Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40991 | |
Entity Registrant Name | BLUE STAR FOODS CORP. | |
Entity Central Index Key | 0001730773 | |
Entity Tax Identification Number | 82-4270040 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3000 NW 109th Avenue | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33172 | |
City Area Code | (305) | |
Local Phone Number | 836-6858 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BSFC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,690,358 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 187,260 | $ 9,262 |
Restricted cash | 1,650 | |
Accounts receivable, net of allowances and credit losses of $22,725 and $22,725 | 1,045,344 | 813,416 |
Inventory, net | 3,513,618 | 4,808,152 |
Advances to related party | $ 218,525 | $ 218,525 |
Other Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Other current assets | $ 923,286 | $ 671,933 |
Total Current Assets | 5,889,683 | 6,521,288 |
RELATED PARTY LONG-TERM RECEIVABLE | $ 435,545 | $ 435,545 |
Accounts Receivable, after Allowance for Credit Loss, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
FIXED ASSETS, net | $ 133,878 | $ 120,400 |
RIGHT OF USE ASSET | 181,119 | 197,540 |
ADVANCES TO RELATED PARTY | $ 1,299,984 | $ 1,299,984 |
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
OTHER ASSETS | $ 102,097 | $ 103,720 |
TOTAL ASSETS | 8,042,306 | 8,678,477 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 1,166,746 | 2,401,243 |
Working capital line of credit | 1,487,640 | 1,776,068 |
Deferred income | 46,731 | 47,078 |
Current maturities of long-term debt, net of discounts | 2,618,371 | 3,439,557 |
Current maturities of lease liabilities | 53,196 | 57,329 |
Current maturities of related party long-term notes | $ 250,000 | $ 100,000 |
Notes Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Loan payable | $ 29,196 | $ 29,413 |
Related party notes payable - subordinated | 893,000 | 893,000 |
Other current liabilities | 790,881 | 790,881 |
Total Current Liabilities | 7,335,761 | 9,534,569 |
LONG-TERM LIABILITIES | ||
Lease liability, net of current portion | 127,307 | 139,631 |
Related party notes, net of current portion | $ 100,000 | $ 250,000 |
Other Liability, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
TOTAL LIABILITIES | $ 7,563,068 | $ 9,924,200 |
STOCKHOLDERS’ EQUITY | ||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of March 31, 2023, and 0 shares issued and outstanding as of December 31, 2022 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 43,776,933 shares issued and outstanding as of March 31, 2023, and 26,766,425 shares issued and outstanding as of December 31, 2022 | 4,413 | 2,704 |
Additional paid-in capital | 31,991,949 | 28,326,546 |
Accumulated other comprehensive loss | (150,279) | (235,853) |
Accumulated deficit | (31,290,522) | (29,339,120) |
Treasury stock, 151,284 shares as of March 31, 2023 and 0 shares as of December 31, 2022 | (76,323) | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 479,238 | (1,245,723) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 8,042,306 | $ 8,678,477 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Allowance for doubtful accounts receivable current | $ 22,725 | $ 22,725 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 43,776,933 | 26,766,425 |
Common stock, shares outstanding | 43,776,933 | 26,766,425 |
Treasury stock common, shares | 151,284 | 0 |
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 Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUE, NET | $ 1,898,439 | $ 5,324,302 |
COST OF REVENUE | 1,614,077 | 4,836,563 |
GROSS PROFIT | 284,362 | 487,739 |
COMMISSIONS | 973 | |
SALARIES AND WAGES | 530,838 | 575,449 |
DEPRECIATION AND AMORTIZATION | 2,669 | 164,595 |
OTHER OPERATING EXPENSES | 700,090 | 596,474 |
LOSS FROM OPERATIONS | (950,208) | (848,779) |
OTHER INCOME | 1,902 | 29,629 |
LOSS ON SETTLEMENT OF DEBT | (648,430) | |
INTEREST EXPENSE | (354,666) | (234,716) |
NET LOSS | (1,951,402) | (1,053,866) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (1,951,402) | (1,053,866) |
COMPREHENSIVE LOSS: | ||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 85,574 | 35,411 |
COMPREHENSIVE LOSS | $ (1,865,828) | $ (1,018,455) |
Loss per common share: | ||
Net loss per common share - basic and diluted | $ (0.06) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 33,776,858 | 24,304,881 |
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] | Treasury Stock, Common [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value 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 | |||||
Common stock issued for service | $ 4 | 73,967 | 73,971 | ||||
Common stock issued for service, shares | 20,385 | ||||||
Net Loss | (1,053,866) | (1,053,866) | |||||
Cumulative translation adjustment | 35,411 | ||||||
Warrants issued on convertible debt note | 956,301 | 956,301 | |||||
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 | ||||||
Comprehensive Income | 35,411 | 35,411 | |||||
Ending balance, value 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, value at Dec. 31, 2022 | $ 2,704 | 28,326,546 | (29,339,120) | (235,853) | (1,245,723) | ||
Beginning balance, shares at Dec. 31, 2022 | 26,766,425 | ||||||
Stock based compensation | 20,190 | 20,190 | |||||
Common stock issued for service | $ 9 | 22,991 | 23,000 | ||||
Common stock issued for service, shares | 65,754 | ||||||
Common stock issued for note payment | $ 748 | 1,742,482 | 1,743,230 | ||||
Common stock issued for note payment, shares | 7,470,648 | ||||||
Common stock issued for cash | $ 952 | 1,879,740 | 1,880,692 | ||||
Common stock issued for cash, shares | 9,474,106 | ||||||
Repurchase of common stock | (76,323) | (76,323) | |||||
Net Loss | (1,951,402) | (1,951,402) | |||||
Cumulative translation adjustment | 85,574 | 85,574 | |||||
Ending balance, value at Mar. 31, 2023 | $ 4,413 | $ 31,991,949 | $ (31,290,522) | $ (76,323) | $ (150,279) | $ 479,238 | |
Ending balance, shares at Mar. 31, 2023 | 43,776,933 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (1,951,402) | $ (1,053,866) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Stock based compensation | 20,190 | 193,631 |
Common stock issued for service | 23,000 | 73,971 |
Depreciation of fixed assets | 1,046 | 55,628 |
Amortization of intangible assets | 1,623 | 95,086 |
Amortization of debt discounts | 273,614 | 173,027 |
Amortization of loan costs | 13,881 | |
Loss on settlement of debt | 648,430 | |
Lease expense | 16,422 | 7,177 |
Bad debt expense | 322 | |
Changes in operating assets and liabilities: | ||
Accounts receivables | (231,928) | (2,623,580) |
Inventories | 1,294,534 | (921,743) |
Advances to related parties | (26,000) | |
Other current assets | (251,352) | 1,570,625 |
Right of use liability | (16,457) | (7,213) |
Accounts payable and accruals | (1,234,498) | (427,538) |
Deferred income | 2,682 | |
Other current liabilities | (140,000) | |
Net Cash (Used in) Operating Activities | (1,406,778) | (3,013,910) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash paid for acquisition | (398,482) | |
Purchases of fixed assets | (15,351) | (73,870) |
Net Cash (Used in) Investing Activities | (15,351) | (472,352) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock offering | 1,880,692 | |
Proceeds from common stock warrants exercised | 250,000 | |
Proceeds from working capital line of credit | 1,165,765 | 3,009,349 |
Proceeds from convertible debt | 4,762,855 | |
Repayments of working capital line of credit | (1,454,193) | (2,630,786) |
Repayments of related party notes payable | (110,000) | |
Purchase of treasury stock | (76,323) | |
Payment of loan costs | (25,000) | |
Net Cash Provided by Financing Activities | 1,515,941 | 5,256,418 |
Effect of Exchange Rate Changes on Cash | 85,836 | 55,003 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 179,648 | 1,825,159 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD | 9,262 | 1,155,513 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD | 188,910 | 2,980,672 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 86,811 | 63,490 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||
Warrants issued for convertible debt | 956,301 | |
Common stock issued for asset acquisition | 359,250 | |
Common stock issued for partial settlement of note payable | $ 1,743,230 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2023 | |
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 has two other subsidiaries, Coastal Pride and TOBC who maintain the Company’s fresh crab meat and steelhead salmon businesses, respectively. The Company’s current source of revenue is from 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 and rainbow trout produced under the brand name Little Cedar Farms for distribution 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. 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, 2022 has been derived from the Company’s annual financial statements that were audited by our 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, 2022 filed with the SEC on April 17, 2023 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, including of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of March 31, 2023, and December 31, 2022, the balance due from the related party for future shipments was approximately $ 1,300,000 no 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 Mexico, 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 and rainbow trout fingerlings 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. Cash, Cash Equivalents and Restricted Cash The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2023 and December 31, 2022, the Company had no The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that agrees to the total of those amounts as presented in the consolidated statements of cash flows as of March 31, 2023 and December 31 2022: Schedule of Cash March 31, December 31, Cash $ 187,260 $ 9,262 Restricted cash 1,650 - Cash, cash equivalents and restricted cash $ 188,910 $ 9,262 Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for credit losses are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the allowance for credit losses. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for credit losses and sales return, allowances and discounts. They are stated at estimated net realizable value. No Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. For the three months ended March 31, 2023, the Company recorded no 743,218 The Company’s inventory as of March 31, 2023 and December 31 2022 consists of: Schedule of Inventory March 31, December 31, Inventory purchased for resale $ 3,372,080 $ 3,052,518 Feeds and eggs processed 141,538 156,984 In-transit inventory - 1,598,650 Inventory, net $ 3,513,618 $ 4,808,152 Lease Accounting The Company accounts for its leases under ASC 842, Leases The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company 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. The Company did not have any finance leases as of March 31, 2023. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2023. Schedule of Lease-Related Assets and Liabilities March 31, 2023 Assets Operating lease assets $ 181,119 Liabilities Current Operating lease liabilities $ 53,196 Noncurrent Operating lease liabilities $ 127,307 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Lease Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,422 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term And Discount Rates For operating Lease March 31, 2023 Weighted-average remaining lease term Operating leases 3.53 Weighted-average discount rate Operating leases 6.7 % Maturities of lease liabilities as of March 31, 2023 were as follows: Schedule of Maturities of Lease Liabilities Operating 2023 (nine months remaining) 50,764 2024 58,673 2025 43,613 2026 43,613 2027 10,904 Thereafter Total lease payments 207,567 Less: amount of lease payments representing interest (27,064 ) Present value of future minimum lease payments $ 180,503 Less: current obligations under leases $ (53,196 ) Non-current obligations $ 127,307 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 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 goodwill and recognized an impairment loss on goodwill of $ 1,244,309 No Long-lived Assets Management 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. Fair value estimates are completed using a discounted cash flow analysis. 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 long-lived assets and recognized an impairment loss on customer relationships, trademarks, non-compete agreements of $ 1,595,677 1,006,185 78,116 1,873,619 No Foreign Currency Exchange Rates Risk The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements. Recent Accounting Pronouncements ASU 2016-13 Financial Instruments – Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward-looking, expected loss model to estimate credit losses. It also requires entities to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. For public business entities that are Securities and Exchange Commission filers excluding smaller reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 16, 2019, FASB voted to delay implementation of ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. On November 15, 2019, FASB issued an Accounting Standard Update No. 2019-10 to amend the implementation date to fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this ASU on January 1, 2023 related to receivables and determined no material impact of the adoption of the ASU on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the three months ended March 31, 2023, the Company incurred a net loss of $ 1,951,402 31,290,522 1,446,078 893,000 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 4. Other Current Assets Other current assets totaled $ 923,286 671,933 525,000 |
Fixed Assets, Net
Fixed Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Note 5. Fixed Assets, Net Fixed assets comprised the following: Schedule of Fixed Assets March 31, December 31, Computer equipment $ 42,857 $ 97,624 RAS system 111,018 2,089,909 Automobiles - 122,715 Leasehold improvements 15,350 89,055 Total 169,225 2,399,303 Less: Accumulated depreciation and impairment (35,347 ) (2,278,903 ) Fixed assets, net $ 133,878 $ 120,400 For the three months ended March 31, 2023 and 2022, depreciation expense totaled approximately $ 1,000 56,000 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. 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 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 March 31, 2023, the interest rate was 16.75% which includes a default rate of 3% 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 March 31, 2023, the Company was in compliance with all financial covenants under the Loan Agreement, except for the requirement to maintain a greater than $ 50,000 During the three months ended March 31, 2023, cash proceeds from the working capital line of credit totaled $ 1,165,765 1,454,193 1,487,640 John Keeler Promissory Notes – Subordinated The Company had unsecured promissory notes outstanding to John Keeler of approximately $ 893,000 13,140 14,400 6 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 For the year ended December 31, 2022, $ 38,799 104,640 On March 31, 2023, $ 3,495 Interest expense for the note totaled approximately $ 3,500 4,500 As of March 31, 2023 and December 31, 2022, the outstanding balance on the note totaled $ 350,000 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 For the year ended December 31, 2022, all of the outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the note by the Company totaling $ 75,707 Interest expense for the note totaled approximately $ 0 and $ 600 during the three months ended March 31, 2023 and 2022, respectively. Tracy Greco Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 71,372 4 The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 2.00 For the year ended December 31, 2022, all of the outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the note by the Company totaling $ 61,511 Interest expense for the note totaled approximately $ 0 500 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 For the year ended December 31, 2022, all of the outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the note by the Company totaling $ 43,771 Interest expense for the note totaled approximately $ 0 300 Lind Global Fund II LP note 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 2,022,397 750,000 150,000 87,144 1,035,253 273,614 173,027 370,163 643,777 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 During the three months ended March 31, 2023, the Company made principal payments on the note totaling $ 1,094,800 7,470,648 2,618,371 3,439,557 370,164 643,778 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7. Stockholders’ Equity 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 4, 2022, the Company issued 9,569 20,000 5,000 On January 1, 2023, February 1, 2023 and March 1, 2023, the Company issued 15,000 11,538 39,216 In January 2023, the Company sold an aggregate of 474,106 182,982 151,284 76,323 On February 14, 2023, the Company issued 8,200,000 800,000 1,692,000 During the three months ended March 31, 2023, the Company issued an aggregate of 7,470,648 1,743,230 1,094,800 648,430 |
Options
Options | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Options | Note 8. Options The following table represents option activity for the three months ended March 31, 2023: Schedule of Option Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 4,461,511 $ 2.00 5.25 Exercisable – December 31, 2022 4,121,633 $ 2.00 5.28 $ - Granted - $ - Forfeited - $ - Vested 4,168,036 Outstanding – March 31, 2023 4,461,511 $ 1.51 5.01 Exercisable – March 31, 2023 4,168,036 $ 1.51 5.04 $ - For the three months ended March 31, 2023, the Company recognized $ 20,190 of compensation expense for vested stock options issued to directors, contractors and employees during 2019 to 2022. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 9. Warrants The following table represents warrant activity for the three months ended March 31, 2023: Schedule of Warrant Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 2,413,500 $ 3.11 1.32 Exercisable – December 31, 2022 2,413,500 $ 3.11 1.32 $ - Granted 800,000 $ 0.20 Exercised (800,000 ) $ 0.20 Forfeited or Expired - $ - Outstanding – March 31, 2023 2,413,500 $ 3.11 1.08 Exercisable – March 31, 2023 2,413,500 $ 3.11 1.08 $ - 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 1,035,253 During the three months ended March 31, 2023, the Company issued 800,000 0.199 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 10. Commitment and Contingencies Office lease On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party and paid $ 23,200 17,400 Coastal Pride leases approximately 1,100 1,255 750 4,515 On February 3, 2022, in connection with the acquisition of certain assets of Gault, the Company entered into a one 9,050 1,000 1,500 The offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately $ 2,500 2,590 23,310 2,370 21,330 7,770 7,110 Rental and equipment lease expenses amounted to approximately $ 44,500 23,800 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On April 1, 2023 and May 1, 2023, the Company issued 47,244 48,000 On May 16, 2023, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with ClearThink Capital Partners, LLC (“ClearThink”). Pursuant to the ELOC Purchase Agreement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a “Request Notice”), and subject to the other terms and conditions set forth in the ELOC Purchase Agreement, up to an aggregate of $ 10,000,000 25,000 $1,000,000 and (ii) 300% of the average daily trading value of the common stock over the ten days preceding the Request Notice date. 1,250,000 In connection with the ELOC Purchase Agreement, the Company entered into a registration rights agreement with ClearThink under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of common stock issuable under the ELOC Purchase Agreement. On May 16, 2023, the Company and ClearThink also entered into a securities purchase agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 1,000,000 200,000 The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company’s outstanding shares of common stock. On May 17, 2023, the Company issued 1,818,181 223,636 160,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 has been derived from the Company’s annual financial statements that were audited by our 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, 2022 filed with the SEC on April 17, 2023 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, including of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of March 31, 2023, and December 31, 2022, the balance due from the related party for future shipments was approximately $ 1,300,000 no |
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 Mexico, 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 and rainbow trout fingerlings 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2023 and December 31, 2022, the Company had no The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that agrees to the total of those amounts as presented in the consolidated statements of cash flows as of March 31, 2023 and December 31 2022: Schedule of Cash March 31, December 31, Cash $ 187,260 $ 9,262 Restricted cash 1,650 - Cash, cash equivalents and restricted cash $ 188,910 $ 9,262 |
Accounts Receivable | Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for credit losses are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the allowance for credit losses. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for credit losses and sales return, allowances and discounts. They are stated at estimated net realizable value. No |
Inventories | Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. For the three months ended March 31, 2023, the Company recorded no 743,218 The Company’s inventory as of March 31, 2023 and December 31 2022 consists of: Schedule of Inventory March 31, December 31, Inventory purchased for resale $ 3,372,080 $ 3,052,518 Feeds and eggs processed 141,538 156,984 In-transit inventory - 1,598,650 Inventory, net $ 3,513,618 $ 4,808,152 |
Lease Accounting | Lease Accounting The Company accounts for its leases under ASC 842, Leases The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company 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. The Company did not have any finance leases as of March 31, 2023. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2023. Schedule of Lease-Related Assets and Liabilities March 31, 2023 Assets Operating lease assets $ 181,119 Liabilities Current Operating lease liabilities $ 53,196 Noncurrent Operating lease liabilities $ 127,307 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Lease Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,422 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term And Discount Rates For operating Lease March 31, 2023 Weighted-average remaining lease term Operating leases 3.53 Weighted-average discount rate Operating leases 6.7 % Maturities of lease liabilities as of March 31, 2023 were as follows: Schedule of Maturities of Lease Liabilities Operating 2023 (nine months remaining) 50,764 2024 58,673 2025 43,613 2026 43,613 2027 10,904 Thereafter Total lease payments 207,567 Less: amount of lease payments representing interest (27,064 ) Present value of future minimum lease payments $ 180,503 Less: current obligations under leases $ (53,196 ) Non-current obligations $ 127,307 |
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 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 goodwill and recognized an impairment loss on goodwill of $ 1,244,309 No |
Long-lived Assets | Long-lived Assets Management 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. Fair value estimates are completed using a discounted cash flow analysis. 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 long-lived assets and recognized an impairment loss on customer relationships, trademarks, non-compete agreements of $ 1,595,677 1,006,185 78,116 1,873,619 No |
Foreign Currency Exchange Rates Risk | Foreign Currency Exchange Rates Risk The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2016-13 Financial Instruments – Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward-looking, expected loss model to estimate credit losses. It also requires entities to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. For public business entities that are Securities and Exchange Commission filers excluding smaller reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 16, 2019, FASB voted to delay implementation of ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. On November 15, 2019, FASB issued an Accounting Standard Update No. 2019-10 to amend the implementation date to fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this ASU on January 1, 2023 related to receivables and determined no material impact of the adoption of the ASU on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that agrees to the total of those amounts as presented in the consolidated statements of cash flows as of March 31, 2023 and December 31 2022: Schedule of Cash March 31, December 31, Cash $ 187,260 $ 9,262 Restricted cash 1,650 - Cash, cash equivalents and restricted cash $ 188,910 $ 9,262 |
Schedule of Inventory | The Company’s inventory as of March 31, 2023 and December 31 2022 consists of: Schedule of Inventory March 31, December 31, Inventory purchased for resale $ 3,372,080 $ 3,052,518 Feeds and eggs processed 141,538 156,984 In-transit inventory - 1,598,650 Inventory, net $ 3,513,618 $ 4,808,152 |
Schedule of Lease-Related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2023. Schedule of Lease-Related Assets and Liabilities March 31, 2023 Assets Operating lease assets $ 181,119 Liabilities Current Operating lease liabilities $ 53,196 Noncurrent Operating lease liabilities $ 127,307 |
Schedule of Supplemental Cash Flow Information Related to Lease | Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Lease Three Months Ended March 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,422 ROU assets recognized in exchange for lease obligations: Operating leases $ - |
Schedule of Remaining Lease Term And Discount Rates For operating Lease | The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term And Discount Rates For operating Lease March 31, 2023 Weighted-average remaining lease term Operating leases 3.53 Weighted-average discount rate Operating leases 6.7 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2023 were as follows: Schedule of Maturities of Lease Liabilities Operating 2023 (nine months remaining) 50,764 2024 58,673 2025 43,613 2026 43,613 2027 10,904 Thereafter Total lease payments 207,567 Less: amount of lease payments representing interest (27,064 ) Present value of future minimum lease payments $ 180,503 Less: current obligations under leases $ (53,196 ) Non-current obligations $ 127,307 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets comprised the following: Schedule of Fixed Assets March 31, December 31, Computer equipment $ 42,857 $ 97,624 RAS system 111,018 2,089,909 Automobiles - 122,715 Leasehold improvements 15,350 89,055 Total 169,225 2,399,303 Less: Accumulated depreciation and impairment (35,347 ) (2,278,903 ) Fixed assets, net $ 133,878 $ 120,400 |
Options (Tables)
Options (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table represents option activity for the three months ended March 31, 2023: Schedule of Option Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 4,461,511 $ 2.00 5.25 Exercisable – December 31, 2022 4,121,633 $ 2.00 5.28 $ - Granted - $ - Forfeited - $ - Vested 4,168,036 Outstanding – March 31, 2023 4,461,511 $ 1.51 5.01 Exercisable – March 31, 2023 4,168,036 $ 1.51 5.04 $ - |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Schedule of Warrant Activity | The following table represents warrant activity for the three months ended March 31, 2023: Schedule of Warrant Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 2,413,500 $ 3.11 1.32 Exercisable – December 31, 2022 2,413,500 $ 3.11 1.32 $ - Granted 800,000 $ 0.20 Exercised (800,000 ) $ 0.20 Forfeited or Expired - $ - Outstanding – March 31, 2023 2,413,500 $ 3.11 1.08 Exercisable – March 31, 2023 2,413,500 $ 3.11 1.08 $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) | 3 Months Ended | ||
Feb. 03, 2022 CAD ($) shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire businesses net of cash acquired | $ 398,482 | ||
Gault Sea Food, LLC [Member] | Asset Purchase [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire businesses net of cash acquired | $ 359,250 | ||
Number of shares issued | shares | 167,093 | ||
Common stock fair value | $ 359,250 |
Schedule of Cash (Details)
Schedule of Cash (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash | $ 187,260 | $ 9,262 |
Restricted cash | 1,650 | |
Cash, cash equivalents and restricted cash | $ 188,910 | $ 9,262 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Inventory purchased for resale | $ 3,372,080 | $ 3,052,518 |
Feeds and eggs processed | 141,538 | 156,984 |
In-transit inventory | 1,598,650 | |
Inventory, net | $ 3,513,618 | $ 4,808,152 |
Schedule of Lease-Related Asset
Schedule of Lease-Related Assets and Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 181,119 | $ 197,540 |
Operating lease liabilities - Current | 53,196 | 57,329 |
Operating lease liabilities - Noncurrent | $ 127,307 | $ 139,631 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Lease (Details) - USD ($) | 3 Months Ended | |
Feb. 03, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,500 | $ 16,422 |
ROU assets recognized in exchange for lease obligations: Operating leases |
Schedule of Remaining Lease Ter
Schedule of Remaining Lease Term And Discount Rates For operating Lease (Details) | Mar. 31, 2023 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 3 years 6 months 10 days |
Weighted-average discount rate, Operating leases | 6.70% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
2023 (nine months remaining) | $ 50,764 | |
2024 | 58,673 | |
2025 | 43,613 | |
2026 | 43,613 | |
2027 | 10,904 | |
Total lease payments | 207,567 | |
Less: amount of lease payments representing interest | (27,064) | |
Present value of future minimum lease payments | 180,503 | |
Less: current obligations under leases | (53,196) | $ (57,329) |
Non-current obligations | $ 127,307 | $ 139,631 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Cost of revenue | $ 1,614,077 | $ 4,836,563 | |
Cash equivalents | |||
Allowances and discounts | 0 | ||
Inventory adjustment based on gross loss recogized | 0 | ||
Net realizable value | 743,218 | ||
Goodwill impairment | 0 | 1,244,309 | |
Impairment of long-lived tangible assets | 0 | 1,873,619 | |
Customer Relationships [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Impairment charges | 1,595,677 | ||
Trademarks [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Impairment charges | 1,006,185 | ||
Non Compete Agreement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Impairment charges | 78,116 | ||
Bacolod Blue Star Export Corp [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Cost of revenue | 0 | $ 0 | |
Bacolod Blue Star Export Corp [Member] | Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due from related party for future shipments | $ 1,300,000 | $ 1,300,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,951,402 | $ 1,053,866 | |
Accumulated deficit | 31,290,522 | $ 29,339,120 | |
Working capital deficit | 1,446,078 | ||
Subordinated stockholder debt | $ 893,000 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other current assets | $ 923,286 | $ 671,933 |
Prepaid inventory | $ 525,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 169,225 | $ 2,399,303 |
Less: Accumulated depreciation and impairment | (35,347) | (2,278,903) |
Fixed assets, net | 133,878 | 120,400 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 42,857 | 97,624 |
RAS System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 111,018 | 2,089,909 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 122,715 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 15,350 | $ 89,055 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,000 | $ 56,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 24, 2022 | Jan. 24, 2022 | Nov. 26, 2019 | May 16, 2023 | Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Interest expenses | $ 354,666 | $ 234,716 | ||||||
Debt instrument covenant, description | $1,000,000 and (ii) 300% of the average daily trading value of the common stock over the ten days preceding the Request Notice date. | |||||||
Outstanding balance | 350,000 | $ 350,000 | ||||||
Debt outstanding | $ 1,094,800 | |||||||
Debt instrument conversion of shares | 7,470,648 | |||||||
6% Demand Promissory Notes [Member] | John Keeler [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, principal amount | $ 893,000 | |||||||
Interest expenses | $ 13,140 | 14,400 | ||||||
Debt instrument, interest rate | 6% | |||||||
Five Year Unsecured Promissory Note [Member] | Walter F. Lubkin, Jr. [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, principal amount | $ 500,000 | |||||||
Debt instrument, interest rate | 4% | |||||||
Debt instrument covenant, description | The note bears interest at the rate of 4% per annum. The note 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 payment interest | 38,799 | |||||||
Monthly payment | $ 3,495 | 104,640 | ||||||
Interest expense | 3,500 | 4,500 | ||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Walter Lubkin III [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, principal amount | $ 87,842 | |||||||
Debt instrument, interest rate | 4% | |||||||
Monthly payment | 75,707 | |||||||
Interest expense | 0 | 600 | ||||||
Debt description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||
Conversion price | $ 2 | |||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Tracy Greco [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, principal amount | $ 71,372 | |||||||
Debt instrument, interest rate | 4% | |||||||
Monthly payment | 61,511 | |||||||
Interest expense | 0 | 500 | ||||||
Debt description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||
Conversion price | $ 2 | |||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | John Lubkin [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, principal amount | $ 50,786 | |||||||
Debt instrument, interest rate | 4% | |||||||
Monthly payment | 43,771 | |||||||
Interest expense | 0 | 300 | ||||||
Debt description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||
Conversion price | $ 2 | |||||||
Thirty-Nine Month Unsecured Promissory Note [Member] | Lind Global Fund II LP [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt discount net | 370,164 | 643,778 | ||||||
Debt outstanding | 2,618,371 | 3,439,557 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, principal amount | $ 5,750,000 | $ 5,750,000 | ||||||
Debt instrument, interest rate | 125% | 125% | ||||||
Monthly payment | $ 333,333 | |||||||
Interest expense | 273,614 | $ 173,027 | ||||||
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 | |||||||
Conversion price | $ 5 | $ 5 | ||||||
Warrants term | 5 years | 5 years | ||||||
Warrants to purchase common stock | 1,000,000 | 1,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | $ 4.50 | ||||||
Commitment fee | $ 150,000 | $ 150,000 | ||||||
Debt issuance costs | 87,144 | 87,144 | ||||||
Debt discount net | 2,022,397 | $ 2,022,397 | 370,163 | $ 643,777 | ||||
Original issuance discount | 750,000 | |||||||
Warrant issuance cost | $ 1,035,253 | |||||||
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% | 80% | ||||||
Ownership percentage | 4.99% | 4.99% | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 10% | 10% | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | $ 4.50 | ||||||
Keeler and Co [Member] | Loan Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Long term line of credit | $ 5,000,000 | 1,487,640 | ||||||
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 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 March 31, 2023, the interest rate was 16.75% which includes a default rate of 3% | |||||||
Line of credit guaranty | 1,000,000 | |||||||
Maximum Borrowing Capacity | 50,000 | |||||||
AFC [Member] | Loan Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from Contributed Capital | 1,165,765 | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,454,193 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||
Mar. 01, 2023 | Feb. 14, 2023 | Feb. 01, 2023 | Jan. 01, 2023 | Apr. 04, 2022 | Mar. 31, 2022 | Feb. 03, 2022 | Jan. 24, 2022 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of stock issued for services, value | $ 23,000 | $ 73,971 | |||||||||
Stock compensation expense | 20,190 | ||||||||||
Proceeds from public offering | $ 474,106 | ||||||||||
Proceeds from Issuance of Common Stock | $ 182,982 | 1,880,692 | |||||||||
Stock Repurchased During Period, Value | 76,323 | ||||||||||
SRAX, Inc. [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock issued during period shares issued for services | 9,569 | ||||||||||
Number of stock issued for services, value | $ 20,000 | ||||||||||
Stock compensation expense | $ 5,000 | ||||||||||
Clear Think Capital [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock issued during period shares issued for services | 39,216 | 11,538 | 15,000 | ||||||||
Aegis Capital Corp. [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Proceeds from public offering | $ 1,692,000 | ||||||||||
Stock issued during period shares | 8,200,000 | ||||||||||
Pre-Funded warrants to purchase common stock | 800,000 | 800,000 | |||||||||
Lind Global Fund II LP [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock issued during period shares issued for services | 7,470,648 | ||||||||||
Number of stock issued for services, value | $ 1,743,230 | ||||||||||
Due on convertible promissory note | 1,094,800 | ||||||||||
Due on convertible promissory note | $ 648,430 | ||||||||||
Gault Seafood [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock issued during period shares issued for services | 167,093 | ||||||||||
Number of stock issued for services, value | $ 359,250 | ||||||||||
Intelligent Investments I, LLC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock issued during period shares issued for services | 15,385 | ||||||||||
Number of stock issued for services, value | $ 30,000 | ||||||||||
TraDigital Marketing Group [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock issued during period shares issued for services | 5,000 | ||||||||||
Number of stock issued for services, value | $ 9,750 | ||||||||||
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 | ||||||||||
SalesAgreementMember | Roth Capital Patners LLC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock Repurchased During Period, Shares | 151,284 | ||||||||||
Stock Repurchased During Period, Value | $ 76,323 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of option, outstanding begining | 4,461,511 | |
Weighted average exercise price, outstanding beginning | $ 2 | |
Weighted average remaining contractual life in years, outstanding | 5 years 3 days | 5 years 3 months |
Number of option, exercisable | 4,121,633 | |
Weighted average exercise price, exercisable beginning | $ 2 | |
Weighted average remaining contractual life in years, exercisable | 5 years 14 days | 5 years 3 months 10 days |
Aggregate intrinsic value, exercisable beginning | ||
Number of Option, Granted | ||
Weighted average exercise price, granted | ||
Number of option, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of option, vested | 4,168,036 | |
Number of option, outstanding ending | 4,461,511 | 4,461,511 |
Weighted average exercise price, outstanding ending | $ 1.51 | $ 2 |
Number of option, exercisable ending | 4,168,036 | 4,121,633 |
Weighted average exercise price, outstanding ending | $ 1.51 | $ 2 |
Aggregate intrinsic value exercisable, ending |
Options (Details Narrative)
Options (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expense | $ 20,190 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 1 year 29 days |
Warrant [Member] | |
Number of Shares, Warrants Outstanding Beginning | 2,413,500 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 3.11 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 3 months 25 days |
Number of Shares, Warrants Exercisable Beginning | 2,413,500 |
Weighted Average Exercise Price Exercisable Beginning | 3.11 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 1 year 3 months 25 days |
Aggregate Intrinsic Value Exercisable, Beginning | $ | |
Number of Shares, Warrants Granted | 800,000 |
Weighted Average Exercise Price Granted | 0.20 |
Number of Shares, Warrants Exercised | (800,000) |
Weighted Average Exercise Price Exercised | 0.20 |
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 | $ / shares | $ 3.11 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 1 year 29 days |
Number of Shares, Warrants Exercisable Ending | 2,413,500 |
Weighted Average Exercise Price Exercisable Ending | 3.11 |
Aggregate Intrinsic Value Exercisable, Ending | $ |
Warrants (Details Narrative)
Warrants (Details Narrative) | Mar. 31, 2023 $ / shares shares | Feb. 14, 2023 shares | Jan. 24, 2022 USD ($) $ / shares shares |
Aegis Capital Corp. [Member] | |||
Pre-Funded warrants to purchase common stock | shares | 800,000 | 800,000 | |
Pre-Funded warrants exercise price | $ 0.199 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||
Debt instrument, principal amount | $ | $ 5,750,000 | ||
Warrant term | 5 years | ||
Pre-Funded warrants to purchase common stock | shares | 1,000,000 | ||
Pre-Funded warrants exercise price | $ 4.50 | ||
Fair value of warrant issued | $ | $ 1,412,213 | ||
Fair value of convertible notes | $ | $ 1,035,253 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Share Price [Member] | |||
Stock price | $ 3.97 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Price Volatility [Member] | |||
Risk-free interest rate | 43.21 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Risk-free interest rate | 1.53 | ||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | |||
Pre-Funded warrants exercise price | $ 4.50 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||
Feb. 03, 2023 USD ($) | Feb. 03, 2022 USD ($) ft² | Mar. 31, 2023 USD ($) ft² | Mar. 31, 2023 CAD ($) ft² | Mar. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, payments | $ 1,500 | $ 16,422 | |||||
Rental and equipment lease expenses | $ 44,500 | $ 23,800 | |||||
Coastal Pride Seafood LLC [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of land held. | ft² | 1,100 | 1,100 | |||||
Coastal Pride Seafood LLC [Member] | One Related Parties [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, payments | $ 1,255 | ||||||
Coastal Pride Seafood LLC [Member] | Two Related Parties [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, payments | 750 | ||||||
Gault Sea Food, LLC [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of land held. | ft² | 9,050 | ||||||
Lessee, operating lease, term of contract | 1 year | ||||||
Gault [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, payments | $ 1,000 | ||||||
Taste of BC Aquafarms Inc [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Amount of lease cost recognized by lessee for lease contract. | $ 2,500 | ||||||
Taste of BC Aquafarms Inc [Member] | Steve And Atkinson [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Amount of lease cost recognized by lessee for lease contract. | $ 2,590 | ||||||
Rental and equipment lease expenses | 23,310 | ||||||
Taste of BC Aquafarms Inc [Member] | Kathryn Atkinson [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Amount of lease cost recognized by lessee for lease contract. | 2,370 | ||||||
Rental and equipment lease expenses | 7,110 | $ 21,330 | |||||
Taste of BC Aquafarms Inc [Member] | Steve and Janet Atkinson [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rental and equipment lease expenses | $ 7,770 | ||||||
Lease Agreement [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, payments | 17,400 | $ 23,200 | |||||
Coastal Pride Lease Agreement [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, payments | $ 4,515 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
May 17, 2023 | May 01, 2023 | Apr. 01, 2023 | May 16, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Stock issued during period shares issued for services | $ 182,982 | $ 1,880,692 | |||||
Debt description | $1,000,000 and (ii) 300% of the average daily trading value of the common stock over the ten days preceding the Request Notice date. | ||||||
Common stock conversion | 1,250,000 | ||||||
Shares purchased | 1,000,000 | ||||||
Shares purchased | $ 200,000 | ||||||
Number of stock issued for services, value | $ 23,000 | $ 73,971 | |||||
Lind Global Fund II LP [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued during period shares issued for services | 7,470,648 | ||||||
Number of stock issued for services, value | $ 1,743,230 | ||||||
Due on convertible promissory note | $ 1,094,800 | ||||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued during period shares issued for services | 65,754 | 20,385 | |||||
Number of stock issued for services, value | $ 9 | $ 4 | |||||
Subsequent Event [Member] | Lind Global Fund II LP [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued during period shares issued for services | 1,818,181 | ||||||
Number of stock issued for services, value | $ 223,636 | ||||||
Due on convertible promissory note | $ 160,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | Clear Think Capital LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued during period shares issued for services | 48,000 | 47,244 | |||||
Stock issued during period shares issued for services | $ 10,000,000 | ||||||
Minimum amount lesser | $ 25,000 |