Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
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, $0.0001 par value | |
Trading Symbol | BSFC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,073,066 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,585,878 | $ 1,155,513 |
Accounts receivable, net | 1,251,215 | 1,231,181 |
Inventory, net | 5,689,982 | 2,119,441 |
Advances to related party | 1,464,009 | 1,422,750 |
Other current assets | 2,435,366 | 3,702,661 |
Total Current Assets | 13,426,450 | 9,631,546 |
RELATED PARTY LONG-TERM RECEIVABLE | 455,545 | 455,545 |
FIXED ASSETS, net | 2,039,830 | 1,904,403 |
RIGHT OF USE ASSET | 234,822 | 71,128 |
INTANGIBLE ASSETS, net | ||
Trademarks | 1,083,874 | 1,125,074 |
Customer relationships | 1,759,807 | 2,082,757 |
Non-compete agreements | 106,891 | 104,927 |
Total Intangible Assets | 2,950,572 | 3,312,758 |
GOODWILL | 1,282,064 | 445,395 |
OTHER ASSETS | 196,388 | 124,634 |
TOTAL ASSETS | 20,585,671 | 15,945,409 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 1,547,667 | 1,794,223 |
Working capital line of credit | 3,451,321 | 2,368,200 |
Deferred income | 108,750 | 109,414 |
Current maturities of long-term debt, net | 2,824,684 | |
Current maturities of lease liabilities | 60,561 | 30,583 |
Current maturities of related party long-term notes | 430,000 | 475,000 |
Current maturity of loan payable | 31,073 | |
Related party notes payable - subordinated | 910,000 | 960,000 |
Other current liabilities | 854,649 | 1,054,649 |
Total Current Liabilities | 10,218,705 | 6,792,069 |
LONG-TERM LIABILITIES | ||
Long-term lease liability | 173,753 | 40,109 |
Long-term debt, net | 1,412,343 | 31,263 |
Related party long-term notes | 125,000 | 175,000 |
TOTAL LIABILITIES | 11,929,801 | 7,038,441 |
STOCKHOLDERS’ EQUITY | ||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of June 30, 2022, and 0 shares issued and outstanding as of December 31, 2021 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 25,063,612 shares issued and outstanding as of June 30, 2022, and 24,671,318 shares issued and outstanding as of December 31, 2021 | 2,525 | 2,480 |
Additional paid-in capital | 27,344,601 | 25,102,879 |
Accumulated other comprehensive loss | (56,026) | (54,240) |
Accumulated deficit | (18,635,230) | (16,144,151) |
TOTAL STOCKHOLDERS’ EQUITY | 8,655,870 | 8,906,968 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 20,585,671 | $ 15,945,409 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,063,612 | 24,671,318 |
Common stock, shares outstanding | 25,063,612 | 24,671,318 |
Series A 8% Cumulative Convertible Preferred Stock [Member] | ||
Preferred stock dividend Percentage | 8% | 8% |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 2,958,866 | $ 2,129,389 | $ 8,283,168 | $ 4,615,280 |
COST OF REVENUE | 2,621,112 | 1,559,490 | 7,457,675 | 3,742,602 |
GROSS PROFIT | 337,754 | 569,899 | 825,493 | 872,678 |
COMMISSIONS | 21,377 | 13,606 | 21,377 | 18,400 |
SALARIES AND WAGES | 571,076 | 228,859 | 1,146,525 | 609,455 |
DEPRECIATION AND AMORTIZATION | 110,201 | 55,911 | 274,796 | 99,990 |
OTHER OPERATING EXPENSES | 767,302 | 638,585 | 1,363,776 | 955,983 |
LOSS FROM OPERATIONS | (1,132,202) | (367,062) | (1,980,981) | (811,150) |
OTHER INCOME | 17,041 | 28,672 | 46,670 | 105,190 |
INTEREST EXPENSE | (322,052) | (98,737) | (556,768) | (209,271) |
NET LOSS | (1,437,213) | (437,127) | (2,491,079) | (915,231) |
DIVIDEND ON PREFERRED STOCK | 28,260 | |||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | (1,437,213) | (437,127) | (2,491,079) | (943,491) |
COMPREHENSIVE INCOME (LOSS): | ||||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (37,197) | 936 | (1,786) | 936 |
COMPREHENSIVE INCOME (LOSS) | (37,197) | 936 | (1,786) | 936 |
COMPREHENSIVE LOSS | $ (1,474,410) | $ (436,191) | $ (2,492,865) | $ (914,295) |
Loss per common share: | ||||
Net loss per common share - basic and diluted | $ (0.06) | $ (0.02) | $ (0.10) | $ (0.05) |
Weighted average common shares outstanding - basic and diluted | 25,026,206 | 19,758,871 | 24,947,019 | 19,739,841 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (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 |
Beginning balance at Dec. 31, 2020 | $ 1,958 | $ 13,488,836 | $ (13,510,517) | $ (19,723) | ||
Beginning balance, shares at Dec. 31, 2020 | 1,413 | 19,580,721 | ||||
Stock based compensation | 30,319 | 30,319 | ||||
Common stock issued for service | $ 5 | 96,242 | 96,247 | |||
Common stock issued for service, shares | 40,465 | |||||
Net Loss | (478,104) | (478,104) | ||||
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 | |||||
Comprehensive Income | ||||||
Ending balance at Mar. 31, 2021 | $ 1,964 | 13,643,656 | (14,016,881) | (371,261) | ||
Ending balance, shares at Mar. 31, 2021 | 1,413 | 19,633,161 | ||||
Beginning balance at Dec. 31, 2020 | $ 1,958 | 13,488,836 | (13,510,517) | (19,723) | ||
Beginning balance, shares at Dec. 31, 2020 | 1,413 | 19,580,721 | ||||
Net Loss | (915,231) | |||||
Cumulative translation adjustment | 936 | |||||
Comprehensive Income | 936 | |||||
Ending balance at Jun. 30, 2021 | $ 2,315 | 19,846,182 | (14,454,008) | 936 | 5,395,425 | |
Ending balance, shares at Jun. 30, 2021 | 23,119,041 | |||||
Beginning balance at Mar. 31, 2021 | $ 1,964 | 13,643,656 | (14,016,881) | (371,261) | ||
Beginning balance, shares at Mar. 31, 2021 | 1,413 | 19,633,161 | ||||
Stock based compensation | 66,170 | 66,170 | ||||
Common stock issued for service | $ 5 | 231,616 | 231,621 | |||
Common stock issued for service, shares | 37,965 | |||||
Net Loss | (437,127) | (437,127) | ||||
Cumulative translation adjustment | 936 | |||||
Comprehensive Income | 936 | 936 | ||||
Common stock issued to settle related party interest | $ 13 | 266,869 | 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 | |||
Common stock issued for cash, shares | 1,286,500 | |||||
Common stock issued to be held in escrow | $ 34 | 793,366 | 793,400 | |||
Common stock issued to be held in escrow | 344,957 | |||||
Common stock issued for Taste of BC acquisition | $ 99 | 2,271,705 | 2,271,804 | |||
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 | ||||
Ending balance at Jun. 30, 2021 | $ 2,315 | 19,846,182 | (14,454,008) | 936 | 5,395,425 | |
Ending balance, shares at Jun. 30, 2021 | 23,119,041 | |||||
Beginning balance at Dec. 31, 2021 | $ 2,480 | 25,102,879 | (16,144,151) | (54,240) | 8,906,968 | |
Beginning balance, shares at Dec. 31, 2021 | 24,671,318 | |||||
Stock based compensation | 193,631 | 193,631 | ||||
Warrants issued on convertible debt note | 956,301 | 956,301 | ||||
Common stock issued for service | $ 4 | 73,967 | 73,971 | |||
Common stock issued for service, shares | 20,385 | |||||
Common stock issued for asset acquisition | $ 17 | 359,233 | 359,250 | |||
Common stock issued for asset acquisition, shares | 167,093 | |||||
Common stock issued from exercise of warrants | $ 13 | 249,987 | 250,000 | |||
Common stock issued from exercise of warrants, shares | 125,000 | |||||
Net Loss | (1,053,866) | (1,053,866) | ||||
Cumulative translation adjustment | 35,411 | 35,411 | ||||
Ending balance at Mar. 31, 2022 | $ 2,514 | 26,935,998 | (17,198,017) | (18,829) | 9,721,666 | |
Ending balance, shares at Mar. 31, 2022 | 24,983,796 | |||||
Beginning balance at Dec. 31, 2021 | $ 2,480 | 25,102,879 | (16,144,151) | (54,240) | 8,906,968 | |
Beginning balance, shares at Dec. 31, 2021 | 24,671,318 | |||||
Net Loss | (2,491,079) | |||||
Cumulative translation adjustment | (1,786) | |||||
Comprehensive Income | (1,786) | |||||
Ending balance at Jun. 30, 2022 | $ 2,525 | 27,344,601 | (18,635,230) | (56,026) | 8,655,870 | |
Ending balance, shares at Jun. 30, 2022 | 25,063,612 | |||||
Beginning balance at Mar. 31, 2022 | $ 2,514 | 26,935,998 | (17,198,017) | (18,829) | 9,721,666 | |
Beginning balance, shares at Mar. 31, 2022 | 24,983,796 | |||||
Stock based compensation | 151,252 | 151,252 | ||||
Common stock issued for service | $ 11 | 257,351 | 257,362 | |||
Common stock issued for service, shares | 79,816 | |||||
Net Loss | (1,437,213) | (1,437,213) | ||||
Cumulative translation adjustment | (37,197) | (37,197) | ||||
Comprehensive Income | (37,197) | |||||
Ending balance at Jun. 30, 2022 | $ 2,525 | $ 27,344,601 | $ (18,635,230) | $ (56,026) | $ 8,655,870 | |
Ending balance, shares at Jun. 30, 2022 | 25,063,612 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,491,079) | $ (915,231) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock based compensation | 344,883 | 96,489 |
Common stock issued for service | 331,333 | 327,868 |
Depreciation of fixed assets | 111,017 | 2,170 |
Amortization of intangible assets | 138,779 | 85,320 |
Amortization of loan costs | 25,000 | 12,500 |
Amortization of debt and warrant discount and issuance costs | 430,473 | |
Lease expense | 21,441 | 14,172 |
Bad debt expense | 322 | 1,727 |
Allowance for inventory obsolescence | 375 | |
Changes in operating assets and liabilities: | ||
Accounts receivables | (20,356) | 490,745 |
Inventories | (3,570,541) | 1,322,975 |
Advances to related parties | (41,259) | |
Other current assets | 1,267,295 | (62,504) |
Right of use liability | (21,513) | (14,245) |
Other assets | (75,000) | (47,673) |
Accounts payable and accruals | (264,072) | (797,690) |
Deferred income | (664) | |
Other current liabilities | (200,000) | (205,291) |
Net Cash (Used in) Provided by Operating Activities | (4,013,941) | 311,707 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash paid for acquisition | (398,482) | (790,593) |
Purchases of fixed assets | (100,553) | |
Net Cash (Used in) Investing Activities | (499,035) | (790,593) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock warrants exercised | 250,000 | 2,573,000 |
Proceeds from working capital line of credit | 9,121,458 | 4,323,678 |
Proceeds from PPP loan | 371,944 | |
Proceeds from convertible debt | 4,762,855 | |
Repayments of working capital line of credit | (8,038,337) | (5,497,627) |
Repayments of related party notes payable | (145,000) | |
Payment of loan costs | (25,000) | |
Net Cash Provided by Financing Activities | 5,925,976 | 1,770,995 |
Effect of Exchange Rate Changes on Cash | 17,365 | 936 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,430,365 | 1,293,045 |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 1,155,513 | 337,687 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 2,585,878 | 1,630,732 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 128,491 | 339,747 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||
Series A preferred 8% dividend issued in common stock | 28,260 | |
Operating lease assets recognized in exchange for operating lease liabilities | 185,135 | |
Preferred shares conversion to common stock | 71 | |
Common stock issued for interest payment | 266,882 | |
Warrants issued for convertible debt | 956,301 | |
Common stock issued for asset acquisition | 359,250 | 3,065,204 |
Related party notes recognized from business acquisition | $ 162,400 |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2022 | |
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 1,000,000 200,000 987,741 2,800,000 2.30 On June 24, 2021, the Purchase Agreement was amended (the “Amendment”), to increase the Purchase Price up to an aggregate of CAD$ 5,000,000 344,957 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 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. On February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability company (“Gault Seafood”), and Robert J. Gault II, President of Gault Seafood (“Gault”) pursuant to which Coastal Pride acquired all of the Seller’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab business. Coastal Pride did not assume any liabilities in connection with the acquisition. The purchase price for the assets consisted of a cash payment in the amount of $ 359,250 167,093 359,250 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 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, 2021 filed with the SEC on March 31, 2022 for a broader discussion of our business and the risks inherent in such business. Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of June 30, 2022, and December 31, 2021, the balance due from the related party for future shipments was approximately $ 1,300,000 0 126 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 by TOBC under the brand name Little Cedar Farms for distribution in Canada. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. Lease Accounting We account for our leases under ASC 842, Leases We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of June 30, 2022. Our leases generally have terms that range from three years five years 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 June 30, 2022. Schedule of Lease-related Assets and Liabilities June 30, 2022 Assets Operating lease assets $ 234,822 Liabilities Current Operating lease liabilities $ 60,561 Noncurrent Operating lease liabilities $ 173,753 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,335 ROU assets recognized in exchange for lease obligations: Operating leases $ 185,135 The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases June 30, 2022 Weighted-average remaining lease term Operating leases 4.10 Weighted-average discount rate Operating leases 6.6 % Maturities of lease liabilities as of June 30, 2022 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2022 (six months remaining) 34,115 2023 72,711 2024 61,297 2025 46,237 2026 46,237 Thereafter 11,559 Total lease payments 272,156 Less: amount of lease payments representing interest (37,842 ) Present value of future minimum lease payments $ 234,314 Less: current obligations under leases $ (60,561 ) Non-current obligations $ 173,753 Goodwill and Other Intangible Assets 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 Long-lived Assets The Company reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. In accordance with its policies, the Company performed an assessment of its finite-lived intangibles and recognized an impairment loss on customer relationships intangible asset of $3 74,300 No 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. Recently Adopted Accounting Pronouncements ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted the ASU effective January 1, 2022 and applied the provisions of the ASU to the convertible note issued during the six months ended June 30, 2022. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the six months ended June 30, 2022, the Company incurred a net loss of $ 2,491,079 18,635,230 3,207,745 910,000 60,561 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 4. Other Current Assets Other current assets totaled $ 2,435,366 3,702,661 2.18 |
Fixed Assets, Net
Fixed Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Note 5. Fixed Assets, Net Fixed assets comprised the following: Schedule of Fixed Assets June 30, December 31, Computer equipment $ 96,116 $ 90,707 RAS system 2,051,284 1,963,734 Automobiles 123,946 23,188 Leasehold improvements 58,055 4,919 Total 2,329,401 2,082,548 Less: Accumulated depreciation (289,571 ) (178,145 ) Fixed assets, net $ 2,039,830 $ 1,904,403 For the six months ended June 30, 2022 and 2021, depreciation expense totaled approximately $ 111,000 2,100 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 6. Intangible Assets, Net The following table sets forth the components of the Company’s intangible assets as of June 30, 2022: Schedule of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks – Coastal Pride 14 $ 850,000 $ (146,382 ) $ 703,618 Trademarks – TOBC 15 406,150 (25,894 ) 380,256 Customer Relationships – Coastal Pride 12 1,486,832 (282,198 ) 1,204,634 Customer Relationships – TOBC 15 592,979 (37,806 ) 555,173 Non-Compete Agreements – Coastal Pride 3 40,000 (25,823 ) 14,177 Non-Compete Agreements – TOBC 4 121,845 (29,131 ) 92,714 Total $ 3,497,806 $ (547,234 ) $ 2,950,572 The aggregate amortization remaining on the intangible assets as of June 30, 2022 is as follows: Schedule of Amortization of Intangible Assets Intangible 2022 (6 months remaining) $ 136,649 2023 $ 312,974 2024 $ 228,487 2025 $ 228,487 2026 $ 228,487 Thereafter $ 1,815,488 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Working Capital Line of Credit 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 The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and will pay an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance, in order to increase imports to meet customer demand. On July 29, 2022, the loan and security agreement was further amended to set the annual interest rate on the outstanding principal amount at 4.75% above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022. The amendment also updated the maximum inventory advance under the line of credit to 60% from August 1, 2022 through December 31, 2022 and 50% thereafter. As of June 30, 2022, the interest rate was 8.50% 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 As of June 30, 2022, the Company was in compliance with all financial covenants under the Loan Agreement. except for the requirement to maintain a greater than $50,000 cash flow in the months of January, February 2022, and June 2022. 3,451,321 First West Credit Union CEBA Loan On June 24, 2021, the Company assumed a commercial term loan with First West Credit Union Canada Emergency Business Account (“CEBA”) in the principal amount of CAD$ 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 $ 910,000 28,000 39,100 6 50,000 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 On October 8, 2021, $ 34,205 On February 1, 2022, $ 29,789 On April 28, 2022, $ 4,523 Interest expense for the Walter Lubkin Jr. note totaled approximately $ 9,000 9,900 Walter Lubkin III Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 87,842 4% The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. 2.00 On October 8, 2021, $ 16,257 On February 1, 2022, $ 15,378 On April 28, 2022, $ 15,267 Interest expense for the Walter Lubkin III note totaled approximately $ 1,100 1,700 Tracy Greco Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 71,372 4% The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. On October 8, 2021, $ 13,209 On February 1, 2022, $ 12,494 On April 28, 2022, $ 12,405 Interest expense for the Tracy Greco note totaled approximately $ 900 1,400 John Lubkin Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 50,786 4 The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 2.00 On October 8, 2021, $ 9,399 On February 1, 2022, $ 8,891 On April 28, 2022, $ 8,827 Interest expense for the John Lubkin note totaled approximately $ 600 1,000 Lind Global Fund II LP investment On January 24, 2022, the Company entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which the Company issued Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 5,750,000 five 1,000,000 4.50 4.50 150,000 87,144 1,943,445 750,000 150,000 87,144 956,301 430,473 The outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $ 333,333 In connection with the issuance of the note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge on its shares in John Keeler & Co. Inc., its wholly-owned subsidiary, pursuant to a security agreement and a stock pledge agreement with Lind, dated January 24, 2022. Each subsidiary of the Company also granted a second priority security interest in all of its respective assets. The note is mandatorily payable prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issues any indebtedness other than certain amounts under the current line of credit facility with Lighthouse. The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions. If the Company fails to maintain the listing and trading of its common stock, the note will become due and payable and Lind may convert all or a portion of the outstanding principal at the lower of the then current conversion price and 80 If the Company engages in capital raising transactions, Lind has the right to purchase up to 10 The note is convertible into common stock at $ 5.00 4.99 Upon a change of control of the Company, as defined in the note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the note at a price per share equal to the lesser of the Repayment Share Price or the conversion price Upon an event of default as described in the note, the note will become immediately due and payable at a default interest rate of 125 80 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 8. 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 1,000,000 200,000 987,741 344,957 If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$ 1,300,000 1,300,000 The transaction costs incurred in connection with the acquisition of TOBC amounted to $ 31,000 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed. Schedule of Fair Value of Assets Acquired and Liabilities Assumed 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 592,979 Non-compete agreements 121,845 Goodwill 836,669 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, 2021. 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 Three Months Ended Six Months Ended Revenue $ 2,328,746 $ 4,936,796 Net loss attributable to common shareholders $ 205,833 $ 767,791 Basic and diluted loss per share $ (0.01 ) $ (0.04 ) The information included in the pro forma amounts is derived from historical information obtained from the Sellers of the business. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9. Stockholders’ Equity On July 21, 2021, the Company entered into a consulting agreement as amended on November 10, 2021, with Intelligent Investments I, LLC (“Intelligent”). In consideration for consulting services, the Company agreed to issue Intelligent a total of 52,326 171,106 68,442 On January 24, 2022, the Company issued 125,000 250,000 On February 3, 2022, the Company issued 167,093 359,250 On March 31, 2022, the Company issued 15,385 30,000 On March 31, 2022, the Company issued 5,000 9,750 On April 1, 2022, the Company issued 2,871 6,000 On April 4, 2022, the Company issued 9,569 20,000 5,000 On April 5, 2022, the Company issued an aggregate of 24,816 156,341 On May 1, 2022, the Company issued 3,922 6,000 On June 1, 2022, the Company issued 4,444 6,000 On June 3, 2022, the Company issued 10,000 13,800 On June 30, 2022, the Company issued 24,194 30,000 |
Options
Options | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Options | Note 10. Options The following table represents option activity for the six months ended June 30, 2022: Schedule of Option Activity Number of Options Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2021 4,429,680 $ 2.00 6.23 Exercisable – December 31, 2021 3,807,127 $ 2.00 6.83 $ - Granted 175,000 $ - Forfeited - $ - Vested 4,065,380 Outstanding – June 30, 2022 4,604,680 $ 2.00 5.71 Exercisable – June 30, 2022 4,065,380 $ 2.00 5.77 $ - On April 20, 2022, the Company’s existing directors and two newly appointed directors each entered into a one-year director service agreement with the Company, which will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless earlier terminated in accordance with the terms of the agreement. As compensation for serving on the Board of Directors, each director will be entitled to a $ 25,000 5,000 15,000 10,000 7,500 each director was granted a five-year option 25,000 2.00 1,250 Under the Black-Scholes option pricing model, the fair value of the 175,000 84,334 1.57 39.23% 2.87% 81,054 5 For the six months ended June 30, 2022, the Company recognized $ 344,883 539,983 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
Warrants | Note 11. Warrants The following table represents warrant activity for the six months ended June 30, 2022: Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2021 1,538,500 $ 2.11 2.50 Exercisable – December 31, 2021 1,538,500 $ 2.11 2.50 $ - Granted 1,000,000 $ - Exercised (125,000 ) $ 2.00 Forfeited or Expired - $ - Outstanding – June 30, 2022 2,413,500 $ 3.11 1.83 Exercisable – June 30, 2022 2,413,500 $ 3.11 1.83 $ - On January 24, 2022, in connection with the issuance of the $ 5,750,000 five 1,000,000 4.50 4.50 1,000,000 1,412,213 3.97 43.21 1.53 956,031 During the six months ended June 30, 2022, the Company issued 125,000 2.00 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 12. 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 expiring in July 2021 4,756 29,000 Coastal Pride leases approximately 1,100 On February 3, 2022, in connection with the acquisition of certain assets of Gault, the Company entered into a one-year lease agreement for 9,050 1,000 TOBC’s facilities are on land leased to TOBC for approximately $ 2,500 expired December 2021 2,000 1,800 expire in 2027 Rental and equipment lease expenses amounted to approximately $ 77,600 28,400 Legal The Company has reached a settlement agreement with a former employee. Although the agreement is not finalized, the Company has reserved $ 70,000 |
COVID-19 Pandemic
COVID-19 Pandemic | 6 Months Ended |
Jun. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 Pandemic | Note 13. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared that the novel coronavirus (COVID-19) had become a pandemic, and on March 13, 2020, the U.S. President declared a National Emergency concerning the disease. Additionally, in March 2020, state governments in the Company’s geographic operating area began instituting preventative shut down measures in order to combat the novel coronavirus pandemic. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue to have an adverse impact on the economies and financial markets of the geographical areas in which the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the novel coronavirus pandemic for 2020 and into 2021. The Company’s business not being deemed essential resulted in decreased financial performance that may not be indicative of future financial results. Government-mandated closures of businesses and shipping delays have affected our sales and inventory purchases. The Company continues to face uncertainty and increased risks concerning its employees, customers, supply chain and government regulation. In 2022, the Company’s sales and supply continue to be adversely affected due to COVID-19 and plans continue to be developed to ensure a prompt response is given to address the effects of the pandemic. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On July 1, 2022, the Company issued 4,839 6,000 On July 24, 2022, the Company paid Lind $ 333,333 5,750,000 On August 1, 2022, the Company issued 4,615 6,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 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, 2021 filed with the SEC on March 31, 2022 for a broader discussion of our business and the risks inherent in such business. |
Advances to Suppliers and Related Party | Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, inclusive of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of June 30, 2022, and December 31, 2021, the balance due from the related party for future shipments was approximately $ 1,300,000 0 126 |
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 by TOBC 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 June 30, 2022. Our leases generally have terms that range from three years five years 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 June 30, 2022. Schedule of Lease-related Assets and Liabilities June 30, 2022 Assets Operating lease assets $ 234,822 Liabilities Current Operating lease liabilities $ 60,561 Noncurrent Operating lease liabilities $ 173,753 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,335 ROU assets recognized in exchange for lease obligations: Operating leases $ 185,135 The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases June 30, 2022 Weighted-average remaining lease term Operating leases 4.10 Weighted-average discount rate Operating leases 6.6 % Maturities of lease liabilities as of June 30, 2022 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2022 (six months remaining) 34,115 2023 72,711 2024 61,297 2025 46,237 2026 46,237 Thereafter 11,559 Total lease payments 272,156 Less: amount of lease payments representing interest (37,842 ) Present value of future minimum lease payments $ 234,314 Less: current obligations under leases $ (60,561 ) Non-current obligations $ 173,753 |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets 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 |
Long-lived Assets | Long-lived Assets The Company reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. In accordance with its policies, the Company performed an assessment of its finite-lived intangibles and recognized an impairment loss on customer relationships intangible asset of $3 74,300 No |
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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted the ASU effective January 1, 2022 and applied the provisions of the ASU to the convertible note issued during the six months ended June 30, 2022. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022. Schedule of Lease-related Assets and Liabilities June 30, 2022 Assets Operating lease assets $ 234,822 Liabilities Current Operating lease liabilities $ 60,561 Noncurrent Operating lease liabilities $ 173,753 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Six Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,335 ROU assets recognized in exchange for lease obligations: Operating leases $ 185,135 |
Schedule of Remaining Lease Term and Discount Rates for Operating Leases | The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases June 30, 2022 Weighted-average remaining lease term Operating leases 4.10 Weighted-average discount rate Operating leases 6.6 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of June 30, 2022 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2022 (six months remaining) 34,115 2023 72,711 2024 61,297 2025 46,237 2026 46,237 Thereafter 11,559 Total lease payments 272,156 Less: amount of lease payments representing interest (37,842 ) Present value of future minimum lease payments $ 234,314 Less: current obligations under leases $ (60,561 ) Non-current obligations $ 173,753 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets comprised the following: Schedule of Fixed Assets June 30, December 31, Computer equipment $ 96,116 $ 90,707 RAS system 2,051,284 1,963,734 Automobiles 123,946 23,188 Leasehold improvements 58,055 4,919 Total 2,329,401 2,082,548 Less: Accumulated depreciation (289,571 ) (178,145 ) Fixed assets, net $ 2,039,830 $ 1,904,403 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table sets forth the components of the Company’s intangible assets as of June 30, 2022: Schedule of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks – Coastal Pride 14 $ 850,000 $ (146,382 ) $ 703,618 Trademarks – TOBC 15 406,150 (25,894 ) 380,256 Customer Relationships – Coastal Pride 12 1,486,832 (282,198 ) 1,204,634 Customer Relationships – TOBC 15 592,979 (37,806 ) 555,173 Non-Compete Agreements – Coastal Pride 3 40,000 (25,823 ) 14,177 Non-Compete Agreements – TOBC 4 121,845 (29,131 ) 92,714 Total $ 3,497,806 $ (547,234 ) $ 2,950,572 |
Schedule of Amortization of Intangible Assets | The aggregate amortization remaining on the intangible assets as of June 30, 2022 is as follows: Schedule of Amortization of Intangible Assets Intangible 2022 (6 months remaining) $ 136,649 2023 $ 312,974 2024 $ 228,487 2025 $ 228,487 2026 $ 228,487 Thereafter $ 1,815,488 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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. Schedule of Fair Value of Assets Acquired and Liabilities Assumed 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 592,979 Non-compete agreements 121,845 Goodwill 836,669 Liabilities assumed (453,496 ) Fair market value of net assets acquired $ 3,641,797 |
Schedule of Proforma Information | Schedule of Proforma Information Three Months Ended Six Months Ended Revenue $ 2,328,746 $ 4,936,796 Net loss attributable to common shareholders $ 205,833 $ 767,791 Basic and diluted loss per share $ (0.01 ) $ (0.04 ) |
Options (Tables)
Options (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table represents option activity for the six months ended June 30, 2022: Schedule of Option Activity Number of Options Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2021 4,429,680 $ 2.00 6.23 Exercisable – December 31, 2021 3,807,127 $ 2.00 6.83 $ - Granted 175,000 $ - Forfeited - $ - Vested 4,065,380 Outstanding – June 30, 2022 4,604,680 $ 2.00 5.71 Exercisable – June 30, 2022 4,065,380 $ 2.00 5.77 $ - |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
Schedule of Warrant Activity | The following table represents warrant activity for the six months ended June 30, 2022: Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2021 1,538,500 $ 2.11 2.50 Exercisable – December 31, 2021 1,538,500 $ 2.11 2.50 $ - Granted 1,000,000 $ - Exercised (125,000 ) $ 2.00 Forfeited or Expired - $ - Outstanding – June 30, 2022 2,413,500 $ 3.11 1.83 Exercisable – June 30, 2022 2,413,500 $ 3.11 1.83 $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||||
Feb. 03, 2022 CAD ($) shares | Aug. 03, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) | Apr. 27, 2021 CAD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Aug. 03, 2021 $ / shares | Aug. 03, 2021 CAD ($) | Apr. 27, 2021 $ / shares | Apr. 27, 2021 CAD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to acquire businesses net of cash acquired | $ 398,482 | $ 790,593 | |||||||||
Issuance of non-interest bearing promissory note face value | $ 200,000 | ||||||||||
Shares issued | shares | 987,741 | ||||||||||
Stock issued during period, value | $ 2,800,000 | $ 2,573,000 | |||||||||
Shares issued price per share | $ / shares | $ 2.30 | $ 2.30 | |||||||||
Common stock issued held In escrow value shares | shares | 344,957 | ||||||||||
Stock Purchase Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to acquire businesses net of cash acquired | $ 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 | |||||||||
Description of escrowed shares | 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. | ||||||||||
Taste of BC Aquafarms Inc [Member] | Minimum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cumulative revenue | $ 1,300,000 | ||||||||||
Taste of BC Aquafarms Inc [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cumulative revenue | $ 1,300,000 | ||||||||||
Asset Purchase [Member] | Gault Sea Food LLC [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Payments to acquire businesses net of cash acquired | $ 359,250 | ||||||||||
Shares issued | shares | 167,093 | ||||||||||
Common stock fair value | $ 359,250 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Operating lease, right-of-use asset | $ 234,822 | $ 71,128 |
Operating lease liability, current | 60,561 | 30,583 |
Operating lease liability, noncurrent | $ 173,753 | $ 40,109 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Operating cash flows from operating leases | $ 28,335 |
ROU assets recognized in exchange for lease obligations: Operating leases | $ 185,135 |
Schedule of Remaining Lease Ter
Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Jun. 30, 2022 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 4 years 1 month 6 days |
Weighted-average discount rate, Operating leases | 6.60% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
2022 (six months remaining) | $ 34,115 | |
2023 | 72,711 | |
2024 | 61,297 | |
2025 | 46,237 | |
2026 | 46,237 | |
Thereafter | 11,559 | |
Total lease payments | 272,156 | |
Less: amount of lease payments representing interest | (37,842) | |
Present value of future minimum lease payments | 234,314 | |
Less: current obligations under leases | (60,561) | $ (30,583) |
Non-current obligations | $ 173,753 | $ 40,109 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Due from related party for future shipments | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||
Cost of revenue | $ 2,621,112 | $ 1,559,490 | 7,457,675 | $ 3,742,602 | |
Goodwill and intangible asset impairment | 0 | 0 | |||
Operating lease, impairment loss | $ 0 | $ 74,300 | |||
Equipment [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Finance lease term | 3 years | 3 years | |||
Property [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Finance lease term | 5 years | 5 years | |||
Bacolod Blue Star Export Corp [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cost of revenue | $ 0 | $ 126 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net loss | $ 1,437,213 | $ 1,053,866 | $ 437,127 | $ 478,104 | $ 2,491,079 | $ 915,231 | |
Accumulated deficit | 18,635,230 | 18,635,230 | $ 16,144,151 | ||||
Working capital surplus | 3,207,745 | 3,207,745 | |||||
Subordinated Debt | 910,000 | 910,000 | |||||
Operating lease liability current | $ 60,561 | $ 60,561 | $ 30,583 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other current assets | $ 2,435,366 | $ 3,702,661 |
Prepaid inventory | $ 2,180,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,329,401 | $ 2,082,548 |
Less: Accumulated depreciation | (289,571) | (178,145) |
Fixed assets, net | 2,039,830 | 1,904,403 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 96,116 | 90,707 |
RAS System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,051,284 | 1,963,734 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 123,946 | 23,188 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 58,055 | $ 4,919 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 111,000 | $ 2,100 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 3,497,806 |
Accumulated Amortization | (547,234) |
Net Book Value | $ 2,950,572 |
Trademarks Coastal Pride [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 14 years |
Cost | $ 850,000 |
Accumulated Amortization | (146,382) |
Net Book Value | $ 703,618 |
Trademarks TOBC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years |
Cost | $ 406,150 |
Accumulated Amortization | (25,894) |
Net Book Value | $ 380,256 |
Customer Relationships Coastal Pride [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 12 years |
Cost | $ 1,486,832 |
Accumulated Amortization | (282,198) |
Net Book Value | $ 1,204,634 |
Customer Relationships TOBC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years |
Cost | $ 592,979 |
Accumulated Amortization | (37,806) |
Net Book Value | $ 555,173 |
Noncompete Agreements Coastal Pride [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years |
Cost | $ 40,000 |
Accumulated Amortization | (25,823) |
Net Book Value | $ 14,177 |
Noncompete Agreements TOBC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years |
Cost | $ 121,845 |
Accumulated Amortization | (29,131) |
Net Book Value | $ 92,714 |
Schedule of Amortization of Int
Schedule of Amortization of Intangible Assets (Details) | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (6 months remaining) | $ 136,649 |
2023 | 312,974 |
2024 | 228,487 |
2025 | 228,487 |
2026 | 228,487 |
Thereafter | $ 1,815,488 |
Debt (Details Narrative)
Debt (Details Narrative) | 6 Months Ended | |||||||||||
Apr. 28, 2022 USD ($) | Feb. 02, 2022 USD ($) | Feb. 02, 2022 USD ($) | Jan. 24, 2022 USD ($) $ / shares shares | Oct. 08, 2021 USD ($) | Jun. 24, 2021 CAD ($) | Mar. 31, 2021 USD ($) | Nov. 26, 2019 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jul. 24, 2022 | Apr. 27, 2021 CAD ($) | |
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, principal amount | $ 200,000 | |||||||||||
Exercise price | $ / shares | $ 2 | |||||||||||
CEBA Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, 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 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% | |||||||||||
6% Demand Promissory Notes [Member] | John Keeler [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, principal amount | $ 910,000 | |||||||||||
Debt instrument, interest rate | 6% | |||||||||||
Interest expense | $ 28,000 | $ 39,100 | ||||||||||
Payment of principal | 50,000 | |||||||||||
Five Year Unsecured Promissory Note [Member] | Walter Lubkin Jr [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument covenant, description | The note bears interest at the rate of 4% per annum and is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter | |||||||||||
Debt instrument, principal amount | $ 500,000 | |||||||||||
Debt instrument, interest rate | 4% | |||||||||||
Interest expense | 9,000 | 9,900 | ||||||||||
Monthly payment | $ 29,789 | $ 34,205 | ||||||||||
Interest payable | $ 4,523 | |||||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Walter Lubkin III [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, principal amount | $ 87,842 | |||||||||||
Debt description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||
Debt instrument, interest rate | 4% | |||||||||||
Interest expense | 1,100 | 1,700 | ||||||||||
Monthly payment | 15,267 | $ 15,378 | 16,257 | |||||||||
Conversion price | $ / shares | $ 2 | |||||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Tracy Greco [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, principal amount | $ 71,372 | |||||||||||
Debt description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021. | |||||||||||
Debt instrument, interest rate | 4% | |||||||||||
Interest expense | 900 | 1,400 | ||||||||||
Monthly payment | 12,405 | 12,494 | 13,209 | |||||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | John Lubkin [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, principal amount | $ 50,786 | |||||||||||
Debt description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||||||
Debt instrument, interest rate | 4% | |||||||||||
Interest expense | 600 | $ 1,000 | ||||||||||
Monthly payment | $ 8,827 | $ 8,891 | $ 9,399 | |||||||||
Conversion price | $ / shares | $ 2 | |||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, principal amount | $ 5,750,000 | |||||||||||
Debt description | Upon a change of control of the Company, as defined in the note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the note at a price per share equal to the lesser of the Repayment Share Price or the conversion price | |||||||||||
Debt instrument, interest rate | 125% | |||||||||||
Interest expense | 430,473 | |||||||||||
Monthly payment | $ 333,333 | |||||||||||
Conversion price | $ / shares | $ 5 | |||||||||||
Warrant term | 5 years | |||||||||||
Warrant to purchase shares | shares | 1,000,000 | |||||||||||
Exercise price | $ / shares | $ 4.50 | |||||||||||
Commitment fee | $ 150,000 | |||||||||||
Debt issuance costs | $ 87,144 | |||||||||||
Debt discount | 1,943,445 | |||||||||||
Original issuance discount | 750,000 | |||||||||||
Warrant issuance cost | $ 956,301 | |||||||||||
Repayment description | The outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the note | |||||||||||
Debt weighted average interest rate | 80% | |||||||||||
Ownership percentage | 4.99% | |||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate | 10% | |||||||||||
Exercise price | $ / shares | $ 4.50 | |||||||||||
Keeler and Co [Member] | Loan Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Line of credit | $ 5,000,000 | |||||||||||
Line of credit, 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. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and will pay an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance, in order to increase imports to meet customer demand. On July 29, 2022, the loan and security agreement was further amended to set the annual interest rate on the outstanding principal amount at 4.75% above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022. The amendment also updated the maximum inventory advance under the line of credit to 60% from August 1, 2022 through December 31, 2022 and 50% thereafter. As of June 30, 2022, the interest rate was 8.50% | |||||||||||
Line of credit guaranty | $ 1,000,000 | |||||||||||
Debt instrument covenant, description | As of June 30, 2022, the Company was in compliance with all financial covenants under the Loan Agreement. except for the requirement to maintain a greater than $50,000 cash flow in the months of January, February 2022, and June 2022. | |||||||||||
Lighthouse [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Line of credit | $ 3,451,321 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | Jun. 30, 2022 USD ($) |
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 | 592,979 |
Non-compete agreements | 121,845 |
Goodwill | 836,669 |
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] | 6 Months Ended |
Jun. 30, 2022 shares | |
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 ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 2,328,746 | $ 4,936,796 |
Net loss attributable to common shareholders | $ 205,833 | $ 767,791 |
Basic and diluted loss per share | $ (0.01) | $ (0.04) |
Business Combination (Details N
Business Combination (Details Narrative) | 6 Months Ended | ||||||||
Aug. 03, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) | Apr. 27, 2021 CAD ($) shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 CAD ($) | Dec. 31, 2021 $ / shares | Jul. 09, 2021 CAD ($) | Jun. 24, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses net of cash acquired | $ 398,482 | $ 790,593 | |||||||
Issuance of non-interest bearing promissory note face value | $ 200,000 | ||||||||
Shares issued | shares | 987,741 | ||||||||
Common stock issued held In escrow value shares | shares | 344,957 | ||||||||
Common stock per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
December 31, 2025 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Notes payable | $ 60,000 | ||||||||
Mortgage Loan [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Notes payable | $ 490,000 | ||||||||
Private Placement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock per share | $ / shares | $ 2 | ||||||||
TOBC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Transaction Costs | $ 31,000 | ||||||||
Stock Purchase Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses net of cash acquired | $ 5,000,000 | $ 4,000,000 | |||||||
Taste of BC Aquafarms Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses net of cash acquired | $ 1,000,000 | $ 1,000,000 | |||||||
Description of escrowed shares | 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. | ||||||||
Taste of BC Aquafarms Inc [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cumulative revenue | $ 1,300,000 | ||||||||
Taste of BC Aquafarms Inc [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cumulative revenue | $ 1,300,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
Jun. 03, 2022 | Jun. 02, 2022 | May 01, 2022 | Apr. 05, 2022 | Apr. 04, 2022 | Apr. 02, 2022 | Mar. 31, 2022 | Feb. 03, 2022 | Jan. 24, 2022 | Jul. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Value of stock issued for service | $ 257,362 | $ 73,971 | $ 231,621 | $ 96,247 | ||||||||||||
Stock compensation expense | $ 344,883 | |||||||||||||||
Gault Seafood [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 167,093 | |||||||||||||||
Value of stock issued for service | $ 359,250 | |||||||||||||||
Intelligent Investments I LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 15,385 | |||||||||||||||
Value of stock issued for service | $ 30,000 | |||||||||||||||
TraDigital Marketing Group [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 10,000 | 5,000 | ||||||||||||||
Value of stock issued for service | $ 13,800 | $ 9,750 | ||||||||||||||
Clear Think Capital [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 4,444 | 3,922 | 2,871 | |||||||||||||
Value of stock issued for service | $ 6,000 | $ 6,000 | $ 6,000 | |||||||||||||
SRAX, Inc. [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 9,569 | |||||||||||||||
Value of stock issued for service | $ 20,000 | |||||||||||||||
Stock compensation expense | 5,000 | |||||||||||||||
Newbridge Securities Corporation [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 24,816 | |||||||||||||||
Value of stock issued for service | $ 156,341 | |||||||||||||||
Intelligent Investments I, LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 24,194 | |||||||||||||||
Value of stock issued for service | 30,000 | |||||||||||||||
Consulting Agreement [Member] | Intelligent Investments I LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 52,326 | |||||||||||||||
Value of stock issued for service | $ 171,106 | |||||||||||||||
Stock compensation expense | $ 68,442 | |||||||||||||||
Investor Relations Consulting Agreement [Member] | Warrant [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period shares issued for services | 125,000 | |||||||||||||||
Proceeds from issuance of warrants | $ 250,000 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of option, outstanding beginning | 4,429,680 |
Weighted average exercise price, outstanding beginning | $ / shares | $ 2 |
Weighted average remaining contractual life in years, outstanding beginning | 6 years 2 months 23 days |
Number of option, exercisable | 3,807,127 |
Weighted average exercise price, exercisable beginning | $ / shares | $ 2 |
Weighted average remaining contractual life in years, exercisable beginning | 6 years 9 months 29 days |
Aggregate intrinsic value, exercisable beginning | $ | |
Number of option, granted | 175,000 |
Weighted average exercise price, granted | $ / shares | |
Number of option, forfeited | |
Weighted average exercise price, forfeited | $ / shares | |
Number of option, vested | 4,065,380 |
Number of option, outstanding ending | 4,604,680 |
Weighted average exercise price, outstanding ending | $ / shares | $ 2 |
Weighted average remaining contractual life in years, outstanding ending | 5 years 8 months 15 days |
Number of option, exercisable ending | 4,065,380 |
Weighted average exercise price, exercisable ending | $ / shares | $ 2 |
Weighted average remaining contractual life in years, exercisable ending | 5 years 9 months 7 days |
Aggregate intrinsic value, exercisable ending | $ |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 6 Months Ended | |
Apr. 20, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Option granted during period | 175,000 | |
Option exercise price | ||
Stock compensation expense | $ 344,883 | |
Non-vested options outstanding | 539,983 | |
Valuation Technique, Option Pricing Model [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Option granted during period | 175,000 | |
[custom:EstimatedFairValueOfOptionGrantedDuringPeriod] | 84,334 | |
Stock price | $ 1.57 | |
Volatility rate | 39.23% | |
Risk-free interest rate | 2.87% | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 81,054 | |
Stock options recognized period | 5 years | |
Director [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock granted for service | $ 25,000 | |
Option awarded term | each director was granted a five-year option | |
Option granted during period | 25,000 | |
Option exercise price | $ 2 | |
Number of shares vested | 1,250 | |
Board of Directors [Member] | Last Trading Day of Calendar Year [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock granted for service | $ 5,000 | |
Audit Committee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock granted for service | 15,000 | |
Compensation Committee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock granted for service | 10,000 | |
Nominating and Governance Committee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock granted for service | $ 7,500 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Warrants | |
Number of Shares, Warrants Outstanding Beginning | 1,538,500 |
Weighted Average Exercise Price, Outstanding Beginning | 2.11 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 2 years 6 months |
Number of Shares, Warrants Exercisable Beginning | 1,538,500 |
Weighted Average Exercise Price Exercisable Beginning | 2.11 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 2 years 6 months |
Aggregate Intrinsic Value Exercisable, Beginning | $ | |
Number of Shares, Warrants Granted | 1,000,000 |
Weighted Average Exercise Price Granted | |
Number of Shares, Warrants Exercised | (125,000) |
Weighted Average Exercise Price Exercised | 2 |
Number of Shares, Warrants Forfeited or Expired | |
Weighted Average Exercise Price Forfeited or Expired | |
Number of Shares, Warrants Outstanding Ending | 2,413,500 |
Weighted Average Exercise Price, Outstanding Ending | 3.11 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 1 year 9 months 29 days |
Number of Shares, Warrants Exercisable Ending | 2,413,500 |
Weighted Average Exercise Price Exercisable Ending | 3.11 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 1 year 9 months 29 days |
Aggregate Intrinsic Value Exercisable, Ending | $ |
Warrants (Details Narrative)
Warrants (Details Narrative) | Jun. 30, 2022 $ / shares shares | Jan. 24, 2022 USD ($) $ / shares shares | Apr. 27, 2021 CAD ($) |
Debt instrument, principal amount | $ | $ 200,000 | ||
Exercise price | $ / shares | $ 2 | ||
Warrants issued | shares | 125,000 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||
Debt instrument, principal amount | $ | $ 5,750,000 | ||
Warrant term | 5 years | ||
Warrant to purchase shares | shares | 1,000,000 | ||
Exercise price | $ / shares | $ 4.50 | ||
Fair value of warrant issued | $ | $ 1,412,213 | ||
Fair value of convertible notes | $ | $ 956,031 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Share Price [Member] | |||
Stock price | $ / shares | $ 3.97 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Price Volatility [Member] | |||
warrant measurement input | 0.4321 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
warrant measurement input | 0.0153 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | |||
Exercise price | $ / shares | $ 4.50 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 6 Months Ended | |||
Apr. 02, 2022 USD ($) | Feb. 03, 2022 USD ($) ft² | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Lease term | 20 years | |||
Lease expiration date description | expiring in July 2021 | |||
Area of land | ft² | 4,756 | |||
Operating lease payments | $ 28,335 | |||
Rental and equipment lease expenses | 77,600 | $ 28,400 | ||
Settlement Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Reserved for settlement | $ 70,000 | |||
Coastal Pride Seafood LLC [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 1,100 | |||
Gault [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of land | ft² | 9,050 | |||
Operating lease payments | $ 1,000 | |||
Taste of BC Aquafarms Inc [Member] | Steve and Atkinson [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease expiration date description | expire in 2027 | expired December 2021 | ||
Lease cost | $ 2,000 | $ 2,500 | ||
Taste of BC Aquafarms Inc [Member] | Kathryn Atkinson [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease expiration date description | expire in 2027 | |||
Lease cost | $ 1,800 | |||
Lease Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease payments | $ 29,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended | ||||||||||
Aug. 01, 2022 USD ($) shares | Jul. 24, 2022 USD ($) | Jul. 01, 2022 USD ($) shares | Jun. 02, 2022 USD ($) shares | May 01, 2022 USD ($) shares | Apr. 02, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Apr. 27, 2021 CAD ($) | |
Subsequent Event [Line Items] | |||||||||||
Number of stock issued for services, value | $ 257,362 | $ 73,971 | $ 231,621 | $ 96,247 | |||||||
Debt face amount | $ 200,000 | ||||||||||
Clear Think Capital [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock issued during period shares issued for services | shares | 4,444 | 3,922 | 2,871 | ||||||||
Number of stock issued for services, value | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||
Clear Think Capital [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock issued during period shares issued for services | shares | 4,615 | 4,839 | |||||||||
Number of stock issued for services, value | $ 6,000 | $ 6,000 | |||||||||
Lind Global Fund II LP [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Payment of principal | $ 333,333 | ||||||||||
Debt face amount | $ 5,750,000 |