Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55903 | |
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 | (860) | |
Local Phone Number | 633-5565 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BSFC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,575,806 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 203,967 | $ 55,644 |
Restricted cash | 282,043 | |
Accounts receivable, net | 754,778 | 1,082,468 |
Inventory, net | 1,910,535 | 1,832,661 |
Advances to related party | 1,299,984 | 1,299,984 |
Other current assets | 849,628 | 176,925 |
Total Current Assets | 5,018,892 | 4,729,725 |
RELATED PARTY LONG-TERM RECEIVABLE | 455,545 | 455,545 |
FIXED ASSETS, net | 2,023,596 | 20,064 |
RIGHT OF USE ASSET | 78,214 | 99,472 |
INTANGIBLE ASSETS, net | ||
Trademarks | 1,145,697 | 788,614 |
Customer relationships | 2,504,214 | 1,145,831 |
Non-compete agreements | 113,238 | 29,171 |
Total Intangible Assets | 3,763,149 | 1,963,616 |
GOODWILL | 445,395 | 445,395 |
OTHER ASSETS | 125,826 | 108,088 |
TOTAL ASSETS | 11,910,617 | 7,821,905 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 1,522,635 | 1,607,490 |
Working capital line of credit | 1,520,433 | 1,805,907 |
Current maturities of long-term debt | ||
Current maturities of lease liabilities | 29,651 | 29,337 |
Current maturities of related party long-term notes | 437,400 | 195,000 |
Related party notes payable | 100,000 | 972,500 |
Related party notes payable - subordinated | 1,150,000 | 1,299,712 |
Other current liabilities | 1,084,650 | 1,346,838 |
Total Current Liabilities | 5,844,769 | 7,256,784 |
LONG-TERM LIABILITY | ||
Long-term lease liability | 48,163 | 69,844 |
Long-term debt | 31,531 | |
Related party long-term notes | 435,000 | 515,000 |
Other long-term liabilities | ||
TOTAL LIABILITIES | 6,359,463 | 7,841,628 |
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 September 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; 23,352,730 shares issued and outstanding as of September 30, 2021, and 19,580,721 shares issued and outstanding as of December 31, 2020 | 2,339 | 1,958 |
Additional paid-in capital | 20,117,280 | 13,488,836 |
Accumulated other comprehensive gain | 47,331 | |
Accumulated deficit | (14,615,796) | (13,510,517) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 5,551,154 | (19,723) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 11,910,617 | $ 7,821,905 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,352,730 | 19,580,721 |
Common stock, shares outstanding | 23,352,730 | 19,580,721 |
Series A 8% Cumulative Convertible Preferred Stock [Member] | ||
Preferred stock dividend Percentage | 8.00% | 8.00% |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 1,413 |
Preferred stock, shares outstanding | 0 | 1,413 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 3,726,704 | $ 3,980,151 | $ 8,341,984 | $ 11,416,868 |
COST OF REVENUE | 3,056,461 | 3,433,789 | 6,799,063 | 10,464,728 |
GROSS PROFIT | 670,243 | 546,362 | 1,542,921 | 952,140 |
COMMISSIONS | 23,932 | 13,620 | 42,332 | 105,983 |
SALARIES AND WAGES | 419,445 | 282,279 | 1,028,900 | 932,532 |
DEPRECIATION AND AMORTIZATION | 143,199 | 109,738 | 243,189 | 348,358 |
OTHER OPERATING EXPENSES | 575,824 | 307,543 | 1,531,807 | 1,060,978 |
LOSS FROM OPERATIONS | (492,157) | (166,818) | (1,303,307) | (1,495,711) |
OTHER INCOME | 385,855 | 355,857 | 491,045 | 511,770 |
FORBEARANCE FEE EXPENSE (NON-CASH) | (2,655,292) | |||
INTEREST EXPENSE | (55,486) | (188,501) | (264,757) | (704,809) |
NET LOSS | (161,788) | 538 | (1,077,019) | (4,344,042) |
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 7,577 | |||
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | (161,788) | 538 | (1,077,019) | (4,351,619) |
DIVIDEND ON PREFERRED STOCK | 28,260 | 28,260 | 84,780 | |
NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. COMMON SHAREHOLDERS | (161,788) | (27,722) | (1,105,279) | (4,436,399) |
COMPREHENSIVE INCOME (LOSS): | ||||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 46,395 | 47,331 | ||
TRANSLATION ADJUSTMENT ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 23,700 | |||
COMPREHENSIVE INCOME | 46,395 | 47,331 | 31,277 | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | $ (115,393) | $ 538 | $ (1,029,688) | $ (4,351,619) |
Loss per basic and diluted common share: | ||||
Basic net loss per common share | $ (0.01) | $ 0 | $ (0.05) | $ (0.24) |
Basic weighted average common shares outstanding | 23,181,182 | 18,701,736 | 20,899,560 | 18,117,491 |
Fully diluted net loss per common share | $ (0.01) | $ 0 | $ (0.05) | $ (0.24) |
Fully diluted weighted average common shares outstanding | 23,181,182 | 18,701,736 | 20,899,560 | 18,117,491 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member]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 Stockholders Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,761 | $ 8,789,021 | $ (8,952,466) | $ (161,684) | $ (358,028) | $ (519,712) | ||
Beginning 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 at Mar. 31, 2020 | $ 1,762 | 8,852,125 | (9,831,132) | (977,245) | (346,662) | (1,323,907) | ||
Ending balance, shares at Mar. 31, 2020 | 1,413 | 17,603,835 | ||||||
Balance at Dec. 31, 2019 | $ 1,761 | 8,789,021 | (8,952,466) | (161,684) | (358,028) | (519,712) | ||
Beginning balance, shares at Dec. 31, 2019 | 1,413 | 17,589,705 | ||||||
Net Income (loss) | (4,344,042) | |||||||
Balance at Sep. 30, 2020 | $ 1,873 | 11,678,015 | (13,388,865) | (1,708,977) | (1,708,977) | |||
Ending balance, shares at Sep. 30, 2020 | 1,413 | 18,715,531 | ||||||
Balance at Mar. 31, 2020 | $ 1,762 | 8,852,125 | (9,831,132) | (977,245) | (346,662) | (1,323,907) | ||
Beginning balance, shares at Mar. 31, 2020 | 1,413 | 17,603,835 | ||||||
Stock based compensation | 34,846 | 34,846 | 34,846 | |||||
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 | |||||||
Common stock issued for cash | $ 1 | 9,999 | 10,000 | 10,000 | ||||
Common stock issued for cash, shares | 5,000 | |||||||
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 | |||||||
Net Income (loss) | (3,501,750) | (3,501,750) | 10,817 | (3,490,933) | ||||
Comprehensive Income | 9,094 | 9,094 | ||||||
Balance at Jun. 30, 2020 | $ 1,866 | 11,580,420 | (13,361,143) | (1,778,857) | (326,751) | (2,105,608) | ||
Ending balance, shares at Jun. 30, 2020 | 1,413 | 18,642,388 | ||||||
Stock based compensation | 34,842 | 34,842 | 34,842 | |||||
Series A preferred 8% dividend issued in common stock | $ 1 | 28,259 | (28,260) | |||||
Series A preferred 8% dividend issued in common stock, shares | 13,143 | |||||||
Common stock issued for service | $ 6 | 34,494 | 34,500 | 34,500 | ||||
Common stock issued for service, shares | 60,000 | |||||||
Deconsolidation of Strike the Gold Foods, Ltd. | 326,751 | 326,751 | ||||||
Net Income (loss) | 538 | 538 | 538 | |||||
Balance at Sep. 30, 2020 | $ 1,873 | 11,678,015 | (13,388,865) | (1,708,977) | (1,708,977) | |||
Ending balance, shares at Sep. 30, 2020 | 1,413 | 18,715,531 | ||||||
Balance at Dec. 31, 2020 | $ 1,958 | 13,488,836 | (13,510,517) | (19,723) | (19,723) | |||
Beginning balance, shares at Dec. 31, 2020 | 1,413 | 19,580,721 | ||||||
Stock based compensation | 30,319 | 30,319 | 30,319 | |||||
Series A preferred 8% dividend issued in common stock | $ 1 | 28,259 | (28,260) | |||||
Series A preferred 8% dividend issued in common stock, shares | 11,975 | |||||||
Common stock issued for service | $ 5 | 96,242 | 96,247 | 96,247 | ||||
Common stock issued for service, shares | 40,465 | |||||||
Net Income (loss) | (478,104) | (478,104) | (478,104) | |||||
Balance at Mar. 31, 2021 | $ 1,964 | 13,643,656 | (14,016,881) | (371,261) | (371,261) | |||
Ending balance, shares at Mar. 31, 2021 | 1,413 | 19,633,161 | ||||||
Balance at Dec. 31, 2020 | $ 1,958 | 13,488,836 | (13,510,517) | (19,723) | (19,723) | |||
Beginning balance, shares at Dec. 31, 2020 | 1,413 | 19,580,721 | ||||||
Net Income (loss) | (1,077,019) | |||||||
Balance at Sep. 30, 2021 | $ 2,339 | 20,117,280 | (14,615,796) | 47,331 | 5,551,154 | 5,551,154 | ||
Ending balance, shares at Sep. 30, 2021 | 23,352,730 | |||||||
Balance at Mar. 31, 2021 | $ 1,964 | 13,643,656 | (14,016,881) | (371,261) | (371,261) | |||
Beginning balance, shares at Mar. 31, 2021 | 1,413 | 19,633,161 | ||||||
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 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 to be held in escrow | $ 34 | 689,880 | 689,914 | 689,914 | ||||
Common stock issued to be held in escrow, shares | 344,957 | |||||||
Common stock issued for Taste of BC acquisition | $ 99 | 1,975,384 | 1,975,483 | 1,975,483 | ||||
Common stock issued for Taste of BC acquisition, shares | 987,741 | |||||||
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 at Jun. 30, 2021 | $ 2,315 | 19,446,375 | (14,454,008) | 936 | 4,995,618 | 4,995,618 | ||
Ending balance, shares at Jun. 30, 2021 | 23,119,041 | |||||||
Stock based compensation | 117,568 | 117,568 | 117,568 | |||||
Common stock issued for cash | $ 21 | 426,979 | 427,000 | 427,000 | ||||
Common stock issued for cash, shares | 213,500 | |||||||
Common stock issued for service | $ 3 | 126,358 | 126,361 | 126,361 | ||||
Common stock issued for service, shares | 20,189 | |||||||
Net Income (loss) | (161,788) | (161,788) | (161,788) | |||||
Comprehensive Income | 46,395 | 46,395 | 46,395 | |||||
Balance at Sep. 30, 2021 | $ 2,339 | $ 20,117,280 | $ (14,615,796) | $ 47,331 | $ 5,551,154 | $ 5,551,154 | ||
Ending balance, shares at Sep. 30, 2021 | 23,352,730 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series A Preferred Stock [Member] | ||||||
Preferred stock dividend percentage | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (1,077,019) | $ (4,344,042) |
Adjustments to reconcile net loss to net cash provided in operating activities: | ||
Stock based compensation | 214,057 | 104,534 |
Common stock issued for service | 454,229 | 34,500 |
Common stock issued for forbearance fee | 2,655,292 | |
PPP loan forgiveness | (371,944) | (344,762) |
Depreciation of fixed assets | 55,143 | 24,418 |
Amortization of intangible assets | 163,046 | 121,792 |
Amortization of loan costs | 25,000 | 70,228 |
Lease expense | 21,258 | 131,920 |
Bad debt expense | 4,689 | 13,293 |
Allowance for inventory obsolescence | 280,656 | |
Changes in operating assets and liabilities: | ||
Accounts receivables | 343,360 | 600,226 |
Inventories | (4,423) | 5,521,953 |
Advances to affiliated supplier | (18,938) | |
Other current assets | (659,895) | (7,267) |
Right of use liability | (21,367) | (117,619) |
Other assets | (47,673) | 8,361 |
Accounts payable and accruals | 182,027 | (960,998) |
Other current liabilities | (286,037) | 170,506 |
Net Cash (Used in) Provided by Operating Activities | (1,005,549) | 3,944,053 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deconsolidation of variable interest entity | (8,421) | |
Net cash paid for acquisition | (790,593) | |
Purchases of fixed assets | (51,050) | (45,930) |
Net Cash Used in Investing Activities | (841,643) | (54,351) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock offering | 3,000,000 | 10,000 |
Proceeds from working capital line of credit | 8,002,113 | 5,580,429 |
Proceeds from HSBC loan | 43,788 | |
Proceeds from PPP loan | 371,944 | 344,762 |
Repayments of working capital line of credit | (8,287,587) | (9,949,903) |
Repayments of related party notes payable | (1,022,212) | |
Principal payments of long-term debt | (398,117) | |
Payments of loan costs | (70,000) | |
Net Cash Provided by (Used in) Financing Activities | 1,666,141 | (4,040,924) |
Effect of Exchange Rate Changes on Cash | 47,331 | 23,700 |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (133,720) | (127,522) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD | 337,687 | 195,810 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | 203,967 | 68,288 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY | ||
Series A preferred 8% dividend issued in common stock | 28,260 | 84,780 |
Operating lease assets recognized in exchange for operating lease liabilities | 28,137 | |
Preferred shares conversion to common stock | 71 | |
Common stock issued for interest payment | 266,882 | |
Shares issued for acquisition | 2,665,397 | |
Related party notes recognized from business acquisition | 162,400 | |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | $ 390,616 | $ 582,310 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series A Preferred Stock [Member] | ||||||
Preferred stock dividend percentage | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% |
Company Overview
Company Overview | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein 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’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 for: (i) an aggregate of CAD$ 1,000,000 200,000 987,741 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 a pro rata portion of such shares based upon the total number of TOBC Shares held by such Seller . On June 24, 2021, the Purchase Agreement was amended (the “Amendment”), to increase the Purchase Price up to an aggregate of CAD$ 5,000,000 344,957 1,000,000 2.30 If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$ 1,300,000 1,300,000 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. 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 September 30, 2021, and December 31, 2020, the balance due from the related party for future shipments was approximately $ 1,300,000 8,000 0 653,000 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 September 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 consolidated balance sheet as of September 30, 2021. Schedule of Lease-related Assets and Liabilities September 30, 2021 Assets Operating lease assets $ 78,214 Liabilities Current Operating lease liabilities $ 29,651 Noncurrent Operating lease liabilities $ 48,163 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 21,367 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 September 30, 2021 Weighted-average remaining lease term Operating leases 2.69 Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of September 30, 2021, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 (three months remaining) 8,391 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 83,477 Less: amount of lease payments representing interest (5,663 ) Present value of future minimum lease payments $ 77,814 Less: current obligations under leases $ (29,651 ) Non-current obligations $ 48,163 Intangible Assets and Goodwil 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 nine months ended September 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. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the nine months ended September 30, 2021, the Company incurred a net loss of $ 1,077,019 , has an accumulated deficit of $ 14,615,796 and working capital deficit of $ 825,877 , with the current liabilities inclusive of $ 1,150,000 in stockholder loans that are subordinated to the provider of the working capital facility, and $ 29,651 in the current portion of the lease liability recognized. These circumstances raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
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 years 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 Financial Corp., a North Carolina corporation (“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 borrowed from Lighthouse to repay all the outstanding indebtedness owed to ACF as of March 31, 2021. As a result, all obligations owed to ACF were satisfied and the loan agreement with ACF was terminated on such date. The outstanding balance owed to Lighthouse as of September 30, 2021 amounted to $ 1,520,433 . 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 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 5.0 John Keeler Promissory Notes – Subordinated The Company had unsecured promissory notes outstanding to John Keeler of approximately $ 1,150,000 of principal and interest expense of $ 58,600 and $ 174,000 as of September 30, 2021 and December 31, 2020, respectively. These notes are payable on demand, bear an annual interest rate of 6 % and were subordinated to the ACF working capital line of credit until March 31, 2021. Since March 31, 2021, these notes are subordinated to the Lighthouse note. The Company made principal payments during the nine months ended September 30, 2021 of $ 149,712 Kenar Note On March 26, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $ 1,000,000 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 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. 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 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 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 The note bears interest at the rate of 4% per annum and is payable quarterly in an amount equal to the lesser of (i) $ 25,000 No 14,900 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 2,600 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 2,100 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 1,500 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 $371,944 1.0 five years |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 5. Business Combination Acquisition of Taste of BC Aquafarms On June 24, 2021, the Company consummated the acquisition of TOBC and TOBC became a wholly owned subsidiary of the Company. The acquisition was accounted for as a business combination under the provisions of ASC 805. The aggregate purchase price of CAD$ 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 and an aggregate of 344,957 shares of the Company’s common stock 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 which were expensed as incurred. 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 1 Consideration Paid: Cash $ 814,000 Common stock, 987,741 1,975,483 Promissory notes to Sellers 162,400 Contingent consideration - Common stock, 344,957 689,914 Fair value of total consideration $ 3,641,797 Purchase Price Allocation: Tangible assets acquired $ 2,137,650 Trademarks 406,150 Customer relationships 1,454,017 Non-compete agreements 97,476 Liabilities assumed (453,496 ) Fair market value of net assets acquired $ 3,641,797 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 which was determined to be $ 2.00 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 Nine Months Ended Nine Months Revenue $ 8,711,550 $ 11,625,065 Net loss attributable to common shareholders $ (1,311,249 ) $ (4,492,088 ) Basic and diluted loss per share $ (0.05 ) $ (0.25 ) The information included in the pro forma amounts is derived from historical information obtained from the Sellers of the business. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
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 2.00 four accredited investors 950,000 On June 23, 2021, the Company sold pursuant to subscription agreements an aggregate 212,750 2.00 twenty-seven accredited investors 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 1,413 On June 30, 2021, the Company sold pursuant to subscription agreements an aggregate of 598,750 2.00 twenty-six accredited investors 1,198,000 On July 8, 2021, the Company sold pursuant to subscription agreements an aggregate of 83,750 2.00 83,750 2.00 167,500 On July 14, 2021, the Company 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 30,000 On September 30, 2021, the Company issued 10,465 shares of common stock with a fair value of $ 66,361 to the designee of a law firm for services provided to the Company. On September 30, 2021, the Company issued 4,724 30,000 |
Options
Options | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Options | Note 7. Options The following table represents option activity for the nine months ended September 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 683,430 $ 2.12 Forfeited (63,750 ) $ 2.00 Vested 3,431,250 Outstanding – September 30, 2021 4,429,680 $ 2.00 6.49 Exercisable – September 30, 2021 3,431,250 $ 2.00 7.08 $ 14,925,940 During the nine months ended September 30, 2021, the Company granted (i) four-year options to purchase an aggregate of 500,000 shares of common stock at an exercise price of $ 2.00 the date of grant; 176,417 2.30 four years 7,013 6.00 Under the Black-Scholes option pricing model, the fair value of the 683,430 1,251,598 1,133,526 The Company recognized $ 214,057 of compensation expense for vested stock options issued to directors, contractors and employees during 2019 and 2021 for the nine months ended September 30, 2021. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
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 1,500,000 $ - Forfeited or Expired - $ - Outstanding – September 30, 2021 1,853,250 $ 2.08 2.24 Exercisable – September 30, 2021 1,853,250 $ 2.08 2.24 $ 7,920,338 As of September 30, 2021, the Company issued warrants to purchase an aggregate of 1,500,000 2.00 seventy-seven accredited investors |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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 Coastal Pride leases approximately 1,600 TOBC’s facilities are on land leased to TOBC for approximately $ 2,500 per month plus taxes from Steve and Janet Atkinson, the former TOBC owners that expires December 2021. Rental and equipment lease expenses amounted to approximately $ 45,700 188,000 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. |
COVID-19 Pandemic
COVID-19 Pandemic | 9 Months Ended |
Sep. 30, 2021 | |
Covid-19 Pandemic | |
COVID-19 Pandemic | Note 10. COVID-19 Pandemic The current COVID-19 pandemic has adversely affected our business operations, including disruptions and restrictions on our ability to travel or to distribute our seafood products, as well as temporary closures of our facilities. Any such disruption or delay may impact our sales and operating results. In addition, COVID-19 has resulted in a widespread health crisis that adversely affected the economies and financial markets of many other countries. As a result of COVID-19, the Company has experienced a significant decrease in revenue for the year ended December 31, 2020 and continues to have losses in the nine months ended September 30, 2021 although such losses have decreased in comparison to the nine months ended September 30, 2020. As a result of the business interruption experienced to date, management has taken steps to reduce expenses across all areas of its operations, including payroll, marketing, sales and warehousing expenses. The extent to which we are affected by COVID-19 will largely depend on future developments and restrictions which may disrupt interactions with customers, suppliers, staff and advisors which cannot be accurately predicted, including the duration and scope of the pandemic, governmental and business responses to the pandemic and the impact on the global economy, our customers’ demand for our products, and our ability to provide our products. We continue to monitor the effects of the pandemic on our business. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Lobo Note On October 1, 2021, the Company paid off the July 1, 2021 Lobo note with the issuance of a one-month unsecured promissory note in the principal amount of $ 100,000 10 100,877 Warrants Exercised Between October 7, 2021 and November 8, 2021, the Company issued a total of 370,750 882,800 On November 10, 2021, the Company issued 52,326 Lubkin and Greco Notes – Subordinated On October 8, 2021, principal amounts and interest totaling $ 73,071 related to the subordinated note with Walter Lubkin Jr., and the subordinated convertible notes with Walter Lubkin III, Tracy Greco and John Lubkin (see Note 4) were paid off by the Company. NASDAQ Listing The Company’s common stock was approved to list on the NASDAQ Capital Market under the symbol “BSFC” and began trading on November 3, 2021. Public Offering In connection with the NASDAQ uplisting, the Company consummated an underwritten public offering of 800,000 5.00 4 120,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2020 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 15, 2021 for a broader discussion of our business and the risks inherent in such business. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Advances to Suppliers and Related Party 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 September 30, 2021, and December 31, 2020, the balance due from the related party for future shipments was approximately $ 1,300,000 8,000 0 653,000 |
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. |
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 September 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 consolidated balance sheet as of September 30, 2021. Schedule of Lease-related Assets and Liabilities September 30, 2021 Assets Operating lease assets $ 78,214 Liabilities Current Operating lease liabilities $ 29,651 Noncurrent Operating lease liabilities $ 48,163 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 21,367 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 September 30, 2021 Weighted-average remaining lease term Operating leases 2.69 Weighted-average discount rate Operating leases 4.3 % Maturities of lease liabilities as of September 30, 2021, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 (three months remaining) 8,391 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 83,477 Less: amount of lease payments representing interest (5,663 ) Present value of future minimum lease payments $ 77,814 Less: current obligations under leases $ (29,651 ) Non-current obligations $ 48,163 |
Intangible Assets and Goodwil | Intangible Assets and Goodwil 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 nine months ended September 30, 2021 and 2020. |
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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the consolidated balance sheet as of September 30, 2021. Schedule of Lease-related Assets and Liabilities September 30, 2021 Assets Operating lease assets $ 78,214 Liabilities Current Operating lease liabilities $ 29,651 Noncurrent Operating lease liabilities $ 48,163 |
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 Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 21,367 ROU assets recognized in exchange for lease obligations: Operating leases $ - |
Schedule of Remaining Lease Term and Discount Rates for Operating Leases | The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases September 30, 2021 Weighted-average remaining lease term Operating leases 2.69 Weighted-average discount rate Operating leases 4.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2021, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2021 (three months remaining) 8,391 2022 33,552 2023 26,474 2024 15,060 2025 - Thereafter - Total lease payments 83,477 Less: amount of lease payments representing interest (5,663 ) Present value of future minimum lease payments $ 77,814 Less: current obligations under leases $ (29,651 ) Non-current obligations $ 48,163 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 1 Consideration Paid: Cash $ 814,000 Common stock, 987,741 1,975,483 Promissory notes to Sellers 162,400 Contingent consideration - Common stock, 344,957 689,914 Fair value of total consideration $ 3,641,797 Purchase Price Allocation: Tangible assets acquired $ 2,137,650 Trademarks 406,150 Customer relationships 1,454,017 Non-compete agreements 97,476 Liabilities assumed (453,496 ) Fair market value of net assets acquired $ 3,641,797 |
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 Nine Months Ended Nine Months Revenue $ 8,711,550 $ 11,625,065 Net loss attributable to common shareholders $ (1,311,249 ) $ (4,492,088 ) Basic and diluted loss per share $ (0.05 ) $ (0.25 ) |
Options (Tables)
Options (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table represents option activity for the nine months ended September 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 683,430 $ 2.12 Forfeited (63,750 ) $ 2.00 Vested 3,431,250 Outstanding – September 30, 2021 4,429,680 $ 2.00 6.49 Exercisable – September 30, 2021 3,431,250 $ 2.00 7.08 $ 14,925,940 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 1,500,000 $ - Forfeited or Expired - $ - Outstanding – September 30, 2021 1,853,250 $ 2.08 2.24 Exercisable – September 30, 2021 1,853,250 $ 2.08 2.24 $ 7,920,338 |
Company Overview (Details Narra
Company Overview (Details Narrative) | Aug. 03, 2021CAD ($)shares | Jun. 24, 2021USD ($) | Jun. 24, 2021CAD ($) | Apr. 27, 2021CAD ($)shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 03, 2021$ / shares | Aug. 03, 2021CAD ($) | Apr. 27, 2021$ / shares | Apr. 27, 2021CAD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Payments to acquire businesses net of cash acquired | $ 790,593 | ||||||||||||
Issuance of non-interest bearing promissory note face value | $ 200,000 | $ 200,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 987,741 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,800,000 | $ 427,000 | $ 2,573,000 | $ 10,000 | |||||||||
Shares issued price per share | $ / shares | $ 2.30 | $ 2.30 | |||||||||||
Common Stock Issued Held In Escrow Value Shares | shares | 344,957 | ||||||||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Description | If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$1,300,000 | ||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Payments to acquire businesses net of cash acquired | $ 5,000,000 | 5,000,000 | $ 4,000,000 | ||||||||||
Taste of BC Aquafarms Inc [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Payments to acquire businesses net of cash acquired | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||
Taste of BC Aquafarms Inc [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cumulative Earnings (Deficit) | $ 1,300,000 | ||||||||||||
Taste of BC Aquafarms Inc [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cumulative Earnings (Deficit) | $ 1,300,000 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 78,214 | $ 99,472 |
Operating lease liabilities - Current | 29,651 | 29,337 |
Operating lease liabilities - Noncurrent | $ 48,163 | $ 69,844 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 21,367 |
ROU assets recognized in exchange for lease obligations: Operating leases |
Schedule of Remaining Lease Ter
Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Sep. 30, 2021 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 2 years 8 months 8 days |
Weighted-average discount rate, Operating leases | 4.30% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
2021 (three months remaining) | $ 8,391 | |
2022 | 33,552 | |
2023 | 26,474 | |
2024 | 15,060 | |
2025 | ||
Thereafter | ||
Total lease payments | 83,477 | |
Less: amount of lease payments representing interest | (5,663) | |
Present value of future minimum lease payments | 77,814 | |
Less: current obligations under leases | (29,651) | $ (29,337) |
Non-current obligations | $ 48,163 | $ 69,844 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Due from Related Parties | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||
Cost of Revenue | 3,056,461 | $ 3,433,789 | 6,799,063 | $ 10,464,728 | |
Bacolod Blue Star Export Corp. [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Shipments permit renewal payment | $ 8,000 | ||||
Cost of Revenue | $ 0 | $ 653,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 161,788 | $ 437,127 | $ 478,104 | $ (538) | $ 3,490,933 | $ 853,647 | $ 1,077,019 | $ 4,344,042 | |
Retained Earnings (Accumulated Deficit) | 14,615,796 | 14,615,796 | $ 13,510,517 | ||||||
Working capital deficit | 825,877 | 825,877 | |||||||
Notes Payable, Current | 1,150,000 | 1,150,000 | |||||||
Operating Lease, Liability, Current | $ 29,651 | $ 29,651 | $ 29,337 |
Debt (Details Narrative)
Debt (Details Narrative) | Jul. 06, 2021USD ($) | Jul. 02, 2021USD ($) | Jun. 24, 2021USD ($) | Apr. 27, 2021CAD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 02, 2021USD ($) | Jan. 02, 2021USD ($) | Oct. 02, 2020USD ($) | Apr. 02, 2020USD ($) | Nov. 26, 2019USD ($)$ / shares | Nov. 15, 2019USD ($) | Apr. 02, 2019USD ($)shares | Mar. 26, 2019USD ($)shares | Apr. 30, 2020 | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jun. 24, 2021CAD ($) | Aug. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Revolving line of credit | $ 0 | $ 0 | $ 1,805,000 | |||||||||||||||||||||
Repayment of new loan | $ 8,287,587 | $ 9,949,903 | ||||||||||||||||||||||
Line of Credit Facility, 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. | |||||||||||||||||||||||
Line of credit, term | 5 years | |||||||||||||||||||||||
EBITDA covenant, description | During the nine months ended September 30, 2020, the Keeler & Co. and Coastal Pride were in violation of its minimum EBITDA covenant as well as exceeding the covenant related to monies advanced to Bacolod by approximately $105,000. | |||||||||||||||||||||||
Debt EBITDA covenant | $ 105,000 | |||||||||||||||||||||||
Increase default interest rate | 3.00% | |||||||||||||||||||||||
Principal amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Issuance of common stock, shares | shares | 987,741 | |||||||||||||||||||||||
Issuance of common stock | $ 2,800,000 | $ 427,000 | $ 2,573,000 | $ 10,000 | ||||||||||||||||||||
CEBA Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||||
Description on maturity date | 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 | |||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||||||||||||||||
Kenar Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument, interest rate | 18.00% | |||||||||||||||||||||||
Other expenses | $ 2,655,292 | |||||||||||||||||||||||
Payroll Protection Program Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||
Proceeds from issuance of unsecured promissory note | $ 371,944 | |||||||||||||||||||||||
Principal amount | $ 371,944 | |||||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||||
John Keeler Executive Chairman Chief Executive Officer [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Amount of revolving line of credit | 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||
Walter Lubkin Jr [Member] | Five Year Unsecured Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
EBITDA covenant, description | The note bears interest at the rate of 4% per annum and is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter. | |||||||||||||||||||||||
Debt EBITDA covenant | $ 25,000 | |||||||||||||||||||||||
Principal amount | 500,000 | |||||||||||||||||||||||
Debt instrument, principal payments | $ 0 | |||||||||||||||||||||||
Interest expenses | 14,900 | |||||||||||||||||||||||
Walter Lubkin III [Member] | Thirty-Nine Month Unsecured Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 87,842 | |||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||
Interest expenses | 2,600 | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | |||||||||||||||||||||||
Tracy Greco [Member] | Thirty-Nine Month Unsecured Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 71,372 | |||||||||||||||||||||||
Debt Instrument, Description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | |||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||
Interest expenses | 2,100 | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | |||||||||||||||||||||||
John Lubkin [Member] | Thirty-Nine Month Unsecured Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 50,786 | |||||||||||||||||||||||
Debt Instrument, Description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||||||||||||||
Debt instrument, interest rate | 400.00% | |||||||||||||||||||||||
Debt instrument, principal payments | 0 | |||||||||||||||||||||||
Interest expenses | 1,500 | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2 | |||||||||||||||||||||||
Janet Atkinson [Member] | Five-Month Promissory Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 82,824 | $ 102,000 | ||||||||||||||||||||||
Debt maturity date | Nov. 30, 2021 | |||||||||||||||||||||||
Steven Atkinson [Member] | Five-Month Promissory Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 79,576 | $ 98,000 | ||||||||||||||||||||||
Debt maturity date | Nov. 30, 2021 | |||||||||||||||||||||||
Keeler Co and Coastal Pride [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument, principal and accrued interest payments | $ 918,539 | |||||||||||||||||||||||
John Keeler Co., Inc. [Member] | Promissory Notes - Subordinated [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 1,150,000 | $ 1,150,000 | ||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 58,600 | $ 174,000 | ||||||||||||||||||||||
Debt instrument, principal payments | 149,712 | |||||||||||||||||||||||
Kenar Overseas Corp [Member] | Kenar Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||||
Description on maturity date | the term of which was previously extended to March 31, 2020 after which time, on May 21, 2020, the Kenar Note was amended to (i) set the maturity date at March 31, 2021 (unless extended to September 30, 2021 at the Lender’s sole option), (ii) provide that the Company use one-third of any capital raise from the sale of its equity to reduce the outstanding principal under the Kenar Note, (iii) set the interest rate at 18% per annum, payable monthly commencing October 1, 2020, and (iv) to reduce the number of pledged shares by Mr. Keeler to 4,000,000. As consideration for Kenar’s agreement to amend the note, on May 27, 2020, the Company issued 1,021,266 shares of common stock to Kenar. | |||||||||||||||||||||||
Debt maturity date | Mar. 31, 2021 | |||||||||||||||||||||||
Extended maturity date | Sep. 30, 2021 | |||||||||||||||||||||||
Number of shares pledged to secure company's obligation | shares | 4,000,000 | |||||||||||||||||||||||
Issuance of common stock, shares | shares | 1,021,266 | |||||||||||||||||||||||
Issuance of common stock | $ 2,655,292 | |||||||||||||||||||||||
Lobo Holdings, LLC [Member] | Lobo Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Description on maturity date | The Lobo Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions. | |||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | 18.00% | ||||||||||||||||||||||
Debt maturity date | Mar. 31, 2020 | Aug. 2, 2019 | ||||||||||||||||||||||
Extended maturity date | Dec. 2, 2019 | |||||||||||||||||||||||
Number of shares pledged to secure company's obligation | shares | 1,000,000 | |||||||||||||||||||||||
Lobo Holdings, LLC [Member] | Four Month Unsecured Promissory Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||
Debt maturity date | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 1, 2020 | ||||||||||||||||||||
Interest expenses | 2,400 | |||||||||||||||||||||||
Lobo Holdings, LLC [Member] | Six-Month Promissory Note [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Loan and Security Agreement [Member] | Keeler Co and Coastal Pride [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit, interest rate | 3.25% | |||||||||||||||||||||||
Amount of revolving line of credit | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||
Line of credit facility, revolving credit conversion to term loan, description | revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. | |||||||||||||||||||||||
Interest rate description | The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. | |||||||||||||||||||||||
Inventory sublimit | $ 2,500,000 | 2,500,000 | ||||||||||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit facility fee | $ 50,000 | |||||||||||||||||||||||
Line of credit facility additional annual fee | $ 25,000 | $ 25,000 | ||||||||||||||||||||||
Proceeds from Related Party Debt | $ 784,450 | |||||||||||||||||||||||
Principal amount | $ 1,520,433 | 1,520,433 | ||||||||||||||||||||||
Loan and Security Agreement [Member] | Lighthouse Financial Corp [Member] | March, 2021 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit facility fee | $ 16,667 | |||||||||||||||||||||||
Prime Rate [Member] | Loan and Security Agreement [Member] | Keeler Co and Coastal Pride [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit, interest rate | 3.75% | |||||||||||||||||||||||
ACF Finco I LP [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Revolving line of credit | $ 14,000,000 | |||||||||||||||||||||||
Repayment of new loan | $ 309,000 | |||||||||||||||||||||||
ACF Finco I LP [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit, interest rate | 9.25% | |||||||||||||||||||||||
ACF Finco I LP [Member] | Prime Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit, interest rate | 6.00% | |||||||||||||||||||||||
ACF Finco I LP [Member] | Fixed Rate [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit, interest rate | 6.50% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | Jun. 24, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 814,000 |
Common stock, 987,741 shares of common stock of the Company | 1,975,483 |
Promissory notes to Sellers | 162,400 |
Contingent consideration - Common stock, 344,957 shares of common stock of the Company in escrow | 689,914 |
Fair value of total consideration | 3,641,797 |
Tangible assets acquired | 2,137,650 |
Trademarks | 406,150 |
Customer relationships | 1,454,017 |
Non-compete agreements | 97,476 |
Liabilities assumed | (453,496) |
Fair market value of net assets acquired | $ 3,641,797 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - Common Stock [Member] - Taste of BC Aquafarms Inc [Member] | 9 Months Ended |
Sep. 30, 2021shares | |
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 ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 8,711,550 | $ 11,625,065 |
Net loss attributable to common shareholders | $ (1,311,249) | $ (4,492,088) |
Basic and diluted loss per share | $ (0.05) | $ (0.25) |
Business Combination (Details N
Business Combination (Details Narrative) | Aug. 03, 2021CAD ($)shares | Jun. 24, 2021USD ($) | Jun. 24, 2021CAD ($) | Apr. 27, 2021CAD ($)shares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Jul. 09, 2021CAD ($) | Jun. 24, 2021CAD ($) | Dec. 31, 2020$ / shares |
Payments to Acquire Businesses, Net of Cash Acquired | $ 790,593 | ||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 200,000 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 987,741 | ||||||||
Common stock issued to be held in escrow, shares | shares | 344,957 | ||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Three Mortgage Loans [Member] | |||||||||
Loans Payable | $ 490,000 | ||||||||
One Commercial Loan [Member] | |||||||||
Loans Payable | $ 60,000 | ||||||||
Private Placement [Member] | |||||||||
Common stock, par or stated value per share | $ / shares | $ 2 | ||||||||
Taste of BC Aquafarms Inc [Member] | Merger [Member] | |||||||||
Business Acquisition, Transaction Costs | $ 31,000 | ||||||||
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 | $ 1,000,000 | ||||||
Taste of BC Aquafarms Inc [Member] | Minimum [Member] | |||||||||
Cumulative Earnings (Deficit) | 1,300,000 | ||||||||
Taste of BC Aquafarms Inc [Member] | Maximum [Member] | |||||||||
Cumulative Earnings (Deficit) | $ 1,300,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Sep. 30, 2021USD ($)shares | Aug. 03, 2021USD ($)$ / sharesshares | Jul. 14, 2021USD ($)$ / sharesshares | Jul. 08, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 24, 2021shares | Jun. 23, 2021USD ($)$ / sharesshares | Jun. 17, 2021USD ($)$ / sharesshares | May 31, 2021USD ($)shares | Apr. 30, 2021USD ($)shares | Apr. 29, 2021USD ($)shares | Apr. 27, 2021CAD ($)shares | Apr. 19, 2021USD ($)shares | Apr. 15, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Feb. 08, 2021USD ($)shares | Jul. 02, 2020USD ($)shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Apr. 27, 2021$ / shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 987,741 | |||||||||||||||||||||||
Common stock issued for cash | $ 2,800,000 | $ 427,000 | $ 2,573,000 | $ 10,000 | ||||||||||||||||||||
Stock compensation expense | $ 214,057 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 4,724 | 5,000 | 10,465 | 12,500 | 10,465 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 30,000 | $ 30,000 | $ 75,871 | $ 25,000 | $ 24,697 | $ 126,361 | $ 231,621 | $ 96,247 | $ 34,500 | |||||||||||||||
Exercise price per share | $ / shares | $ 2.30 | $ 2.30 | ||||||||||||||||||||||
Number of accredited investors | seventy-seven accredited investors | |||||||||||||||||||||||
Sixteen Accredited [Member] | Private Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Gross proceeds | $ 167,500 | |||||||||||||||||||||||
Four Accredited [Member] | Private Offering [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Gross proceeds | $ 259,500 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock dividends, shares | shares | 706,500 | 11,975 | ||||||||||||||||||||||
Common stock dividends | $ 1,413 | $ 28,260 | ||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 129,750 | 83,750 | ||||||||||||||||||||||
Exercise price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||
Investor Relations Consulting Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 5,000 | 5,000 | 5,000 | 5,000 | 25,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 36,250 | $ 31,500 | $ 28,500 | $ 11,800 | $ 25,250 | |||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 598,750 | 212,750 | 475,000 | |||||||||||||||||||||
Exercise price per share | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||
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 | |||||||||||||||||||||
Subscription Arrangement [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 129,750 | 83,750 | ||||||||||||||||||||||
Exercise price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||
Law Firm [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 10,465 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 66,361 | |||||||||||||||||||||||
Newbridge [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash, shares | shares | 60,000 | |||||||||||||||||||||||
Common stock issued for cash | $ 138,000 | |||||||||||||||||||||||
Stock compensation expense | $ 69,000 | |||||||||||||||||||||||
Coastal Pride Company, Inc [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock isssued during the period for debt, shares | shares | 16,460 | |||||||||||||||||||||||
Stock isssued during the period for debt | $ 39,504 | |||||||||||||||||||||||
Kenar Overseas Corp [Member] | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||
Stock isssued during the period for debt, shares | shares | 987,741 | 105,757 | ||||||||||||||||||||||
Stock isssued during the period for debt | $ 227,378 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding beginning | 3,810,000 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 2 |
Weighted Average Remaining Contractual Life in Years, Outstanding beginning | 7 years 10 months 13 days |
Number of Options, Exercisable beginning | 3,280,000 |
Weighted Average Exercise Price, Exercisable beginning | $ / shares | $ 2 |
Weighted Average Remaining Contractual Life in Years, Exercisable beginning | 7 years 10 months 13 days |
Aggregate Intrinsic value, Exercisable beginning | $ | $ 721,600 |
Number of Options, Granted | 683,430 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.12 |
Number of Options, Forfeited | (63,750) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 2 |
Number of Options, Vested | 3,431,250 |
Number of Options, Outstanding ending | 4,429,680 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 5 months 26 days |
Number of Options, Exercisable ending | 3,431,250 |
Weighted Average Exercise Price, Exercisable ending | $ / shares | $ 2 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 29 days |
Aggregate Intrinsic value, Exercisable ending | $ | $ 14,925,940 |
Options (Details Narrative)
Options (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 2.30 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | shares | 176,417 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Option granted during period | shares | 683,430 |
Estimated fair value of option granted during period | $ | $ 1,251,598 |
Unrecognized outstanding amount | $ | 1,133,526 |
Share-based Payment Arrangement, Expense | $ | $ 214,057 |
Director [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 2 |
Employee [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ / shares | $ 6 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | shares | 7,013 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
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 | 1,500,000 |
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 | 1,853,250 |
Weighted Average Exercise Price Outstanding Ending | 2.08 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 2 years 2 months 26 days |
Number of Shares, Warrants Exercisable Ending | 1,853,250 |
Weighted Average Exercise Price Exercisable Ending | 2.08 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 2 years 2 months 26 days |
Aggregate Intrinsic Value Exercisable, Ending | $ | $ 7,920,338 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Sep. 30, 2021$ / sharesshares |
Warrants | |
Warrant to purchase shares outstanding | shares | 1,500,000 |
Weighted average exercise price | $ / shares | $ 2 |
Number of accredited investors | seventy-seven accredited investors |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Dec. 31, 2020ft² | |
Lease term | 20 years | ||
Area of land | ft² | 1,600 | 4,756 | |
Rental and equipment lease expenses | $ 45,700 | $ 188,000 | |
Taste of BC Aquafarms Inc [Member] | |||
Lease, Cost | $ 2,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 10, 2021 | Nov. 03, 2021 | Oct. 08, 2021 | Sep. 30, 2021 | Aug. 03, 2021 | Jun. 30, 2021 | Apr. 19, 2021 | Mar. 31, 2021 | Nov. 08, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Oct. 01, 2021 |
Subsequent Event [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,724 | 5,000 | 10,465 | 12,500 | 10,465 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 30,000 | $ 30,000 | $ 75,871 | $ 25,000 | $ 24,697 | $ 126,361 | $ 231,621 | $ 96,247 | $ 34,500 | ||||||
Options, grants in period | 683,430 | ||||||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 800,000 | ||||||||||||||
Offering price, per share | $ 5 | ||||||||||||||
Proceeds from issuance initial public offering | $ 4,000,000 | ||||||||||||||
Subsequent Event [Member] | IPO [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Options, grants in period | 120,000 | ||||||||||||||
Subsequent Event [Member] | Walter Lubkin Jr [Member] | Promissory Notes - Subordinated [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment | $ 73,071 | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 52,326 | 370,750 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 882,800 | ||||||||||||||
Subsequent Event [Member] | Lobo [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ 100,877 | ||||||||||||||
Subsequent Event [Member] | Lobo [Member] | Unsecured Promissory Notes [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||
Interest rate | 10.00% |