisitions of Coastal Pride Company, Inc. - 445,395 Balance, December 31 $ 445,395 $ 445,395 The following table sets for the components of the Company’s intangible assets on Schedule of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 14 $ 850,000 $ (61,386 ) $ 788,614 Customer Relationships 12 1,250,000 (104,169 ) 1,145,831 Non-Compete Agreements 3 40,000 (10,829 ) 29,171 Total $ 2,140,000 $ (176,384 ) $ 1,963,616 The aggregate amortization remaining on the intangible assets as of December 31, 2020 is as follows: Schedule of Amortization of Intangible Assets Intangible Amortization 2021 $ 162,816 2022 $ 162,816 2023 $ 161,999 2024 $ 152,820 2025 $ 152,820 Thereafter $ 1,170,345 |
Common Stock
Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Common Stock | Note 6. 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 60,000 138,000 69,000 On February 8, 2021, the Company issued 25,000 25,250 On March 30, 2021, the Company issued 10,465 24,697 On March 31, 2021, the Company issued 5,000 11,800 On March 31, 2021, the Company issued 11,975 28,260 On April 15, 2021, the Company issued an aggregate of 16,460 39,504 On April 19, 2021, the Company issued 12,500 25,000 On April 29, 2021, the Company issued 105,757 227,378 On April 30, 2021, the Company issued 5,000 28,500 On May 31, 2021, the Company issued 5,000 31,500 On June 17, 2021, the Company sold pursuant to subscription agreements an aggregate of 475,000 shares of common stock at $ 2.00 per share to four accredited investors in a private offering for gross proceeds of $ 950,000 . On June 23, 2021, the Company sold pursuant to subscription agreements an aggregate 212,750 shares of common stock at $ 2.00 per share to twenty-seven accredited investors in a private offering for gross proceeds of $ 425,000 . On June 24, 2021, the Company issued 987,741 On June 30, 2021, the Company issued 5,000 36,250 On June 30, 2021, the Company issued 10,465 75,871 On June 30, 2021, the Company issued an aggregate of 706,500 shares of common stock to Series A preferred stockholders upon conversion of an aggregate 1,413 shares of Series A preferred stock. On June 30, 2021, the Company sold pursuant to subscription agreements an aggregate of 598,750 shares of common stock at $ 2.00 per share to twenty-six accredited investors in a private offering for gross proceeds of $ 1,198,000 . | Note 9. Stockholders’ Common Stock Preferred Stock Our Board of Directors has designated 10,000 8% The Series A Convertible Preferred Stock (“Series A Stock”) has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Stock. Dividends. 1,000.00 Dividends of common stock were authorized for issuance to the stockholders in accordance with the terms of the Certificate of Designation for the Series A Stock on March 31, 2020, June 30, 2020, September 29, 2020, and December 31, 2020. The dividends resulted in the issuance of an aggregate of 52,286 113,040 11,975 Conversion. 500 Common Stock The Company is authorized to issue 100,000,000 .0001 19,580,721 17,589,705 On January 29, 2019, the Company’s board of directors approved a private placement memorandum offering up to $ 300,000 150,000 2.00 On May 16, 2019, the Company issued 5,500 2.00 11,000 On November 26, 2019, the Company issued 1,295,000 2.00 2,590,000 Dividends of common stock were authorized for issuance to the Series A preferred stockholders in accordance with the terms of the Certificate of Designation for the Series A Stock on March 31, 2019, June 30, 2019, September 20, 2019 and December 31, 2019. The dividends resulted in the issuances of an aggregate of 56,520 113,041 During the year ended December 31, 2019, the Company issued 11,000 2.00 During the year ended December 31, 2019, the Company issued 22,500 45,000 176,021 352,042 On May 27, 2020, the Company issued 5,000 2.00 On May 27, 2020, the Company issued 1,021,266 2.60 On December 30, 2020, the Company issued 796,650 1,593,300 Dividends of common stock were issued to the Series A preferred stockholders in accordance with the terms of the Certificate of Designation for the Series A Stock on March 31, 2020, June 30, 2020, September 29, 2020 and December 31, 2020. The dividends resulted in the issuances of an aggregate of 52,286 113,040 During the year ended December 31, 2020, the Company issued 115,814 189,000 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 60,000 138,000 69,000 On February 8, 2021, the Company issued 25,000 25,250 On March 30, 2021, the Company issued 10,465 24,697 On March 31, 2021, the Company issued 5,000 11,800 On March 31, 2021, the Company issued 11,975 28,260 On April 15, 2021, the Company issued an aggregate of 16,460 39,504 On April 19, 2021, the Company issued 12,500 25,000 On April 29, 2021, the Company issued 105,757 227,378 On April 30, 2021, the Company issued 5,000 28,500 On May 31, 2021, the Company issued 5,000 31,500 On June 17, 2021, the Company sold pursuant to subscription agreements an aggregate of 475,000 shares of common stock at $ 2.00 per share to four accredited investors in a private offering for gross proceeds of $ 950,000 . On June 23, 2021, the Company sold pursuant to subscription agreements an aggregate 212,750 shares of common stock at $ 2.00 per share to twenty-seven accredited investors in a private offering for gross proceeds of $ 425,000 . On June 24, 2021, the Company issued 987,741 On June 30, 2021, the Company issued 5,000 36,250 On June 30, 2021, the Company issued 10,465 75,871 On June 30, 2021, the Company issued an aggregate of 706,500 shares of common stock to Series A preferred stockholders upon conversion of an aggregate 1,413 shares of Series A preferred stock. On June 30, 2021, the Company sold pursuant to subscription agreements an aggregate of 598,750 shares of common stock at $ 2.00 per share to twenty-six accredited investors in a private offering for gross proceeds of $ 1,198,000 . |
Options
Options | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Options | Note 7. Options The following table represents option activity for the six months ended June 30, 2021: Schedule of Option Activity 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 676,417 $ - Forfeited (63,750 ) $ 2.00 Vested 3,431,250 Outstanding – June 30, 2021 4,422,667 $ 2.00 7.33 Exercisable – June 30, 2021 3,431,250 $ 2.00 7.33 $ 18,014,065 The Company recognized $ 96,489 | Note 10. Options During the twelve months ended December 31, 2020 and December 31, 2019, approximately $ 139,380 2,251,300 1. Ten 3,120,000 2.00 one year 2. Ten 430,000 2.00 25% 3. Ten 250,000 2.00 20% 4. Ten 25,000 2.00 25% The following table summarizes the assumptions used to estimate the fair value of the stock options granted for the twelve months ended December 31, 2019 since no options were granted for the twelve months ended December 31, 2020: Schedule of Fair Value of Stock Options 2019 Expected Volatility 39% 48 % Risk Free Interest Rate 2.62% 2.71 % Expected life of options 6.25 10.0 Under the Black-Scholes option pricing model, the fair value of the 705,000 613,586 327,852 467,232 7 15,000 2,263 The following table represents option activity for the years ended December 31, 2020 and 2019: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding - December 31, 2018 6,240,000 $ 1.17 9.86 Exercisable - December 31, 2018 3,120,000 $ 0.33 9.86 $ 5,210,400 Granted 705,000 $ 2.00 Forfeited (3,135,000 ) $ 0.00 Vested 3,120,000 Outstanding - December 31, 2019 3,810,000 $ 2.00 8.86 Exercisable - December 31, 2019 3,120,000 $ 2.00 8.86 $ 984,000 Granted - $ - Forfeited - $ - Vested 3,280,000 - Outstanding - December 31, 2020 3,810,000 $ 2.00 7.87 Exercisable - December 31, 2020 3,280,000 $ 2.00 7.87 $ 721,600 The non-vested options outstanding are 530,000 690,000 |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrants | Note 8. Warrants Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2020 353,250 $ 2.40 0.85 Exercisable – December 31, 2020 353,250 $ 2.40 0.85 $ - Granted 1,286,500 $ - Forfeited or Expired - $ - Outstanding – June 30, 2021 1,639,750 $ 2.09 2.39 Exercisable – June 30, 2021 1,639,750 $ 2.09 2.39 $ 8,467,388 As of June 30, 2021, the Company issued warrants to purchase an aggregate of 1,286,500 2.00 fifty-seven accredited investors | Note 11. Warrants During the twelve months ended December 31, 2020 and 2019, the Company did no Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2020 353,250 $ 2.40 0.85 Exercisable – December 31, 2020 353,250 $ 2.40 0.85 $ - Granted 1,286,500 $ - Forfeited or Expired - $ - Outstanding – June 30, 2021 1,639,750 $ 2.09 2.39 Exercisable – June 30, 2021 1,639,750 $ 2.09 2.39 $ 8,467,388 As of June 30, 2021, the Company issued warrants to purchase an aggregate of 1,286,500 2.00 fifty-seven accredited investors |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 12. Income taxes Allocation of federal and state income taxes between current and deferred portions is as follows: Schedule of Income Tax Provision (Benefit) Components of Tax Expense December 31, 2020 December 31, 2019 Current - Federal $ - - Current - State 1,122 4,413 Deferred - Federal - - Deferred - State - - Income Tax Provision/(Benefit) $ 1,122 $ 4,413 Federal income tax expense differs from the statutory federal rates of 21% Schedule of Rate Reconciliation Rate Reconciliation December 31, 2020 December 31, 2019 Provision/(Benefit) at Statutory Rate $ (931,861 ) 21.00 % $ (1,054,558 ) 21.00 % State Tax Provision/(Benefit) net of federal benefit (169,277 ) 3.85 % (179,449 ) 4.03 % Permanent Book/Tax Differences 1,283 (0.03 )% 14,603 (0.29 )% Change in valuation allowance 992,311 (22.36 )% 1,222,042 (24.34 )% Other 108,667 (2.45 )% 1,775 (0.04 )% Income Tax Provision/(Benefit) $ 1,122 0.01 % $ 4,413 0.37 % The components of the net deferred tax asset on Schedule of Deferred Income Tax Assets December 31, 2020 December 31, 2019 Deferred Tax Assets 263A Unicap $ 26,923 $ 90,539 Fixed Assets 31,830 27,754 Charitable Contribution Carryforward 269 121 Intangibles 70,173 18,287 Inventory Reserve 17,761 (362 ) Business Interest Limitation 637,897 417,904 Stock based compensation 684,800 661,359 Federal Net Operating loss 879,150 254,079 State Net Operating Loss 156,004 42,814 Total Deferred Tax Assets 2,504,807 1,512,495 Net Deferred Tax Asset/(Liability) 2,504,807 1,512,495 Valuation Allowance (2,504,807 ) (1,512,495 ) Net Deferred Tax Asset/(Liability) $ - $ - Tax periods for all fiscal years after 2017 remain open to examination by the federal and state taxing jurisdictions to which the Company is subject. As of December 31, 2020, the Company has federal net operating loss of $ 4,186,428 ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be recognized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2020. As of December 31, 2020, and 2019, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax related interest as income tax expenses. No interest or penalties were recorded during the years ended December 31, 2020, and 2019. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitment and Contingencies | Note 9. 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 4,756 The Company leases approximately 1,600 Rental and equipment lease expenses amounted to approximately $ 28,400 125,000 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. | Note 13. 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 (see Note 2). The lease which had a 20 -year term, expiring in July 2021 was terminated on December 31, 2020, upon the sale of the facility. The Company was a guarantor of the mortgage on the facility which had a zero balance on Guarantees The Company leases approximately 3,000 four years See Recently Adopted Accounting Pronouncements under ASC 842 Leases regarding the disclosure of the future period amortizations of the Right of Use assets. Rental and equipment lease expenses were approximately $ 239,600 237,400 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Covid-19 Pandemic | ||
COVID-19 Pandemic | Note 10. 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. Although the COVID-19 vaccine is currently available to the population in the U.S., cases of the COVID-19 virus continue to raise due to variants of the virus and the long-term effects of this pandemic 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. | Note 14. 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 15. Employee Benefit Plan The Company provides and sponsors a 401(k) plan for its employees. For the years ended December 31, 2020 and 2019, no |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11. Subsequent Events On July 1, 2021, the Company issued to Lobo an unsecured promissory note in the principal amount of $ 100,000 10 On July 6, 2021, the Company entered into a note payoff indemnity agreement with Kenar pursuant to which the Company paid Kenar $ 918,539 of principal and accrued interest in full satisfaction of the amounts due to Kenar under a Second Loan Amendment, dated April 26, 2021, between the Company and Kenar. Consequently, the Kenar Note was extinguished, and the shares pledged by Mr. Keeler were released. On July 8, 2021, we sold pursuant to subscription agreements an aggregate of 83,750 2.00 83,750 2.00 167,500 On July 14, 2021, we sold pursuant to subscription agreements an aggregate of 129,750 2.00 129,750 2.00 259,500 On August 3, 2021, the Company issued 5,000 shares of common stock with a fair value of $ 30,000 to an investor relations firm for services provided to the Company under an investor relations consulting agreement. | Note 16. Subsequent Events Common Stock The Company authorized the issuance of an aggregate of 83,721 On February 8, 2021, the Company issued 25,000 On March 30, 2021, the Company issued 10,465 On March 31, 2021, the Company issued 5,000 Paycheck Protection Program Loan On March 2, 2021, the Company received proceeds of $ 371,944 371,944 1.0% five years The Company may apply for forgiveness after August 17, 2021 and may be required to make monthly payments of approximately $ 8,500 Board of Directors On March 29, 2021, the board of directors increased the size of the Company’s Board from two to five members and appointed Jeffrey J. Guzy, Timothy McLellan and Trond Ringstad as directors, effective April 12, 2021, to fill the vacancies created by such increase. In connection with such appointments, the Company entered into one-year director service agreements with each of Messrs. Guzy, McLellan and Ringstad and with each of the two current Board members, Nubar Herian and John Keeler which automatically renew for successive one-year terms. In consideration for their services, each director will be issued $ 25,000 100,000 2.00 On July 1, 2021, the Company issued to Lobo an unsecured promissory note in the principal amount of $ 100,000 10 On July 6, 2021, the Company entered into a note payoff indemnity agreement with Kenar pursuant to which the Company paid Kenar $ 918,539 of principal and accrued interest in full satisfaction of the amounts due to Kenar under a Second Loan Amendment, dated April 26, 2021, between the Company and Kenar. Consequently, the Kenar Note was extinguished, and the shares pledged by Mr. Keeler were released. Lighthouse Credit Facility 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. 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 3.25% 3.75% 50,000 25,000 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 On July 8, 2021, we sold pursuant to subscription agreements an aggregate of 83,750 2.00 83,750 2.00 167,500 On July 14, 2021, we sold pursuant to subscription agreements an aggregate of 129,750 2.00 129,750 2.00 259,500 The Borrowers utilized $ 784,450 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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. | 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”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, John Keeler & Co, Inc. a wholly owned subsidiary, and Coastal Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of John Keeler & Co., Inc. All intercompany balances and transactions have been eliminated in consolidation. | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed, and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company reviews its indefinite lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed an assessment of indefinite lived intangibles and goodwill and determined there was no impairment for the six months ended June 30, 2021 and 2020. | Goodwill and Other Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with an acquisition. Other intangible assets include customer relationships, non-compete agreements, and trademarks. The Company reviews its finite-lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Impairments are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur. In accordance with its policies, the Company performed an assessment of its finite-lived intangibles and goodwill and determined there was no |
Variable Interest Entity | Variable Interest Entity Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation The Company evaluates its interests in VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact its economic performance; and (ii) the obligation to absorb losses of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that could be significant to the VIE. Effective April 1, 2014, the Company’s stockholder was transferred the controlling interest of Strike the Gold Foods, Ltd. (“Strike”), a related party entity which holds the Company’s inventory on consignment in United Kingdom (see Note 3). The Company evaluated its interest in Strike and determined that Strike is a VIE due to the Company’s implicit interest in Strike and the fact that Strike and the Company were under common control after the transfer of the controlling interest. Moreover, the Company determined that it is the primary beneficiary of Strike due to the fact that the Company had both the power to direct the activities that most significantly impact Strike and the obligation to absorb losses or the right to receive benefits from Strike. Therefore, the Company consolidated Strike in its financial statements starting as of April 1, 2014, the effective date of the controlling interest transfer. During the third quarter of 2020, the Company determined that Strike was no longer a VIE because there was a verbal agreement with Strike that terminated the original agreement to hold the inventory on consignment and Strike has not engaged in transactions with the Company or its subsidiaries in 2020. The Company also evaluated its interest in three related party entities that are under common control with the Company, Bacolod Blue Star Export Corp. (“Bacolod”), Bicol Blue Star Export Co. (“Bicol”) and John Keeler Real Estate Holding (“JK Real Estate”), in light of ASC 810. The Company purchases inventory from Bacolod, an exporter of pasteurized crab meat out of the Philippines. The Company purchased inventory, via Bacolod, from Bicol. The Company leased its office and warehouse facility from JK Real Estate, a landlord that is a related party through common family beneficial ownership until December 31, 2020. (see Note 7) The Company determined that Bacolod and Bicol are not VIE’s as they do not meet the criteria to be considered a VIE per ASC 810. The Company does not directly or indirectly absorb any variability of Bacolod or Bicol. The relationship between the Company and Bacolod and Bicol is strictly a supplier/customer relationship (see Advances to Suppliers and Related Party The Company no longer leases its office and warehouse facility from JK Real Estate and no longer guarantees the mortgage on the facility and therefore is no longer considered a VIE. On December 31, 2020, this facility was sold to an unrelated third-party purchaser and the lease was terminated. | |
Cash, Restricted Cash and Cash Equivalents | Cash, Restricted Cash and Cash Equivalents The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows: Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash December 31, December 31, Cash and cash equivalents $ 55,644 $ 153,904 Restricted cash 282,043 41,906 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 337,687 $ 195,810 | |
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 and sales return and allowances. They are stated at estimated net realizable value. As of December 31, 2020, and 2019, the Company recorded sales return and allowances and refund liability of approximately $ 62,800 59,100 no | |
Inventories | Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at the Company’s warehouse facility as well as 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, cost being determined 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 $ 522,000 1,958,000 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 market 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 recorded an inventory allowance of approximately $ 71,400 40,800 | |
Advances to Suppliers and Related Party | Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of December 31, 2020, and 2019, the balance due from the related party for future shipments was approximately $ 1,300,000 1,286,000 1,280,000 9,531,000 | |
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: Schedule of Estimated Useful Life of Assets Furniture and fixtures 7 10 Computer equipment 5 Warehouse and refrigeration equipment 10 Leasehold improvements 7 Automobile 5 Trade show booth 7 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. The Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. On | |
Other Comprehensive (loss) Income | Other Comprehensive (loss) Income The Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income | |
Foreign Currency Exchange Rates Risk | Foreign Currency Exchange Rates Risk We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating activities. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized when we exchange one currency for another. Our operations primarily utilize the U.S. dollar and Canadian dollar as their functional currencies. Movements in foreign currency exchange rates affect our financial statements. | Foreign Currency Translation The Company’s functional and reporting currency is the U.S. Dollars. The assets and liabilities held by the Company’s previous VIE had a functional currency other than the U.S. Dollar. In the third quarter of 2020, the VIE was assessed as no longer being a VIE. The VIE results were translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. The VIE’s revenue and expenses were translated into U.S. Dollars at the average rates that prevailed during the period. The rates used in the financial statements as presented for December 31, 2020 and 2019 were 1.260 and 1.337 US dollar to UK pound sterling, respectively. 23,700 50 |
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, and steelhead salmon produced under the brand name Little Cedar Farms for distribution in Canada. 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. | Revenue Recognition Effective with the January 1, 2018 adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” and the associated ASUs (collectively, “Topic 606”), the Company recognizes revenue when its customer obtains control of 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. We sell primarily to food service distributors. We also sell our 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 June 30, 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. Schedule of Lease-related Assets and Liabilities June 30, 2021 Assets Operating lease assets $ 85,300 Liabilities Current Operating lease liabilities $ 29,960 Noncurrent Operating lease liabilities $ 54,976 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,245 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases June 30, 2021 Weighted-average remaining lease term Operating leases 2.92 Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of June 30, 2021, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 (six months remaining) 16,776 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 91,862 Less: amount of lease payments representing interest (6,926 ) Present value of future minimum lease payments $ 84,936 Less: current obligations under leases $ (29,960 ) Non-current obligations $ 54,976 | Leases On January 1, 2019, we adopted Accounting Standards Codification 842 and all the related amendments using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of December 31, 2020. Our leases generally have terms that range from three years for equipment and six to seven years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities December 31, Assets Operating lease assets $ 99,472 Liabilities Current $ 29,337 Operating lease liabilities Noncurrent Operating lease liabilities $ 69,844 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Twelve Months Ended Cash used in operating activities: Operating leases $ 156,582 ROU assets recognized in exchange for lease obligations: Operating leases $ 28,137 The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2020 Weighted-average remaining lease term Operating leases 3.39 Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of December 31, 2020, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 33,552 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 108,638 Less: amount of lease payments representing interest (9,457 ) Present value of future minimum lease payments $ 99,181 Less: current obligations under leases $ (29,337 ) Non-current obligations $ 69,844 |
Advertising | Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 7,200 81,700 | |
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. | |
Customer Concentration | Customer Concentration The Company had three customers which accounted for approximately 26% 46% 19% | |
Supplier Concentration | Supplier Concentration The Company had five suppliers which accounted for approximately 65% 93% 25% The Company had two suppliers which accounted for approximately 42% 21% 65% 27% 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 Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. We believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. | |
Earnings or Loss per Share | Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As further described in Footnote 6 - Series A Convertible Preferred Stock, as of December 31, 2020 and 2019, 1,413 706,500 3,120,000 3,280,000 353,250 As there was a net loss for the years ended December 31, 2020 and December 31, 2019, basic and diluted losses per share each year are the same. | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company has elected to adopt ASU 2016-09 and has a policy to account for forfeitures as they occur. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. | |
Related Parties | Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. As of December 31, 2020, and 2019, there was approximately $ 392,000 350,900 | |
Reclassifications | 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 June 30, 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 six months ended June 30, 2021. A permits renewal payment of $ 8,000 was made to Bacolod during the three months ended June 30, 2021. Cost of revenue related to inventories purchased from Bacolod represented approximately $ 126 and $ 238,000 of total cost of revenue for the six months ended June 30, 2021 and 2020, respectively. | Reclassifications Certain amounts in prior year have been reclassified to conform to the current year presentation. A permits renewal payment of $ 8,000 was made to Bacolod during the three months ended June 30, 2021. |
Income Taxes | Income Taxes Prior to November 8, 2018, the Company was taxed under the provisions of subchapter S of the Internal Revenue Code. Under these provisions, the Company did not pay corporate federal income taxes on its taxable income but was liable for Florida corporate income taxes and Texas Franchise Tax. The shareholder was liable for individual income taxes on the Company’s taxable income. Post-merger, the Company files consolidated federal and state income tax returns. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations. There were no | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosure. ASU 2016-13 Financial Instruments – Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward-looking, expected loss model to estimate credit losses. It also requires entities to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers excluding smaller reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 16, 2019, FASB voted to delay implementation of ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company continues to evaluate the impact of these amendments to the Company’s financial position and results of operations and currently expect no material impact of the adoption of the amendments on the Company’s consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash | Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash December 31, December 31, Cash and cash equivalents $ 55,644 $ 153,904 Restricted cash 282,043 41,906 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 337,687 $ 195,810 | |
Schedule of Estimated Useful Life of 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: Schedule of Estimated Useful Life of Assets Furniture and fixtures 7 10 Computer equipment 5 Warehouse and refrigeration equipment 10 Leasehold improvements 7 Automobile 5 Trade show booth 7 | |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities June 30, 2021 Assets Operating lease assets $ 85,300 Liabilities Current Operating lease liabilities $ 29,960 Noncurrent Operating lease liabilities $ 54,976 | The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities December 31, Assets Operating lease assets $ 99,472 Liabilities Current $ 29,337 Operating lease liabilities Noncurrent Operating lease liabilities $ 69,844 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,245 ROU assets recognized in exchange for lease obligations: Operating leases $ - | Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Twelve Months Ended Cash used in operating activities: Operating leases $ 156,582 ROU assets recognized in exchange for lease obligations: Operating leases $ 28,137 |
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. Schedule of Remaining Lease Term and Discount Rates for Operating Leases June 30, 2021 Weighted-average remaining lease term Operating leases 2.92 Weighted-average discount rate Operating leases 4.3 % | The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2020 Weighted-average remaining lease term Operating leases 3.39 Weighted-average discount rate Operating leases 4.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of June 30, 2021, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 (six months remaining) 16,776 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 91,862 Less: amount of lease payments representing interest (6,926 ) Present value of future minimum lease payments $ 84,936 Less: current obligations under leases $ (29,960 ) Non-current obligations $ 54,976 | Maturities of lease liabilities as of December 31, 2020, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 33,552 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 108,638 Less: amount of lease payments representing interest (9,457 ) Present value of future minimum lease payments $ 99,181 Less: current obligations under leases $ (29,337 ) Non-current obligations $ 69,844 |
Consolidation of Variable Int_2
Consolidation of Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets, Liabilities and Non-controlling Interest Related to Strike | The information below represents the assets, liabilities and non-controlling interest related to Strike as of July 1, 2020, the deconsolidation date, and December 31, 2019. Schedule of Assets, Liabilities and Non-controlling Interest Related to Strike July 1, 2020 Assets $ 100,698 Liabilities (427,449 ) Non-controlling interest (468,673 ) Accumulated other comprehensive income 141,922 December 31, 2019 Assets $ 128,166 Liabilities 30,649 Non-controlling interest (476,250 ) |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets comprised the following on Schedule of Fixed Assets 2020 2019 Computer equipment $ 90,707 $ 82,240 Warehouse and refrigeration equipment - 157,839 Leasehold improvements 4,919 4,919 Total 95,626 244,998 Less: Accumulated depreciation (75,562 ) (183,090 ) Fixed assets, net $ 20,064 $ 61,908 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash and cash equivalents $ 814,000 Common stock, 987,741 2,271,804 Promissory notes to Sellers 162,400 Contingent consideration - Common stock, 344,957 shares of BSFC common stock in escrow 793,400 Fair value of total consideration $ 4,041,604 Purchase Price Allocation: Tangible assets acquired $ 2,157,506 Trademarks 406,150 Customer relationships 1,454,017 Non-compete agreements 97,476 Goodwill 479,277 Liabilities assumed (552,822 ) Fair market value of net assets acquired $ 4,041,604 | The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash and cash equivalents $ 394,622 Common stock, 1,295,000 2,590,000 4% 500,000 4% 210,000 Fair value of total consideration $ 3,694,622 Recognized amount of identifiable assets acquired and liabilities assumed: Financial assets: Cash and cash equivalents $ 133,956 Accounts receivables 1,141,658 Inventory 1,562,973 Inventory Step Up 105,000 Prepaid and other assets 134,254 Right of Use Assets 100,640 Property and equipment 9,713 Identifiable intangible assets: Trademarks 850,000 Customer Relationships 1,250,000 Non-Compete Agreements 40,000 Financial liabilities: Accounts payable and accrued liabilities (816,435 ) Right of Use Liability (100,640 ) Working Capital Line of Credit (1,161,892 ) Total identifiable net assets 3,249,227 Goodwill 445,395 Total net value of assets assumed $ 3,694,622 |
Schedule of Proforma Information | The following unaudited pro forma information assumes the business acquisition occurred on January 1, 2020. For all of the business acquisitions, depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Proforma Information Six Months Ended Six Months Ended Revenue $ 4,936,796 $ 7,535,578 Net loss attributable to common shareholders $ (767,791 ) $ (4,368,367 ) Basic and diluted loss per share $ (0.04 ) $ (0.25 ) | The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2019. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Proforma Information For the year ended December 31, 2019 Revenue $ 33,057,338 Net Loss $ (5,048,290 ) Basic and Diluted Loss per Share $ (0.31 ) Basic and Diluted Weighted Average Common Shares Outstanding 16,201,766 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets for the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019. Schedule of Goodwill 2020 2019 Balance, January 1 $ 445,395 $ - Acquisitions of Coastal Pride Company, Inc. - 445,395 Balance, December 31 $ 445,395 $ 445,395 |
Schedule of Intangible Assets | The following table sets for the components of the Company’s intangible assets on Schedule of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 14 $ 850,000 $ (61,386 ) $ 788,614 Customer Relationships 12 1,250,000 (104,169 ) 1,145,831 Non-Compete Agreements 3 40,000 (10,829 ) 29,171 Total $ 2,140,000 $ (176,384 ) $ 1,963,616 |
Schedule of Amortization of Intangible Assets | The aggregate amortization remaining on the intangible assets as of December 31, 2020 is as follows: Schedule of Amortization of Intangible Assets Intangible Amortization 2021 $ 162,816 2022 $ 162,816 2023 $ 161,999 2024 $ 152,820 2025 $ 152,820 Thereafter $ 1,170,345 |
Options (Tables)
Options (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Fair Value of Stock Options | The following table summarizes the assumptions used to estimate the fair value of the stock options granted for the twelve months ended December 31, 2019 since no options were granted for the twelve months ended December 31, 2020: Schedule of Fair Value of Stock Options 2019 Expected Volatility 39% 48 % Risk Free Interest Rate 2.62% 2.71 % Expected life of options 6.25 10.0 | |
Schedule of Option Activity | The following table represents option activity for the six months ended June 30, 2021: Schedule of Option Activity 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 676,417 $ - Forfeited (63,750 ) $ 2.00 Vested 3,431,250 Outstanding – June 30, 2021 4,422,667 $ 2.00 7.33 Exercisable – June 30, 2021 3,431,250 $ 2.00 7.33 $ 18,014,065 | The following table represents option activity for the years ended December 31, 2020 and 2019: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding - December 31, 2018 6,240,000 $ 1.17 9.86 Exercisable - December 31, 2018 3,120,000 $ 0.33 9.86 $ 5,210,400 Granted 705,000 $ 2.00 Forfeited (3,135,000 ) $ 0.00 Vested 3,120,000 Outstanding - December 31, 2019 3,810,000 $ 2.00 8.86 Exercisable - December 31, 2019 3,120,000 $ 2.00 8.86 $ 984,000 Granted - $ - Forfeited - $ - Vested 3,280,000 - Outstanding - December 31, 2020 3,810,000 $ 2.00 7.87 Exercisable - December 31, 2020 3,280,000 $ 2.00 7.87 $ 721,600 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Schedule of Warrant Activity | Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2020 353,250 $ 2.40 0.85 Exercisable – December 31, 2020 353,250 $ 2.40 0.85 $ - Granted 1,286,500 $ - Forfeited or Expired - $ - Outstanding – June 30, 2021 1,639,750 $ 2.09 2.39 Exercisable – June 30, 2021 1,639,750 $ 2.09 2.39 $ 8,467,388 | Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2020 353,250 $ 2.40 0.85 Exercisable – December 31, 2020 353,250 $ 2.40 0.85 $ - Granted 1,286,500 $ - Forfeited or Expired - $ - Outstanding – June 30, 2021 1,639,750 $ 2.09 2.39 Exercisable – June 30, 2021 1,639,750 $ 2.09 2.39 $ 8,467,388 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | Allocation of federal and state income taxes between current and deferred portions is as follows: Schedule of Income Tax Provision (Benefit) Components of Tax Expense December 31, 2020 December 31, 2019 Current - Federal $ - - Current - State 1,122 4,413 Deferred - Federal - - Deferred - State - - Income Tax Provision/(Benefit) $ 1,122 $ 4,413 |
Schedule of Rate Reconciliation | Federal income tax expense differs from the statutory federal rates of 21% Schedule of Rate Reconciliation Rate Reconciliation December 31, 2020 December 31, 2019 Provision/(Benefit) at Statutory Rate $ (931,861 ) 21.00 % $ (1,054,558 ) 21.00 % State Tax Provision/(Benefit) net of federal benefit (169,277 ) 3.85 % (179,449 ) 4.03 % Permanent Book/Tax Differences 1,283 (0.03 )% 14,603 (0.29 )% Change in valuation allowance 992,311 (22.36 )% 1,222,042 (24.34 )% Other 108,667 (2.45 )% 1,775 (0.04 )% Income Tax Provision/(Benefit) $ 1,122 0.01 % $ 4,413 0.37 % |
Schedule of Deferred Income Tax Assets | The components of the net deferred tax asset on Schedule of Deferred Income Tax Assets December 31, 2020 December 31, 2019 Deferred Tax Assets 263A Unicap $ 26,923 $ 90,539 Fixed Assets 31,830 27,754 Charitable Contribution Carryforward 269 121 Intangibles 70,173 18,287 Inventory Reserve 17,761 (362 ) Business Interest Limitation 637,897 417,904 Stock based compensation 684,800 661,359 Federal Net Operating loss 879,150 254,079 State Net Operating Loss 156,004 42,814 Total Deferred Tax Assets 2,504,807 1,512,495 Net Deferred Tax Asset/(Liability) 2,504,807 1,512,495 Valuation Allowance (2,504,807 ) (1,512,495 ) Net Deferred Tax Asset/(Liability) $ - $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) | Aug. 03, 2021USD ($)$ / sharesshares | Aug. 03, 2021USD ($)$ / sharesshares | Aug. 03, 2021CAD ($)shares | Jun. 30, 2021$ / sharesshares | Jun. 24, 2021USD ($)$ / shares | Jun. 24, 2021CAD ($) | Apr. 27, 2021CAD ($)shares | Apr. 19, 2021shares | Mar. 31, 2021shares | Mar. 31, 2021shares | Mar. 30, 2021shares | Feb. 08, 2021shares | Nov. 08, 2018USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Jun. 30, 2020USD ($)$ / sharesshares | Apr. 15, 2021shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 03, 2021CAD ($) | Jun. 24, 2021CAD ($) | Apr. 27, 2021$ / shares | Apr. 27, 2021CAD ($) | May 27, 2020$ / shares | Mar. 31, 2020shares | Dec. 31, 2018USD ($)shares |
Par value of exchanged shares | $ / shares | $ 0.0001 | $ 2.30 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.30 | |||||||||||||||||||||||||||
Common stock issued for service, shares | 10,465 | 12,500 | 10,465 | |||||||||||||||||||||||||
Warrants issued to investors | 1,286,500 | 1,286,500 | 1,286,500 | |||||||||||||||||||||||||
Total capital contribution | $ | $ 2,573,000 | $ 10,000 | $ 10,000 | $ 22,000 | ||||||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ | $ 790,593 | 260,667 | ||||||||||||||||||||||||||
Business acquisitions, year of acquisition, description | If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$ | |||||||||||||||||||||||||||
Debt instrument, principal amount | $ | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||
Common stock issued for cash, shares | 987,741 | 5,000 | 10,465 | 25,000 | 83,721 | |||||||||||||||||||||||
Common stock issued for cash | $ 2,800,000 | $ 2,573,000 | $ 10,000 | $ 10,000 | $ 32,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.30 | $ 2.30 | ||||||||||||||||||||||||||
Common stock issued for service, shares | 5,000 | |||||||||||||||||||||||||||
Common stock issued held in escrow, shares | 344,957 | 344,957 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Shares outstanding | 1,413 | 1,413 | 1,413 | 1,413 | 1,413 | 1,413 | 1,413 | 1,413 | 1,413 | |||||||||||||||||||
Common stock issued for cash | $ | ||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 5,000,000 | $ 5,000,000 | 4,000,000 | |||||||||||||||||||||||||
Taste of BC Aquafarms Inc [Member] | ||||||||||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Taste of BC Aquafarms Inc [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Taste of BC Aquafarms Inc [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Cumulative Earnings (Deficit) | $ 1,300,000 | 1,300,000 | $ 1,300,000 | |||||||||||||||||||||||||
Taste of BC Aquafarms Inc [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Cumulative Earnings (Deficit) | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Shares outstanding | 23,119,041 | 19,633,161 | 19,633,161 | 23,119,041 | 19,633,161 | 18,642,388 | 23,119,041 | 18,642,388 | 19,580,721 | 17,589,705 | 17,603,835 | 16,023,164 | ||||||||||||||||
Common stock issued for service, shares | 37,965 | 40,465 | 115,814 | 198,521 | ||||||||||||||||||||||||
Common stock issued for cash, shares | 1,286,500 | 5,000 | 5,000 | 16,000 | ||||||||||||||||||||||||
Common stock issued for cash | $ | $ 129 | $ 1 | $ 2 | |||||||||||||||||||||||||
Common Stock [Member] | Agreement and Plan of Merger and Reorganization [Member] | ||||||||||||||||||||||||||||
Common stock received on transaction | 750,000 | |||||||||||||||||||||||||||
Common stock issued for service, shares | 265,000 | |||||||||||||||||||||||||||
Common Stock [Member] | Agreement and Plan of Merger and Reorganization [Member] | ||||||||||||||||||||||||||||
Additional paid in capital | $ | $ 530,001 | |||||||||||||||||||||||||||
Shareholder [Member] | John Keeler Co., Inc. [Member] | ||||||||||||||||||||||||||||
Shares issued to new shareholder | 15,000,000 | |||||||||||||||||||||||||||
Prior Investors [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Warrants fair value | $ | $ 688,000 | $ 81,353 | ||||||||||||||||||||||||||
Christopher Constable [Member] | ||||||||||||||||||||||||||||
Number of stock options granted | 3,120,000 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Warrants issued to investors | 181,250 | |||||||||||||||||||||||||||
Total capital contribution | $ | $ 725,000 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Private Placement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Shares issued to investors | 725 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Shareholder [Member] | ||||||||||||||||||||||||||||
Shares exchanged by the shareholder | 500 | |||||||||||||||||||||||||||
Par value of exchanged shares | $ / shares | $ 1 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Shares outstanding | 16,015,000 | |||||||||||||||||||||||||||
Converted to equity transaction | $ | $ 2,400 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Prior Investors [Member] | ||||||||||||||||||||||||||||
Warrants issued to investors | 172,000 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Prior Investors [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Shares issued to investors | 688 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Christopher Constable [Member] | ||||||||||||||||||||||||||||
Number of stock options granted | 3,120,000 | |||||||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Carlos Faria [Member] | ||||||||||||||||||||||||||||
Options to purchase stock | 104 |
Schedule Reconciliation of Cash
Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 1,630,732 | $ 55,644 | $ 153,904 | ||
Restricted cash | 282,043 | 41,906 | |||
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 1,630,732 | $ 337,687 | $ 52,713 | $ 195,810 | $ 347,226 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Life of Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Warehouse and Refrigeration Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Automobile [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Trade Show Booth [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Operating lease assets | $ 85,300 | $ 99,472 | $ 1,206,931 |
Operating lease liabilities - Current | 29,960 | 29,337 | 136,952 |
Operating lease liabilities - Noncurrent | $ 54,976 | $ 69,844 | $ 1,089,390 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 14,245 | $ 156,582 |
ROU assets recognized in exchange for lease obligations: Operating leases | $ 28,137 |
Schedule of Remaining Lease Ter
Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 2 years 11 months 1 day | 3 years 4 months 20 days |
Weighted-average discount rate, Operating leases | 4.30% | 4.30% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
2022 | $ 33,552 | $ 33,552 | |
2023 | 26,474 | 33,552 | |
2024 | 15,060 | 26,474 | |
2025 | 15,060 | ||
2025 | |||
Thereafter | |||
Total lease payments | 91,862 | 108,638 | |
Less: amount of lease payments representing interest | (6,926) | (9,457) | |
Present value of future minimum lease payments | 84,936 | 99,181 | |
Less: current obligations under leases | (29,960) | (29,337) | $ (136,952) |
Non-current obligations | 54,976 | $ 69,844 | $ 1,089,390 |
2021 (six months remaining) | 16,776 | ||
Thereafter |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | ||||||
Impairment of finite-lived intangibles and goodwill | $ 0 | $ 0 | ||||
Allowances for doubtful accounts | 62,800 | 59,100 | ||||
Allowance for bad debt | 0 | 0 | ||||
In-transit inventory | 522,000 | 1,958,000 | ||||
Allowance for inventory | 71,400 | 40,800 | ||||
Due from related party for future shipments | $ 1,300,000 | $ 1,300,000 | 1,300,000 | 1,286,000 | ||
Cost of revenue | 1,559,490 | $ 2,882,541 | 3,742,602 | $ 7,030,939 | $ 12,623,576 | $ 20,610,000 |
Foreign currency translation, description | The rates used in the financial statements as presented for December 31, 2020 and 2019 were 1.260 and 1.337 US dollar to UK pound sterling, respectively. | The rates used in the financial statements as presented for December 31, 2020 and 2019 were 1.260 and 1.337 US dollar to UK pound sterling, respectively. | ||||
Foreign currency translation adjustment | $ 9,094 | 23,700 | $ 23,700 | $ 50,141 | ||
Advertising expenses | $ 7,200 | $ 81,700 | ||||
Converted into common shares | 500 | |||||
Stock option exercised | 3,431,250 | 3,280,000 | 3,120,000 | |||
Interest and penalties | $ 0 | $ 0 | ||||
Warrant [Member] | ||||||
Product Information [Line Items] | ||||||
Warrant exercise | 353,250 | 353,250 | ||||
Equity Option [Member] | ||||||
Product Information [Line Items] | ||||||
Stock option exercised | 3,120,000 | 3,280,000 | ||||
Convertible Preferred Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Shares outstanding | 1,413 | 1,413 | ||||
Converted into common shares | 706,500 | 706,500 | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 26.00% | 46.00% | ||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Five Suppliers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 65.00% | |||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Five Suppliers [Member] | United States, Indonesia, Sri Lanka, Mexico and Philippines [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 93.00% | |||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Indonesian Suppliers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 25.00% | |||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Two Suppliers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 42.00% | |||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | United States Based Supplier [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 21.00% | |||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Indonesia, And the Philippines [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 65.00% | |||||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Bacolod [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 27.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 19.00% | 19.00% | ||||
Bacolod Blue Star Export Corp. [Member] | ||||||
Product Information [Line Items] | ||||||
Cost of revenue | $ 126 | $ 238,000 | $ 1,280,000 | $ 9,531,000 | ||
Renewal payments | $ 8,000 | |||||
Related Party [Member] | ||||||
Product Information [Line Items] | ||||||
Interest payable | $ 392,000 | $ 350,900 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net income (loss) | $ 437,127 | $ 478,104 | $ 3,490,933 | $ 853,647 | $ 915,231 | $ 4,344,580 | $ 4,437,434 | $ 5,021,703 |
Accumulated deficit | 14,454,008 | 14,454,008 | 13,510,517 | $ 8,952,466 | ||||
Working capital deficit | (1,128,803) | (1,128,803) | 2,257,059 | |||||
Subordinated stockholder debt | $ 1,299,712 | $ 1,299,712 | $ 1,299,712 |
Schedule of Assets, Liabilities
Schedule of Assets, Liabilities and Non-controlling Interest Related to Strike (Details) - USD ($) | Jul. 02, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Assets | $ 100,698 | $ 128,166 |
Liabilities | (427,449) | 30,649 |
Non-controlling interest | (468,673) | $ (476,250) |
Accumulated other comprehensive income | $ 141,922 |
Consolidation of Variable Int_3
Consolidation of Variable Interest Entities (Details Narrative) | Dec. 31, 2020USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reduction in noncontrolling interest | $ 468,673 |
Accumulated other comprehensive income | 141,922 |
Derecognized variable interest | 8,421 |
Long-term receivable from strike | $ 455,545 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 95,626 | $ 244,998 | |
Less: Accumulated depreciation | (75,562) | (183,090) | |
Fixed assets, net | $ 2,045,375 | 20,064 | 61,908 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 90,707 | 82,240 | |
Warehouse and Refrigeration Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 157,839 | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 4,919 | $ 4,919 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 33,200 | $ 66,000 | |
Proceeds from sale of warehouse and refrigeration equipment | $ 407,198 | ||
Gain on sale of equipment | $ 343,181 |
Debt (Details Narrative)
Debt (Details Narrative) | Jun. 02, 2022USD ($) | Jul. 06, 2021USD ($) | Jul. 02, 2021USD ($) | Jun. 24, 2021USD ($)shares | Apr. 29, 2021USD ($)shares | Apr. 27, 2021CAD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($)shares | Mar. 30, 2021shares | Mar. 02, 2021USD ($) | Feb. 08, 2021shares | Jan. 02, 2021USD ($) | Oct. 02, 2020USD ($) | Apr. 17, 2020USD ($) | Apr. 02, 2020USD ($) | Nov. 26, 2019USD ($)$ / shares | Nov. 26, 2019USD ($)$ / shares | Nov. 15, 2019USD ($) | Apr. 02, 2019USD ($)shares | Mar. 26, 2019USD ($)shares | Apr. 30, 2020 | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 15, 2021shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jun. 24, 2021CAD ($) | May 13, 2020USD ($) | Aug. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Revolving line of credit | $ 0 | $ 0 | $ 1,805,000 | $ 6,918,000 | ||||||||||||||||||||||||||||
Repayment of new loan | $ 5,497,627 | $ 6,777,035 | $ 11,887,721 | 23,993,616 | ||||||||||||||||||||||||||||
Line of credit, interest rate | 12.48% | |||||||||||||||||||||||||||||||
Line of credit, description | Borrowing was 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. | 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 | |||||||||||||||||||||||||||||||
EBITDA covenant, description | During the year ended December 31, 2020, the Company was in violation of its minimum EBITDA covenant as well as exceeding the covenant related to monies advanced to Bacolod by approximately $105,000. The default interest rate increase of 3% was implemented in April 2020. | 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. | ||||||||||||||||||||||||||||||
Debt EBITDA covenant | $ 105,000 | $ 105,000 | ||||||||||||||||||||||||||||||
Increase default interest rate | 3.00% | |||||||||||||||||||||||||||||||
Working capital deficit | $ 1,128,803 | $ 1,128,803 | $ (2,257,059) | |||||||||||||||||||||||||||||
Amortization expense | 12,500 | $ 51,977 | 72,478 | 128,696 | ||||||||||||||||||||||||||||
Principal amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 987,741 | 5,000 | 10,465 | 25,000 | 83,721 | |||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||
Amount of revolving line of credit | 0 | |||||||||||||||||||||||||||||||
Proceeds from Related Party | 1,100,000 | |||||||||||||||||||||||||||||||
Common stock issued for cash | $ 2,800,000 | 2,573,000 | $ 10,000 | $ 10,000 | 32,000 | |||||||||||||||||||||||||||
Proceeds from issuance of unsecured promissory note | $ 371,944 | |||||||||||||||||||||||||||||||
Principal amount | $ 371,944 | |||||||||||||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, monthly payments | $ 8,500 | |||||||||||||||||||||||||||||||
Kenar Overseas Corp [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Value of additional principal settlement | $ 227,378 | |||||||||||||||||||||||||||||||
Number of shares issued for debt | shares | 987,741 | 105,757 | ||||||||||||||||||||||||||||||
Keeler Co and Coastal Pride [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, principal and accrued interest payments | $ 918,539 | |||||||||||||||||||||||||||||||
Keeler Co and Coastal Pride [Member] | Loan and Security Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit, interest rate | 3.25% | 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. | 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. | 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 | 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||
Lighthouse Financial Corp [Member] | Loan and Security Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | 631,958 | 631,958 | ||||||||||||||||||||||||||||||
Line of credit facility fee | 50,000 | 50,000 | ||||||||||||||||||||||||||||||
Line of credit facility additional annual fee | 25,000 | 25,000 | ||||||||||||||||||||||||||||||
Proceeds from Related Party | 784,450 | 784,450 | ||||||||||||||||||||||||||||||
Lighthouse Financial Corp [Member] | Loan and Security Agreement [Member] | March, 2021 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit facility fee | 16,667 | |||||||||||||||||||||||||||||||
John Keeler [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 796,650 | |||||||||||||||||||||||||||||||
Common stock issued for cash | $ 1,593,300 | |||||||||||||||||||||||||||||||
John Keeler Executive Chairman Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Amount of revolving line of credit | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||
6% Demand Promissory Notes [Member] | John Keeler [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,299,700 | $ 2,910,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||
Repayments of unsecured debt | $ 17,000 | $ 0 | ||||||||||||||||||||||||||||||
Value of additional principal settlement | $ 1,593,300 | |||||||||||||||||||||||||||||||
Number of shares issued for debt | shares | 796,650 | |||||||||||||||||||||||||||||||
Kenar Note [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 18.00% | |||||||||||||||||||||||||||||||
Other expenses | $ 2,655,292 | |||||||||||||||||||||||||||||||
Interest expenses | $ 177,700 | |||||||||||||||||||||||||||||||
Kenar Note [Member] | Kenar Overseas Corp [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | 872,500 | 872,500 | 872,500 | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 18.00% | |||||||||||||||||||||||||||||||
Debt instrument term, description | 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, (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) 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. The outstanding principal amount of the note | |||||||||||||||||||||||||||||||
Maturity date | Mar. 31, 2021 | |||||||||||||||||||||||||||||||
Number of shares pledged to secure company's obligation | shares | 4,000,000 | |||||||||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 1,021,266 | |||||||||||||||||||||||||||||||
Interest expenses | 77,800 | |||||||||||||||||||||||||||||||
Extended maturity date | Sep. 30, 2021 | |||||||||||||||||||||||||||||||
Common stock issued for cash | $ 2,655,292 | |||||||||||||||||||||||||||||||
Lobo Note [Member] | Lobo Holdings, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | 18.00% | ||||||||||||||||||||||||||||||
Debt instrument term, description | The Lobo Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions. | |||||||||||||||||||||||||||||||
Maturity date | Mar. 31, 2020 | Aug. 2, 2019 | ||||||||||||||||||||||||||||||
Number of shares pledged to secure company's obligation | shares | 1,000,000 | |||||||||||||||||||||||||||||||
Interest expenses | 11,200 | |||||||||||||||||||||||||||||||
Extended maturity date | Dec. 2, 2019 | |||||||||||||||||||||||||||||||
Four Month Unsecured Promissory Notes [Member] | Lobo Holdings, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 1, 2020 | |||||||||||||||||||||||||||||
Interest expenses | 2,400 | |||||||||||||||||||||||||||||||
Four Month Unsecured Promissory Notes [Member] | Lobo Holdings, LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||||||||||||||||||||||
Six-Month Promissory Note [Member] | Lobo Holdings, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||||||||
Five Year Unsecured Promissory Note [Member] | Walter Lubkin Jr [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
EBITDA covenant, description | The note bears and interest rate of 4% per annum. The note is payable quarterly based on 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 EBITDA covenant | $ 25,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 500,000 | $ 500,000 | 0 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||||
Interest expenses | 9,900 | 20,100 | ||||||||||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Walter Lubkin III [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 87,842 | $ 87,842 | 0 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||||
Interest expenses | 3,500 | |||||||||||||||||||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Tracy Greco [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 71,372 | $ 71,372 | 0 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||||
Interest expenses | 1,400 | 2,800 | ||||||||||||||||||||||||||||||
Debt instrument, description | 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 | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | ||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||
Conversion rate | 200.00% | |||||||||||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | John Lubkin [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 50,786 | $ 50,786 | 0 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||||
Interest expenses | 1,000 | 2,000 | ||||||||||||||||||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||
Conversion rate | 200.00% | |||||||||||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Walter Lubkin III [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 87,842 | $ 87,842 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||||
Interest expenses | 1,700 | |||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||||||||||
Unsecured Promissory Notes [Member] | Payroll Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 344,762 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||||||||||
Debt instrument term, description | two-year maturity | |||||||||||||||||||||||||||||||
Debt instrument, description | The Company is required to make payments on the remaining principal of the note net of any loan forgiveness beginning November 17, 2020. | |||||||||||||||||||||||||||||||
Unsecured Promissory Notes [Member] | HSBC Bank [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 43,788 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.50% | |||||||||||||||||||||||||||||||
CEBA Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||||||||||||||||||||||||
Debt instrument term, description | The loan initially bears no interest and is due on December 31, 2025. The borrower may prepay all or part of the loan commencing November 1, 2022 and if, by December 31, 2022 | |||||||||||||||||||||||||||||||
Debt instrument, description | the Company has paid 75% of the loan amount, the remaining 25% will be forgiven as per the loan agreement. If less than 75% of the loan amount is outstanding by December 31, 2022 | |||||||||||||||||||||||||||||||
Promissory Notes - Subordinated [Member] | John Keeler Co., Inc. [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,299,000 | $ 1,299,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||
Debt instrument, interest expense | $ 39,100 | 174,000 | ||||||||||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||||||||||
Five-Month Promissory Notes [Member] | Janet Atkinson [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 82,824 | $ 102,000 | ||||||||||||||||||||||||||||||
Maturity date | Nov. 30, 2021 | |||||||||||||||||||||||||||||||
Five-Month Promissory Notes [Member] | Steven Atkinson [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Principal amount | $ 79,576 | $ 98,000 | ||||||||||||||||||||||||||||||
Maturity date | Nov. 30, 2021 | |||||||||||||||||||||||||||||||
Payroll Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||||||||||
Interest expenses | 1,200 | |||||||||||||||||||||||||||||||
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 [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, monthly payments | $ 8,500 | |||||||||||||||||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Working capital deficit | 70,000 | 25,000 | ||||||||||||||||||||||||||||||
Line of credit facility remaining asset balance amount | 2,992 | 5,470 | ||||||||||||||||||||||||||||||
Accumulated amortization | 585,000 | 513,000 | ||||||||||||||||||||||||||||||
Amortization expense | 72,000 | $ 129,000 | ||||||||||||||||||||||||||||||
Prime Rate [Member] | Keeler Co and Coastal Pride [Member] | Loan and Security Agreement [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit, interest rate | 3.75% | 3.75% | ||||||||||||||||||||||||||||||
ACF Finco I LP [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Revolving line of credit | $ 14,000,000 | |||||||||||||||||||||||||||||||
Repayment of new loan | $ 309,000 | $ 309,000 | ||||||||||||||||||||||||||||||
ACF Finco I LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit, interest rate | 9.25% | 9.25% | ||||||||||||||||||||||||||||||
ACF Finco I LP [Member] | Prime Rate [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||
ACF Finco I LP [Member] | Fixed Rate [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Line of credit, interest rate | 6.50% | 6.50% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jun. 30, 2021 | Jun. 24, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 814,000 | |||
Common stock, 987,741 shares of BSFC common stock | 2,271,804 | |||
Promissory notes to Sellers | 162,400 | |||
Fair value of total consideration | 4,041,604 | |||
Tangible assets acquired | 2,157,506 | |||
Trademarks | 406,150 | |||
Customer relationships | 1,454,017 | |||
Non-compete agreements | 97,476 | |||
Goodwill | $ 924,672 | 479,277 | $ 445,395 | $ 445,395 |
Fair market value of net assets acquired | 4,041,604 | |||
Contingent consideration - Common stock, 344,957 shares of BSFC common stock in escrow | 793,400 | |||
Liabilities assumed | $ (552,822) | |||
Coastal Pride Seafood LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 394,622 | |||
Common stock, 987,741 shares of BSFC common stock | 2,590,000 | |||
Promissory notes to Sellers | 500,000 | |||
4% Unsecured, Convertible promissory note payable to seller | 210,000 | |||
Fair value of total consideration | 3,694,622 | |||
Cash and cash equivalents | 133,956 | |||
Accounts receivables | 1,141,658 | |||
Inventory | 1,562,973 | |||
Inventory Step Up | 105,000 | |||
Prepaid and other assets | 134,254 | |||
Right of Use Assets | 100,640 | |||
Tangible assets acquired | 9,713 | |||
Trademarks | 850,000 | |||
Customer relationships | 1,250,000 | |||
Non-compete agreements | 40,000 | |||
Accounts payable and accrued liabilities | (816,435) | |||
Right of Use Liability | (100,640) | |||
Working Capital Line of Credit | (1,161,892) | |||
Total identifiable net assets | 3,249,227 | |||
Goodwill | 445,395 | |||
Fair market value of net assets acquired | $ 3,694,622 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - shares | Nov. 26, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Unsecured Promissory Note [Member] | |||
Business Acquisition [Line Items] | |||
Business combination transfer percentage | 4.00% | ||
Unsecured Convertible Promissory Note [Member] | |||
Business Acquisition [Line Items] | |||
Business combination transfer percentage | 4.00% | ||
Coastal Pride Company, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business combination number of shares | 1,295,000 | 1,295,000 | |
Taste of BC Aquafarms Inc [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business combination number of shares | 987,741 | ||
Number of shares issued in escrow | 344,957 |
Schedule of Proforma Informatio
Schedule of Proforma Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenue | $ 4,936,796 | $ 7,535,578 | $ 33,057,338 |
Net loss attributable to common shareholders | $ (767,791) | $ (4,368,367) | $ (5,048,290) |
Basic and Diluted Loss per Share | $ (0.31) | ||
Basic and Diluted Weighted Average Common Shares Outstanding | 16,201,766 | ||
Basic and diluted loss per share | $ (0.04) | $ (0.25) |
Business Combination (Details N
Business Combination (Details Narrative) | Nov. 26, 2020USD ($) | Nov. 26, 2019USD ($)shares | Jun. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Jul. 09, 2021CAD ($) | Jun. 24, 2021USD ($)$ / shares | Mar. 02, 2021 | Jun. 30, 2020$ / shares |
Business Acquisition [Line Items] | |||||||||
Business combination consideration | $ 105,000 | ||||||||
Interest rate | 1.00% | ||||||||
Issuance of common stock on acquisition | $ 2,271,804 | $ 2,590,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 2.30 | $ 0.0001 | ||||
Gross margin percentage | 11.60% | ||||||||
Selling cost percentage | 4.40% | ||||||||
November, 2018 to November, 2019 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of common stock on acquisition | $ 1,000,000 | ||||||||
Common stock, par value | $ / shares | $ 2 | ||||||||
Three Mortgage Loans [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Loans outstanding | $ 490,000 | ||||||||
One Commercial Loan [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Loans outstanding | $ 60,000 | ||||||||
Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Issuance of common stock on acquisition | $ 99 | $ 130 | |||||||
Coastal Pride Company, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance | $ 2,590,000 | ||||||||
Business combination number of shares | shares | 1,295,000 | 1,295,000 | |||||||
Coastal Pride Company, Inc [Member] | Merger [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 49,535 | ||||||||
Business combination number of shares | shares | 87,700 | ||||||||
Business combination cost | $ 175,400 | ||||||||
Business combination legal fees | $ 110,176 | ||||||||
Coastal Pride Company, Inc [Member] | Merger [Member] | Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination number of shares | shares | 30,321 | ||||||||
Coastal Pride Company, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination consideration | $ 3,700,000 | ||||||||
Cash | $ 394,600 | ||||||||
Business combination sales percentage | 25.00% | ||||||||
Issuance of common stock on acquisition | $ 2,590,000 | ||||||||
Coastal Pride Company, Inc [Member] | Unsecured Promissory Note [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance | $ 500,000 | ||||||||
Interest rate | 4.00% | ||||||||
Coastal Pride Company, Inc [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, issuance | $ 210,000 | ||||||||
Interest rate | 4.00% | ||||||||
Taste of BC Aquafarms Inc [Member] | Merger [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, transaction costs | $ 31,000 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Beginnina balance | $ 445,395 | $ 445,395 | $ 445,395 | |
Acquisitions of Coastal Pride Company, Inc. | 47,179 | 55,540 | $ 9,038 | |
Ending balance | 924,672 | 445,395 | 445,395 | |
Coastal Pride Company, Inc [Member] | ||||
Beginnina balance | $ 445,395 | $ 445,395 | 445,395 | |
Acquisitions of Coastal Pride Company, Inc. | 445,395 | |||
Ending balance | $ 445,395 | $ 445,395 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 2,140,000 |
Accumulated Amortization | (176,384) |
Net Book Value | $ 1,963,616 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 14 years |
Cost | $ 850,000 |
Accumulated Amortization | (61,386) |
Net Book Value | $ 788,614 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 12 years |
Cost | $ 1,250,000 |
Accumulated Amortization | (104,169) |
Net Book Value | $ 1,145,831 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 3 years |
Cost | $ 40,000 |
Accumulated Amortization | (10,829) |
Net Book Value | $ 29,171 |
Schedule of Amortization of Int
Schedule of Amortization of Intangible Assets (Details) | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 162,816 |
2022 | 162,816 |
2023 | 161,999 |
2024 | 152,820 |
2025 | 152,820 |
Thereafter | $ 1,170,345 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 24, 2021USD ($)$ / sharesshares | Jun. 24, 2021$ / sharesshares | Jun. 17, 2021USD ($)$ / sharesshares | May 31, 2021USD ($) | May 31, 2021shares | Apr. 29, 2021USD ($)shares | Apr. 27, 2021CAD ($)shares | Apr. 19, 2021USD ($)shares | Apr. 15, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2021shares | Mar. 30, 2021shares | Feb. 08, 2021USD ($)shares | Nov. 26, 2020USD ($)$ / sharesshares | Jul. 02, 2020USD ($)shares | May 27, 2020$ / sharesshares | May 16, 2020USD ($)$ / sharesshares | Jan. 29, 2020USD ($)$ / sharesshares | Mar. 26, 2019USD ($)shares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Jun. 30, 2020USD ($)$ / shares | Apr. 15, 2021shares | May 29, 2021USD ($)shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 27, 2021$ / shares |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||
Conversion of stock | 500 | |||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 2.30 | $ 2.30 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued | 23,119,041 | 23,119,041 | 23,119,041 | 19,580,721 | 17,589,705 | |||||||||||||||||||||||||
Common stock, shares outstanding | 23,119,041 | 23,119,041 | 23,119,041 | 19,580,721 | 17,589,705 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.30 | |||||||||||||||||||||||||||||
Issuance of common stock on acquisition | $ | $ 2,271,804 | $ 2,590,000 | ||||||||||||||||||||||||||||
Common stock issued for service, shares | 10,465 | 12,500 | 10,465 | |||||||||||||||||||||||||||
Common stock issued for service | $ | $ 75,871 | $ 25,000 | $ 24,697 | 231,621 | $ 96,247 | $ 189,000 | 397,042 | |||||||||||||||||||||||
Common stock issued for cash, shares | 987,741 | 5,000 | 10,465 | 25,000 | 83,721 | |||||||||||||||||||||||||
Common stock issued for cash | $ 2,800,000 | $ 2,573,000 | $ 10,000 | 10,000 | 32,000 | |||||||||||||||||||||||||
Compensation expense | $ | $ 96,489 | $ 139,380 | $ 2,251,300 | |||||||||||||||||||||||||||
Number of accredited investors | fifty-seven accredited investors | |||||||||||||||||||||||||||||
Investor Relations Consulting Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for service, shares | 5,000 | 5,000 | 5,000 | 5,000 | 25,000 | |||||||||||||||||||||||||
Common stock issued for service | $ | $ 36,250 | $ 31,500 | $ 28,500 | $ 11,800 | $ 25,250 | |||||||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||||||
Common stock issued for service, shares | 598,750 | 212,750 | 475,000 | |||||||||||||||||||||||||||
Number of accredited investors | twenty-six accredited investors | twenty-seven accredited investors | four accredited investors | |||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 1,198,000 | $ 425,000 | $ 950,000 | |||||||||||||||||||||||||||
Legal and Consulting Fees [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for service, shares | 176,021 | 115,814 | 22,500 | |||||||||||||||||||||||||||
Common stock issued for service | $ | $ 352,042 | $ 189,000 | $ 45,000 | |||||||||||||||||||||||||||
Coastal Pride Company, Inc [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||||||||
Issuance of common stock on acquisition, shares | 1,295,000 | |||||||||||||||||||||||||||||
Issuance of common stock on acquisition | $ | $ 2,590,000 | |||||||||||||||||||||||||||||
Stock isssued during the period for debt, shares | 16,460 | |||||||||||||||||||||||||||||
Stock isssued during the period for debt | $ | $ 39,504 | |||||||||||||||||||||||||||||
Newbridge [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 60,000 | |||||||||||||||||||||||||||||
Common stock issued for cash | $ | $ 138,000 | |||||||||||||||||||||||||||||
Compensation expense | $ | $ 69,000 | |||||||||||||||||||||||||||||
Kenar Overseas Corp [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock isssued during the period for debt, shares | 987,741 | 105,757 | ||||||||||||||||||||||||||||
Stock isssued during the period for debt | $ | $ 227,378 | |||||||||||||||||||||||||||||
Kenar Overseas Corp [Member] | Kenar Note [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 1,021,266 | |||||||||||||||||||||||||||||
Common stock issued for cash | $ | $ 2,655,292 | |||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Issuance of common stock, shares | 5,000 | 11,000 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||
Private Placement [Member] | Kenar Note [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Issuance of common stock, shares | 1,021,266 | |||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.60 | |||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Issuance of dividend shares | 52,286 | |||||||||||||||||||||||||||||
Issuance of dividend | $ | $ 113,040 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock dividends, shares | 706,500 | 11,975 | ||||||||||||||||||||||||||||
Common stock dividends | $ | $ 1,413 | $ 28,260 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Dividend rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||
Issuance of common stock on acquisition | $ | ||||||||||||||||||||||||||||||
Common stock issued for service | $ | ||||||||||||||||||||||||||||||
Common stock issued for cash | $ | ||||||||||||||||||||||||||||||
Board of Directors [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Issuance of common stock | $ | $ 300,000 | |||||||||||||||||||||||||||||
Issuance of common stock, shares | 150,000 | |||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||||||||
Board of Directors [Member] | 8% Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of designated preferred stock | 10,000 | |||||||||||||||||||||||||||||
Series A Preferred Stockholders [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Issuance of dividend shares | 11,975 | 56,520 | ||||||||||||||||||||||||||||
Issuance of dividend | $ | $ 113,041 | |||||||||||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Issuance of common stock | $ | $ 11,000 | |||||||||||||||||||||||||||||
Issuance of common stock, shares | 5,500 | |||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2 | |||||||||||||||||||||||||||||
John Keeler [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 796,650 | |||||||||||||||||||||||||||||
Common stock issued for cash | $ | $ 1,593,300 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Volatility, Minimum | 39.00% |
Expected Volatility, Maximum | 48.00% |
Risk Free Interest Rate, Minimum | 2.62% |
Risk Free Interest Rate, Maximum | 2.71% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of options | 6 years 3 months |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of options | 10 years |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Option, Outstanding | 3,810,000 | 3,810,000 | 6,240,000 |
Weighted Average Exercise Price, Outstanding beginning | $ 2 | $ 2 | $ 1.17 |
Weighted Average Remaining Contractual Life in Years, Outstanding beginning | 8 years 10 months 9 days | 9 years 10 months 9 days | |
Number of Option, Exercisable | 3,280,000 | 3,120,000 | 3,120,000 |
Weighted Average Exercise Price, Exercisable beginning | $ 2 | $ 2 | $ 0.33 |
Weighted Average Remaining Contractual Life in Years, Exercisable beginning | 7 years 10 months 13 days | 8 years 10 months 9 days | 9 years 10 months 9 days |
Aggregate Intrinsic value, Exercisable beginning | $ 721,600 | $ 984,000 | $ 5,210,400 |
Number of Options, Granted | 676,417 | 705,000 | |
Weighted Average Exercise Price, Granted | $ 2 | ||
Number of Options, Forfeited | (63,750) | (3,135,000) | |
Weighted Average Exercise Price, Forfeited | $ 2 | $ 0 | |
Number of Options, Vested | 3,431,250 | 3,280,000 | 3,120,000 |
Number of Option, Forfeited | 63,750 | 3,135,000 | |
Weighted Average Exercise Price, Vested | |||
Number of Option, Outstanding | 4,422,667 | 3,810,000 | 3,810,000 |
Weighted Average Exercise Price, Outstanding ending | $ 2 | $ 2 | $ 2 |
Weighted Average Remaining Contractual Life in Years, Outstanding ending | 7 years 3 months 29 days | 7 years 10 months 13 days | |
Number of Option, Exercisable | 3,431,250 | 3,280,000 | 3,120,000 |
Weighted Average Exercise Price, Exercisable ending | $ 2 | $ 2 | $ 2 |
Weighted Average Remaining Contractual Life in Years, Exercisable ending | 7 years 3 months 29 days | 7 years 10 months 13 days | |
Aggregate Intrinsic value, Exercisable ending | $ 18,014,065 | $ 721,600 | $ 984,000 |
Weighted Average Remaining Contractual Life in Years, Outstanding beginning | 7 years 10 months 13 days |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 96,489 | $ 139,380 | $ 2,251,300 |
Option granted during period | 676,417 | 705,000 | |
Estimated fair value of option granted during period | $ 613,586 | ||
Unrecognized outstanding amount | $ 327,852 | $ 467,232 | |
Weighted average period unrecognized stock options | 7 years | ||
Number of options forfeited | 15,000 | ||
Value of reversal expenses on shares forfeited | $ 2,263 | ||
Non-vested options outstanding | 530,000 | 690,000 | |
Contractors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option term | 10 years | ||
Option to purchase of common stock | 25,000 | ||
Exercise price | $ 2 | ||
Stock option vesting percentage | 25.00% | ||
2018 Plan [Member] | Christopher Constable [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option term | 10 years | ||
Option to purchase of common stock | 3,120,000 | ||
Exercise price | $ 2 | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
2018 Plan [Member] | Long Term Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option term | 10 years | ||
Option to purchase of common stock | 430,000 | ||
Stock option vesting percentage | 25.00% | ||
2018 Plan [Member] | Zoty Ponce [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option term | 10 years | ||
Option to purchase of common stock | 250,000 | ||
Exercise price | $ 2 | ||
Stock option vesting percentage | 20.00% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants | |||
Number of Shares, Warrants Outstanding Beginning | 353,250 | ||
Weighted Average Exercise Price Outstanding Beginning | 2.40 | ||
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 10 months 6 days | ||
Number of Shares, Warrants Exercisable Beginning | 353,250 | ||
Weighted Average Exercise Price Exercisable Beginning | 2.40 | ||
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 10 months 6 days | ||
Aggregate Intrinsic Value Exercisable, Beginning | |||
Number of Shares, Warrants Granted | 1,286,500 | 0 | 0 |
Weighted Average Exercise Price Granted | |||
Number of Shares, Warrants Forfeited or Expired | |||
Weighted Average Exercise Price Forfeited or Expired | |||
Number of Shares, Warrants Outstanding Ending | 1,639,750 | 353,250 | |
Weighted Average Exercise Price Outstanding Ending | 2.09 | 2.40 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 2 years 4 months 20 days | ||
Number of Shares, Warrants Exercisable Ending | 1,639,750 | 353,250 | |
Weighted Average Exercise Price Exercisable Ending | 2.09 | 2.40 | |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 2 years 4 months 20 days | ||
Aggregate Intrinsic Value Exercisable, Ending | $ 8,467,388 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,286,500 | 0 | 0 | |
Warrant to purchase shares outstanding | 1,286,500 | 1,286,500 | ||
Weighted average exercise price | $ 2 | $ 2 | ||
Number of accredited investors | fifty-seven accredited investors |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current - Federal | ||
Current - State | 1,122 | 4,413 |
Deferred - Federal | ||
Deferred - State | ||
Income Tax Provision/(Benefit) | $ 1,122 | $ 4,413 |
Schedule of Rate Reconciliation
Schedule of Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision/(Benefit) at Statutory Rate | $ (931,861) | $ (1,054,558) |
Provision/(Benefit) at Statutory Rate, percent | 21.00% | 21.00% |
State Tax Provision/(Benefit) net of federal benefit | $ (169,277) | $ (179,449) |
State Tax Provision/(Benefit) net of federal benefit, percent | 3.85% | 4.03% |
Permanent Book/Tax Differences | $ 1,283 | $ 14,603 |
Permanent Book/Tax Differences, percent | (0.03%) | (0.29%) |
Change in valuation allowance | $ 992,311 | $ 1,222,042 |
Change in valuation allowance, percent | (22.36%) | (24.34%) |
Other | $ 108,667 | $ 1,775 |
Other, percent | (2.45%) | (0.04%) |
Income Tax Provision/(Benefit) | $ 1,122 | $ 4,413 |
Income Tax Provision/(Benefit), percent | 0.01% | 0.37% |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
263A Unicap | $ 26,923 | $ 90,539 |
Fixed Assets | 31,830 | 27,754 |
Charitable Contribution Carryforward | 269 | 121 |
Intangibles | 70,173 | 18,287 |
Inventory Reserve | 17,761 | (362) |
Business Interest Limitation | 637,897 | 417,904 |
Stock based compensation | 684,800 | 661,359 |
Federal Net Operating loss | 879,150 | 254,079 |
State Net Operating Loss | 156,004 | 42,814 |
Total Deferred Tax Assets | 2,504,807 | 1,512,495 |
Net Deferred Tax Asset/(Liability) | 2,504,807 | 1,512,495 |
Valuation Allowance | (2,504,807) | (1,512,495) |
Net Deferred Tax Asset/(Liability) |
Income taxes (Details Narrative
Income taxes (Details Narrative) | Dec. 31, 2020USD ($) |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 4,186,428 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | |
Lease term | 20 years | 20 years | ||
Lease expiration date description | July 2021 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 0 | |||
Area of land | ft² | 1,600 | 4,756 | ||
Rental and equipment lease expenses | $ | $ 28,400 | $ 125,000 | $ 239,600 | $ 237,400 |
Coastal Pride Seafood LLC [Member] | ||||
Lease term | 4 years | |||
Area of land | ft² | 3,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Contribution expenses | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 02, 2022 | Aug. 03, 2021 | Jul. 14, 2021 | Jul. 08, 2021 | Jun. 30, 2021 | Apr. 27, 2021 | Apr. 19, 2021 | Apr. 12, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 02, 2021 | Feb. 08, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Apr. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 06, 2021 | Jul. 01, 2021 |
Common stock issued for cash, shares | 987,741 | 5,000 | 10,465 | 25,000 | 83,721 | |||||||||||||||
Proceeds from issuance of unsecured promissory note | $ 371,944 | |||||||||||||||||||
Principal amount | $ 371,944 | |||||||||||||||||||
Interest rate | 1.00% | |||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||
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. | |||||||||||||||||||
Common stock issued for service | $ 75,871 | $ 25,000 | $ 24,697 | $ 231,621 | $ 96,247 | $ 189,000 | $ 397,042 | |||||||||||||
Common stock issued for service, shares | 10,465 | 12,500 | 10,465 | |||||||||||||||||
Shares Issued, Price Per Share | $ 2.30 | |||||||||||||||||||
Amount of revolving line of credit | $ 0 | |||||||||||||||||||
Interest rate percentage | 12.48% | |||||||||||||||||||
Proceeds from Related Party | $ 1,100,000 | |||||||||||||||||||
Loan and Security Agreement [Member] | Keeler Co and Coastal Pride [Member] | ||||||||||||||||||||
Amount of revolving line of credit | $ 5,000,000 | $ 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. | 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. | 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 | $ 2,500,000 | $ 2,500,000 | 2,500,000 | |||||||||||||||
Interest rate percentage | 3.25% | 3.25% | ||||||||||||||||||
Loan and Security Agreement [Member] | Keeler Co and Coastal Pride [Member] | Prime Rate [Member] | ||||||||||||||||||||
Interest rate percentage | 3.75% | 3.75% | ||||||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | ||||||||||||||||||||
Line of credit facility fee | $ 50,000 | $ 50,000 | ||||||||||||||||||
Line of credit facility additional annual fee | 25,000 | 25,000 | 25,000 | |||||||||||||||||
Proceeds from Related Party | 784,450 | 784,450 | ||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Common stock issued for service | $ 30,000 | |||||||||||||||||||
Common stock issued for service, shares | 5,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 2.30 | |||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||
Common stock issued for cash, shares | 129,750 | 83,750 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | $ 2 | ||||||||||||||||||
Subsequent Event [Member] | Subscription Arrangement [Member] | ||||||||||||||||||||
Common stock issued for cash, shares | 129,750 | 83,750 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | $ 2 | ||||||||||||||||||
Subsequent Event [Member] | Kenar [Member] | ||||||||||||||||||||
Principal amount | $ 918,539 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Common stock issued for service | $ 25,000 | |||||||||||||||||||
Common stock issued for service, shares | 100,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | |||||||||||||||||||
Lobo [Member] | Subsequent Event [Member] | Unsecured Promissory Notes [Member] | ||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||
John Keeler Executive Chairman Chief Executive Officer [Member] | ||||||||||||||||||||
Amount of revolving line of credit | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Sixteen Accredited [Member] | Subsequent Event [Member] | Private Offering [Member] | ||||||||||||||||||||
Gross proceeds | $ 167,500 | |||||||||||||||||||
Four Accredited [Member] | Subsequent Event [Member] | Private Offering [Member] | ||||||||||||||||||||
Gross proceeds | $ 259,500 | |||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||
Debt instrument, monthly payments | $ 8,500 |