Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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, $0.0001 par value | |
Trading Symbol | BSFC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,450,350 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 488,833 | $ 9,262 |
Accounts receivable, net of allowances and credit losses of $29,019 and $25,964 | 152,954 | 813,416 |
Inventory, net | 1,990,663 | 4,808,152 |
Other current assets | 2,102,377 | 671,933 |
Total Current Assets | 4,953,352 | 6,521,288 |
FIXED ASSETS, net | 267,561 | 120,400 |
RIGHT OF USE ASSET | 159,915 | 197,540 |
OTHER ASSETS | 123,855 | 103,720 |
TOTAL ASSETS | 7,240,212 | 8,678,477 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 547,133 | 2,401,243 |
Working capital line of credit | 1,776,068 | |
Deferred income | 47,265 | 47,078 |
Current maturities of long-term debt, net of discounts | 3,439,557 | |
Current maturities of lease liabilities | 50,769 | 57,329 |
Loan payable | 118,376 | 29,413 |
Related party notes payable - subordinated | 768,839 | 893,000 |
Derivative liability | 1,481,807 | |
Warrants liability | 2,103,122 | |
Other current liabilities | 790,881 | 790,881 |
Total Current Liabilities | 6,208,192 | 9,534,569 |
LONG-TERM LIABILITIES | ||
Lease liability, net of current portion | 108,526 | 139,631 |
Debt, net of current portion and discounts | 391,200 | |
Related party notes, net of current portion | 50,000 | 250,000 |
TOTAL LIABILITIES | 6,757,918 | 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 September 30, 2023, and 0 shares issued and outstanding as of December 31, 2022 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,970,011 shares issued and outstanding as of September 30, 2023, and 1,338,321 shares issued and outstanding as of December 31, 2022 | 597 | 2,704 |
Additional paid-in capital | 33,907,540 | 28,326,546 |
Accumulated other comprehensive loss | (161,450) | (235,853) |
Accumulated deficit | (33,188,070) | (29,339,120) |
Treasury stock, 7,564 shares as of September 30, 2023 and 0 shares as of December 31, 2022 | (76,323) | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 482,294 | (1,245,723) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 7,240,212 | 8,678,477 |
Related Party [Member] | ||
CURRENT ASSETS | ||
Advances to related party | 218,525 | 218,525 |
RELATED PARTY LONG-TERM RECEIVABLE | 435,545 | 435,545 |
ADVANCES TO RELATED PARTY | 1,299,984 | 1,299,984 |
CURRENT LIABILITIES | ||
Current maturities of related party long-term notes | $ 300,000 | $ 100,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Allowance for doubtful accounts receivable current | $ 29,019 | $ 25,964 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,970,011 | 1,338,321 |
Common stock, shares outstanding | 5,970,011 | 1,338,321 |
Treasury stock common, shares | 7,564 | 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 Income (Loss) (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
REVENUE, NET | $ 1,561,679 | $ 2,429,195 | $ 5,115,680 | $ 10,712,363 |
COST OF REVENUE | 1,586,478 | 3,973,656 | 4,775,102 | 11,431,331 |
GROSS PROFIT (LOSS) | (24,799) | (1,544,461) | 340,578 | (718,968) |
COMMISSIONS | 423 | 2,674 | 2,169 | 24,051 |
SALARIES AND WAGES | 301,393 | 352,178 | 1,298,358 | 1,498,703 |
DEPRECIATION AND AMORTIZATION | 2,754 | 151,568 | 33,091 | 426,364 |
IMPAIRMENT LOSS | 748,997 | 748,997 | ||
OTHER OPERATING EXPENSES | 410,913 | 566,977 | 1,773,702 | 1,930,753 |
LOSS FROM OPERATIONS | (740,282) | (3,366,855) | (2,766,742) | (5,347,836) |
OTHER INCOME | (1,902) | 22,229 | 25,292 | 68,899 |
INTEREST INCOME | 16 | 40 | ||
LOSS ON SETTLEMENT OF DEBT | (144,169) | (57,085) | (977,188) | (57,085) |
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES | 1,240,214 | 1,339,791 | ||
INTEREST EXPENSE | (799,690) | (336,378) | (1,470,143) | (893,146) |
NET LOSS | (445,813) | (3,738,089) | (3,848,950) | (6,229,168) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | (445,813) | (3,738,089) | (3,848,950) | (6,229,168) |
COMPREHENSIVE INCOME (LOSS): | ||||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 25,573 | (51,124) | 74,403 | (52,910) |
COMPREHENSIVE LOSS | $ (420,240) | $ (3,789,213) | $ (3,774,547) | $ (6,282,078) |
Loss per common share: | ||||
Net loss per common share basic | $ (0.13) | $ (2.97) | $ (1.54) | $ (4.98) |
Net loss per common share diluted | $ (0.13) | $ (2.97) | $ (1.54) | $ (4.98) |
Weighted average common shares outstanding basic | 3,437,050 | 1,258,484 | 2,503,628 | 1,251,103 |
Weighted average common shares outstanding diluted | 3,437,050 | 1,258,484 | 2,503,628 | 1,251,103 |
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 |
Balance at Dec. 31, 2021 | $ 123 | $ 25,105,236 | $ (16,144,151) | $ (54,240) | $ 8,906,968 | ||
Balance, shares at Dec. 31, 2021 | 1,233,566 | ||||||
Stock based compensation | 193,631 | 193,631 | |||||
Common stock issued for service | $ 1 | 73,970 | 73,971 | ||||
Common stock issued for service, shares | 1,019 | ||||||
Net Loss | (1,053,866) | (1,053,866) | |||||
Warrants issued on convertible debt note | 956,301 | 956,301 | |||||
Common stock issued for asset acquisition | $ 1 | 359,249 | 359,250 | ||||
Common stock issued for asset acquisition, shares | 8,355 | ||||||
Common stock issued from exercise of warrants | $ 1 | 249,999 | 250,000 | ||||
Common stock issued from exercise of warrants, shares | 6,250 | ||||||
Comprehensive Loss | 35,411 | 35,411 | |||||
Balance at Mar. 31, 2022 | $ 126 | 26,938,386 | (17,198,017) | (18,829) | 9,721,666 | ||
Balance, shares at Mar. 31, 2022 | 1,249,190 | ||||||
Balance at Dec. 31, 2021 | $ 123 | 25,105,236 | (16,144,151) | (54,240) | 8,906,968 | ||
Balance, shares at Dec. 31, 2021 | 1,233,566 | ||||||
Net Loss | (6,229,168) | ||||||
Cumulative translation adjustment | (52,910) | ||||||
Balance at Sep. 30, 2022 | $ 129 | 27,806,285 | (22,373,319) | (107,150) | 5,325,945 | ||
Balance, shares at Sep. 30, 2022 | 1,276,136 | ||||||
Balance at Mar. 31, 2022 | $ 126 | 26,938,386 | (17,198,017) | (18,829) | 9,721,666 | ||
Balance, shares at Mar. 31, 2022 | 1,249,190 | ||||||
Stock based compensation | 151,252 | 151,252 | |||||
Common stock issued for service | $ 1 | 257,361 | 257,362 | ||||
Common stock issued for service, shares | 3,991 | ||||||
Net Loss | (1,437,213) | (1,437,213) | |||||
Comprehensive Loss | (37,197) | (37,197) | |||||
Balance at Jun. 30, 2022 | $ 127 | 27,346,999 | (18,635,230) | (56,026) | 8,655,870 | ||
Balance, shares at Jun. 30, 2022 | 1,253,181 | ||||||
Stock based compensation | (45,710) | (45,710) | |||||
Common stock issued for service | 57,221 | 57,221 | |||||
Common stock issued for service, shares | 733 | ||||||
Common stock issued for note payment | $ 2 | 447,775 | 447,777 | ||||
Common stock issued for note payment, shares | 22,222 | ||||||
Net Loss | (3,738,089) | (3,738,089) | |||||
Cumulative translation adjustment | (51,124) | ||||||
Comprehensive Loss | (51,124) | (51,124) | |||||
Balance at Sep. 30, 2022 | $ 129 | 27,806,285 | (22,373,319) | (107,150) | 5,325,945 | ||
Balance, shares at Sep. 30, 2022 | 1,276,136 | ||||||
Balance at Dec. 31, 2022 | $ 134 | 28,329,116 | (29,339,120) | (235,853) | (1,245,723) | ||
Balance, shares at Dec. 31, 2022 | 1,338,321 | ||||||
Stock based compensation | 20,190 | 20,190 | |||||
Common stock issued for service | $ 1 | 22,999 | 23,000 | ||||
Common stock issued for service, shares | 3,288 | ||||||
Common stock issued for note payment | $ 37 | 1,743,193 | 1,743,230 | ||||
Common stock issued for note payment, shares | 373,533 | ||||||
Common stock issued for cash and exercise of warrants | $ 47 | 1,880,645 | 1,880,692 | ||||
Common stock issued for cash, shares | 473,705 | ||||||
Repurchase of common stock | (76,323) | (76,323) | |||||
Net Loss | (1,951,402) | (1,951,402) | |||||
Cumulative translation adjustment | 85,574 | 85,574 | |||||
Balance at Mar. 31, 2023 | $ 219 | 31,996,143 | (31,290,522) | (76,323) | (150,279) | 479,238 | |
Balance, shares at Mar. 31, 2023 | 2,188,847 | ||||||
Balance at Dec. 31, 2022 | $ 134 | 28,329,116 | (29,339,120) | (235,853) | (1,245,723) | ||
Balance, shares at Dec. 31, 2022 | 1,338,321 | ||||||
Net Loss | (3,848,950) | ||||||
Cumulative translation adjustment | 74,403 | ||||||
Balance at Sep. 30, 2023 | $ 597 | 33,907,540 | (33,188,070) | (76,323) | (161,450) | 482,294 | |
Balance, shares at Sep. 30, 2023 | 5,970,011 | ||||||
Balance at Mar. 31, 2023 | $ 219 | 31,996,143 | (31,290,522) | (76,323) | (150,279) | 479,238 | |
Balance, shares at Mar. 31, 2023 | 2,188,847 | ||||||
Stock based compensation | 16,940 | 16,940 | |||||
Common stock issued for service | $ 7 | 17,993 | 18,000 | ||||
Common stock issued for service, shares | 70,323 | ||||||
Common stock issued for note payment | $ 41 | 758,548 | 758,589 | ||||
Common stock issued for note payment, shares | 407,118 | ||||||
Common stock issued for cash and exercise of warrants | $ 5 | 199,995 | 200,000 | ||||
Common stock issued for cash, shares | 50,000 | ||||||
Net Loss | (1,451,735) | (1,451,735) | |||||
Cumulative translation adjustment | (36,744) | (36,744) | |||||
Balance at Jun. 30, 2023 | $ 272 | 32,989,619 | (32,742,257) | (76,323) | (187,023) | (15,712) | |
Balance, shares at Jun. 30, 2023 | 2,716,288 | ||||||
Stock based compensation | 17,588 | 17,588 | |||||
Common stock issued for service | $ 22 | 67,978 | 68,000 | ||||
Common stock issued for service, shares | 223,140 | ||||||
Common stock issued for note payment | $ 60 | 551,209 | 551,269 | ||||
Common stock issued for note payment, shares | 598,561 | ||||||
Common stock issued for cash and exercise of warrants | $ 243 | 281,146 | 281,389 | ||||
Common stock issued for cash, shares | 2,432,022 | ||||||
Net Loss | (445,813) | (445,813) | |||||
Cumulative translation adjustment | 25,573 | 25,573 | |||||
Balance at Sep. 30, 2023 | $ 597 | $ 33,907,540 | $ (33,188,070) | $ (76,323) | $ (161,450) | $ 482,294 | |
Balance, shares at Sep. 30, 2023 | 5,970,011 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (3,848,950) | $ (6,229,168) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Stock based compensation | 54,718 | 299,173 |
Common stock issued for service | 109,000 | 388,554 |
Depreciation of fixed assets | 3,223 | 168,992 |
Amortization of intangible assets | 29,868 | 226,122 |
Amortization of debt discounts | 732,395 | 685,074 |
Amortization of loan costs | 31,250 | |
Impairment of goodwill | 748,997 | |
Loss on settlement of debt | 977,188 | |
Lease expense | 37,626 | 46,942 |
Write down of inventory | 514,912 | |
Bad debt expense | 405 | |
Credit loss expense | 3,240 | |
Gain on revaluation of fair value of derivative and warrant liabilities | (1,339,791) | |
Changes in operating assets and liabilities: | ||
Accounts receivables | 657,222 | 458,589 |
Inventories | 2,817,489 | (4,514,191) |
Advances to related parties | (70,509) | |
Other current assets | (1,428,578) | 1,647,661 |
Right of use liability | (37,665) | (47,050) |
Other assets | (25,000) | |
Accounts payable and accruals | (1,854,111) | 1,884,131 |
Deferred income | (51,359) | |
Other current liabilities | (283,768) | |
Net Cash (Used in) Operating Activities | (3,112,126) | (4,095,243) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash paid for acquisition | (398,482) | |
Purchases of fixed assets | (132,551) | (150,855) |
Net Cash (Used in) Investing Activities | (132,551) | (549,337) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock offering | 1,854,086 | |
Proceeds from sale of prefunded warrants | 4,578,293 | |
Proceeds from common stock warrants exercised | 17,004 | 250,000 |
Proceeds from working capital line of credit | 2,405,034 | 10,653,760 |
Proceeds from short-term loan | 500,000 | |
Proceeds from convertible debt | 1,140,000 | 4,762,855 |
Repayments of working capital line of credit | (4,182,971) | (11,159,659) |
Repayments of short-term loan | (436,154) | |
Principal payments of Convertible Debt | (2,007,435) | |
Repayments of related party notes payable | (124,161) | (197,000) |
Principal payments of convertible debt | (552,222) | |
Purchase of treasury stock | (76,323) | |
Payment of loan costs | (25,000) | |
Net Cash Provided by Financing Activities | 3,667,373 | 3,732,734 |
Effect of Exchange Rate Changes on Cash | 56,875 | (5,484) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 479,571 | (917,330) |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 9,262 | 1,155,513 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 488,833 | 238,183 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 743,301 | 210,495 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||
Operating lease assets recognized in exchange for operating lease liabilities | 185,135 | |
Warrants issued for convertible debt | 956,301 | |
Common stock issued for asset acquisition | 359,250 | |
Common stock issued for partial settlement of note payable | 3,053,088 | 447,777 |
Derivative liability recognized on issuance of convertible note | 383,672 | |
Warrant liability recognized on issuance of convertible note | $ 453,746 |
Company Overview
Company Overview | 9 Months Ended |
Sep. 30, 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 8,355 359,250 On June 9, 2023, the Company amended its Certificate of Incorporation to affect a one-for-twenty reverse stock split |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 September 30, 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. 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. Allowances for credit losses, sales returns, discounts and refunds of $ 3,239 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 nine months ended September 30, 2023, the Company recorded no 743,218 The Company’s inventory as of September 30, 2023 and December 31, 2022 consists of: Schedule of Inventory September 30, 2023 December 31, 2022 Inventory purchased for resale $ 1,707,713 $ 3,052,518 Feeds and eggs processed 105,955 156,984 In-transit inventory 176,995 1,598,650 Inventory, net $ 1,990,663 $ 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 September 30, 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 September 30, 2023. Schedule of Lease-Related Assets and Liabilities September 30, 2023 Assets Operating lease assets $ 159,915 Liabilities Current Operating lease liabilities $ 50,769 Noncurrent Operating lease liabilities $ 108,526 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Lease Nine Months Ended September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 37,626 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 September 30, 2023 Weighted-average remaining lease term Operating leases 3.10 Weighted-average discount rate Operating leases 6.8 % Maturities of lease liabilities as of September 30, 2023 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2023 (three months remaining) 16,250 2024 59,001 2025 43,941 2026 43,941 2027 10,985 Total lease payments 174,118 Less: amount of lease payments representing interest (14,823 ) Present value of future minimum lease payments $ 159,295 Less: current obligations under leases $ (50,769 ) Non-current obligations $ 108,526 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. Fair Value Measurements and Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. We believe the carrying values of our cash, accounts receivable, accounts payable, and accrued expenses financial instruments approximate their fair values because they are short term in nature or payable on demand. The derivative liability is the embedded conversion feature on the 2023 Lind convertible note. All derivatives and warrant liabilities are recorded at fair value. The change in fair value for derivatives and warrants liabilities is recognized in earnings. The Company’s derivative and warrant liabilities are measured at fair value on a recurring basis as of September 30, 2023. Schedule of Derivative and Warrant Liabilities Measeured at Fair Value Fair Value Level 1 Level 2 Level 3 September 30, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,481,807 $ - $ - $ 1,481,807 Warrant liability 2,103,122 - - 2,103,122 Total $ 3,584,929 $ - $ - $ 3,584,929 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the nine months ended September 30, 2023: Derivative liability balance, January 1, 2023 - Issuance of derivative liability during the period 264,688 Change in derivative liability during the period 165,714 Derivative liability balance, June 30, 2023 $ 430,402 Issuance of derivative liability during the period 118,984 Change in derivative liability during the period 932,421 Derivative liability balance, September 30, 2023 $ 1,481,807 Warrant liability balance, January 1, 2023 - Issuance of warrant liability during the period 381,538 Change in warrant liability during the period (265,291 ) Warrant liability balance, June 30, 2023 $ 116,247 Issuance of warrant liability during the period 4,650,502 Settlement of warrant liability (490,992 ) Change in warrant liability during the period (2,172,635 ) Warrant liability balance, September 30, 2023 $ 2,103,122 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 its trade receivables and determined no material impact of the adoption of the ASU on the Company’s consolidated financial statements. Reverse Stock Split On March 29, 2023, the Company’s board of directors approved, and on May 10, 2023, at a special meeting of the stockholders, holders of approximately 87.08 1-for-2 and not more than 1-for-50 On June 1, 2023, the Board determined to effectuate the Reverse Stock Split and on June 9, 2023, the Company amended its Certificate of Incorporation to effect the Reverse Stock Split, effective as of June 21, 2023. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2023, the Company incurred a net loss of $ 3,848,950 33,188,070 1,254,840 768,839 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 4. Other Current Assets Other current assets totaled $ 2,102,377 671,933 1,471,492 |
Fixed Assets, Net
Fixed Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Note 5. Fixed Assets, Net Fixed assets comprised the following: Schedule of Fixed Assets September 30, 2023 December 31, 2022 Computer equipment $ 47,909 $ 97,624 RAS system 129,677 2,089,909 Automobiles - 122,715 Leasehold improvements 17,904 89,055 Building Improvements 109,594 0 Total 305,084 2,399,303 Less: Accumulated depreciation and impairment (37,523 ) (2,278,903 ) Fixed assets, net $ 267,561 $ 120,400 For the nine months ended September 30, 2023 and 2022, depreciation expense totaled approximately $ 3,200 168,900 |
Debt
Debt | 9 Months Ended |
Sep. 30, 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 paid 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. The line of credit was secured by a first priority security interest on all the assets of each Borrower. Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty of up to $ 1,000,000 The 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 nine months ended September 30, 2023, cash proceeds from the working capital line of credit totaled $ 2,405,034 4,182,971 On June 16, 2023, the Company terminated the Loan Agreement and paid a total of approximately $ 108,400 93,400 9,900 4,900 John Keeler Promissory Notes The Company had unsecured promissory notes outstanding to John Keeler of approximately $ 768,800 39,930 41,700 6 124,161 Walter Lubkin Jr. Note 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 August 4, 2023, $ 7,030 As of September 30, 2023, $ 3,573 Interest expense for the note totaled approximately $ 10,600 13,500 As of September 30, 2023 and December 31, 2022, the outstanding principal balance on the note totaled $ 350,000 Lind Global Fund II LP notes 2022 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 (the “2022 Lind Note) and a five -year warrant to purchase 1,000,000 shares of common stock at an exercise price of $ 4.50 per share, subject to customary adjustments ( 50,000 shares of common stock at an exercise price of $ 90 per share after taking into account the Company’s Reverse Stock Split). The warrant provides for cashless exercise and for full ratchet anti-dilution if the Company issues securities at less than $ 4.50 per share (exercise price of $ 90 per share after taking into account the Company’s Reverse Stock Split). In connection with the issuance of the 2022 Lind Note and the warrant, the Company paid a $ 150,000 commitment fee to Lind and $ 87,144 of debt issuance costs. The Company recorded a total of $ 2,022,397 debt discount at issuance of the debt, including original issuance discount of $ 750,000 , commitment fee of $ 150,000 , $ 87,144 debt issuance cost, and $ 1,035,253 related to the fair value of warrants issued. Amortization expense recorded in interest expense totaled $ 643,778 and $ 685,074 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the unamortized discount on the 2022 Lind Note was $ 0 643,778 The outstanding principal under the 2022 Lind Note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $ 333,333 In connection with the issuance of the 2022 Lind Note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge of its shares in Keeler & Co., pursuant to a security agreement and a stock pledge agreement with Lind, dated January 24, 2022 (the “2022 Security Agreement). Each subsidiary of the Company also granted a second priority security interest in all of its respective assets. The 2022 Lind 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. 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 2022 Lind Note is convertible into common stock at $ 5.00 100 4.99 Upon a change of control of the Company, as defined in the 2022 Lind Note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the 2022 Lind 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 2022 Lind Note at a price per share equal to the lesser of the Repayment Share Price or the conversion price. The 2022 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers Upon an event of default as described in the 2022 Lind Note, the 2022 Lind Note will become immediately due and payable at a default interest rate of 125 80 During the nine months ended September 30, 2023, the Company made aggregate principal payments on the 2022 Lind Note of $ 2,075,900 1,379,212 3,439,557 643,778 2,573,142 2023 Note On May 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 1,200,000 435,035 five years 2.45 50,000 In connection with the issuance of the 2022 Lind Note, the Company and Lind amended the 2022 Security Agreement to include the new 2023 Lind Note, pursuant to an amended and restated security agreement, dated May 30, 2023, between the Company and Lind. The Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable pursuant to the 2023 Lind Note and Lind Warrant. If the registration statement is not declared effective within 90 days the 2023 Lind Note will be in default. Lind was also granted piggyback registration rights. If the Company engages in capital raising transactions, Lind has the right to purchase up to 20 The 2023 Lind Note is convertible into common stock of the Company after the earlier of 90 days from issuance or the date the registration statement is effective, provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99 2.40 90 19.9 2.14 0.26 2.40 0.20 4.46 5.03 150.46% two The 2023 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Upon the occurrence of an event of default as described in the 2023 Lind Note, the 2023 Lind Note will become immediately due and payable at a default interest rate of 120 The Warrant entitles the Investor to purchase up to 435,035 2.45 On July 27, 2023, the Company, entered into a First Amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) with Lind, which provided for the issuance of further senior convertible promissory notes up to an aggregate principal amount of up to $ 1,800,000 Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of $ 300,000 175,234 1.34 250,000 12,500 As of September 30, 2023, the outstanding balance on the notes was $ 1,500,000 1,108,800 Agile Lending, LLC loan On June 14, 2023, the Company, and Keeler & Co. (each a “Borrower”) entered into a subordinated business loan and security agreement with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company in the amount of $ 525,000 231,000 29,077 25,000 525,000 436,154 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7. Stockholders’ Equity On January 24, 2022, the Company issued 6,250 250,000 On February 3, 2022, the Company issued 8,355 359,250 On March 31, 2022, the Company issued 769 30,000 On March 31, 2022, the Company issued 250 9,750 On April 4, 2022, the Company issued 478 20,000 5,000 On April 5, 2022, the Company issued an aggregate of 1,240 156,341 On May 1, 2022, the Company issued 196 6,000 On June 1, 2022, the Company issued 222 6,000 On June 3, 2022, the Company issued 500 13,800 On June 30, 2022, the Company issued 1,209 30,000 On July 1, 2022, the Company issued 4,839 6,000 On August 1, 2022, the Company issued 4,615 6,000 On August 25, 2022, the Company issued 222,222 271,111 On September 1, 2022, the Company issued 5,217 6,000 On September 26, 2022, the Company issued 222,222 176,666 During the nine months ended September 30, 2023, the Company issued an aggregate of 34,277 In January 2023, the Company sold an aggregate of 23,705 182,982 7,564 76,323 On February 14, 2023, the Company issued 410,000 40,000 1,692,000 On August 22, 2023, the Company issued 200,000 157,980 50,000 On September 11, 2023, the Company sold an aggregate of 690,000 321,195 1,700,410 During the nine months ended September 30, 2023, between May 2023, June 2023 and August 2023, the Company issued an aggregate of 91,612 200,000 62,500 141,250 During the nine months ended September 30, 2023, the Company issued an aggregate of 1,379,212 3,053,089 2,075,900 977,188 |
Options
Options | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Options | Note 8. Options The following table represents option activity for the nine months ended September 30, 2023: Schedule of Option Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 223,076 $ 40.05 5.25 Exercisable – December 31, 2022 206,082 $ 40.05 5.28 $ - Granted 43,200 $ - Forfeited - $ - Vested 215,969 Outstanding – September 30, 2023 266,276 $ 38.74 4.52 Exercisable – September 30, 2023 215,969 $ 38.74 4.52 $ - For the nine months ended September 30, 2023, the Company recognized $ 54,718 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | Note 9. Warrants The following table represents warrant activity for the nine months ended September 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 120,675 $ 62.11 1.32 Exercisable – December 31, 2022 120,675 $ 62.11 1.32 $ - Granted 10,701,408 $ - Exercised (1,740,410 ) $ - Forfeited or Expired - $ - Outstanding – September 30, 2023 9,081,673 $ 1.39 1.23 Exercisable – September 30, 2023 9,081,673 $ 1.39 1.23 $ - 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 50,000 90 On May 30, 2023, in connection with the issuance of the $ 1,200,000 pursuant to a securities purchase agreement, the Company issued Lind a five exercisable six months from the date of issuance 435,035 2.45 435,035 381,538 2,726 2.14 0.26 2.45 3.81% 4.60% 46.01% five years 381,538 On July 27, 2023, in connection with the issuance of the $ 300,000 pursuant to the Purchase Agreement Amendment, the Company issued Lind a five exercisable six months from the date of issuance 175,234 shares of common stock at an exercise price of $ 1.34 72,208 3,243 1.07 0.26 1.34 4.24% 4.60% 45.51% five years 72,208 and classified as a liability. On September 11, 2023, in connection with the 0.4555 immediately exercisable to purchase up to 10,051,139 shares of common stock at an exercise price of $ 0.01 per share for gross proceeds of $ 4,578,294 . Under the Black-Scholes pricing model, the fair value of the warrants issued to purchase 10,051,139 shares of common stock was estimated at $ 4,619,851 on the date of issuance of the warrant and $ 2,094,054 as of September 30, 2023 using the following assumptions: stock price of $ 0.469 and $ 0.26 ; exercise price of $0.01; warrant term; volatility rate of 149.06% and 145.79 %; and risk-free interest rate of 5.40% and 5.46 % from the US Department of Treasury. For the nine months ended September 30, 2023, the Company issued an aggregate of 1,700,410 shares of common stock On September 11, 2023, in connection with the five 10,741,139 upon stockholder approval 0.4655 On September 11, 2023, in connection with the eighteen -month Series A-2 warrants to purchase up to 10,741,139 shares of common stock which warrants are exercisable upon stockholder approval 0.4655 per share. Since the exercise of these warrants is contingent upon stockholder approval, which stockholder approval has not been obtained, such warrants were not considered as outstanding as of September 30, 2023. During the nine months ended September 30, 2023, the Company issued 40,000 3.98 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 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 52,200 Coastal Pride leases approximately 1,100 1,255 750 12,045 On February 3, 2022, in connection with the acquisition of certain assets of Gault, Coastal Pride entered into a one 9,050 1,000 1,500 15,000 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 23,310 21,330 Rental and equipment lease expenses amounted to approximately $ 130,910 122,100 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On October 1, 2023 and November 1, 2023, the Company issued 42,308 87,302 On October 1, 2023, the leases for 1,100 square feet at a monthly rent of $ 1,255 for Coastal Pride’s office were terminated and Coastal Pride entered into a one -year office lease for 1,100 1,000 per month. Such lease will expire on September 30, 2024. As of November 3, 2023, the Company issued 8,350,729 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 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. |
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. Allowances for credit losses, sales returns, discounts and refunds of $ 3,239 |
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 nine months ended September 30, 2023, the Company recorded no 743,218 The Company’s inventory as of September 30, 2023 and December 31, 2022 consists of: Schedule of Inventory September 30, 2023 December 31, 2022 Inventory purchased for resale $ 1,707,713 $ 3,052,518 Feeds and eggs processed 105,955 156,984 In-transit inventory 176,995 1,598,650 Inventory, net $ 1,990,663 $ 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 September 30, 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 September 30, 2023. Schedule of Lease-Related Assets and Liabilities September 30, 2023 Assets Operating lease assets $ 159,915 Liabilities Current Operating lease liabilities $ 50,769 Noncurrent Operating lease liabilities $ 108,526 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Lease Nine Months Ended September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 37,626 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 September 30, 2023 Weighted-average remaining lease term Operating leases 3.10 Weighted-average discount rate Operating leases 6.8 % Maturities of lease liabilities as of September 30, 2023 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2023 (three months remaining) 16,250 2024 59,001 2025 43,941 2026 43,941 2027 10,985 Total lease payments 174,118 Less: amount of lease payments representing interest (14,823 ) Present value of future minimum lease payments $ 159,295 Less: current obligations under leases $ (50,769 ) Non-current obligations $ 108,526 |
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. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. We believe the carrying values of our cash, accounts receivable, accounts payable, and accrued expenses financial instruments approximate their fair values because they are short term in nature or payable on demand. The derivative liability is the embedded conversion feature on the 2023 Lind convertible note. All derivatives and warrant liabilities are recorded at fair value. The change in fair value for derivatives and warrants liabilities is recognized in earnings. The Company’s derivative and warrant liabilities are measured at fair value on a recurring basis as of September 30, 2023. Schedule of Derivative and Warrant Liabilities Measeured at Fair Value Fair Value Level 1 Level 2 Level 3 September 30, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,481,807 $ - $ - $ 1,481,807 Warrant liability 2,103,122 - - 2,103,122 Total $ 3,584,929 $ - $ - $ 3,584,929 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the nine months ended September 30, 2023: Derivative liability balance, January 1, 2023 - Issuance of derivative liability during the period 264,688 Change in derivative liability during the period 165,714 Derivative liability balance, June 30, 2023 $ 430,402 Issuance of derivative liability during the period 118,984 Change in derivative liability during the period 932,421 Derivative liability balance, September 30, 2023 $ 1,481,807 Warrant liability balance, January 1, 2023 - Issuance of warrant liability during the period 381,538 Change in warrant liability during the period (265,291 ) Warrant liability balance, June 30, 2023 $ 116,247 Issuance of warrant liability during the period 4,650,502 Settlement of warrant liability (490,992 ) Change in warrant liability during the period (2,172,635 ) Warrant liability balance, September 30, 2023 $ 2,103,122 |
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 its trade receivables and determined no material impact of the adoption of the ASU on the Company’s consolidated financial statements. |
Reverse Stock Split | Reverse Stock Split On March 29, 2023, the Company’s board of directors approved, and on May 10, 2023, at a special meeting of the stockholders, holders of approximately 87.08 1-for-2 and not more than 1-for-50 On June 1, 2023, the Board determined to effectuate the Reverse Stock Split and on June 9, 2023, the Company amended its Certificate of Incorporation to effect the Reverse Stock Split, effective as of June 21, 2023. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | The Company’s inventory as of September 30, 2023 and December 31, 2022 consists of: Schedule of Inventory September 30, 2023 December 31, 2022 Inventory purchased for resale $ 1,707,713 $ 3,052,518 Feeds and eggs processed 105,955 156,984 In-transit inventory 176,995 1,598,650 Inventory, net $ 1,990,663 $ 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 September 30, 2023. Schedule of Lease-Related Assets and Liabilities September 30, 2023 Assets Operating lease assets $ 159,915 Liabilities Current Operating lease liabilities $ 50,769 Noncurrent Operating lease liabilities $ 108,526 |
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 Nine Months Ended September 30, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 37,626 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 September 30, 2023 Weighted-average remaining lease term Operating leases 3.10 Weighted-average discount rate Operating leases 6.8 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2023 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2023 (three months remaining) 16,250 2024 59,001 2025 43,941 2026 43,941 2027 10,985 Total lease payments 174,118 Less: amount of lease payments representing interest (14,823 ) Present value of future minimum lease payments $ 159,295 Less: current obligations under leases $ (50,769 ) Non-current obligations $ 108,526 |
Schedule of Derivative and Warrant Liabilities Measeured at Fair Value | Schedule of Derivative and Warrant Liabilities Measeured at Fair Value Fair Value Level 1 Level 2 Level 3 September 30, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,481,807 $ - $ - $ 1,481,807 Warrant liability 2,103,122 - - 2,103,122 Total $ 3,584,929 $ - $ - $ 3,584,929 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the nine months ended September 30, 2023: Derivative liability balance, January 1, 2023 - Issuance of derivative liability during the period 264,688 Change in derivative liability during the period 165,714 Derivative liability balance, June 30, 2023 $ 430,402 Issuance of derivative liability during the period 118,984 Change in derivative liability during the period 932,421 Derivative liability balance, September 30, 2023 $ 1,481,807 Warrant liability balance, January 1, 2023 - Issuance of warrant liability during the period 381,538 Change in warrant liability during the period (265,291 ) Warrant liability balance, June 30, 2023 $ 116,247 Issuance of warrant liability during the period 4,650,502 Settlement of warrant liability (490,992 ) Change in warrant liability during the period (2,172,635 ) Warrant liability balance, September 30, 2023 $ 2,103,122 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets comprised the following: Schedule of Fixed Assets September 30, 2023 December 31, 2022 Computer equipment $ 47,909 $ 97,624 RAS system 129,677 2,089,909 Automobiles - 122,715 Leasehold improvements 17,904 89,055 Building Improvements 109,594 0 Total 305,084 2,399,303 Less: Accumulated depreciation and impairment (37,523 ) (2,278,903 ) Fixed assets, net $ 267,561 $ 120,400 |
Options (Tables)
Options (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table represents option activity for the nine months ended September 30, 2023: Schedule of Option Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 223,076 $ 40.05 5.25 Exercisable – December 31, 2022 206,082 $ 40.05 5.28 $ - Granted 43,200 $ - Forfeited - $ - Vested 215,969 Outstanding – September 30, 2023 266,276 $ 38.74 4.52 Exercisable – September 30, 2023 215,969 $ 38.74 4.52 $ - |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Schedule of Warrant Activity | The following table represents warrant activity for the nine months ended September 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 120,675 $ 62.11 1.32 Exercisable – December 31, 2022 120,675 $ 62.11 1.32 $ - Granted 10,701,408 $ - Exercised (1,740,410 ) $ - Forfeited or Expired - $ - Outstanding – September 30, 2023 9,081,673 $ 1.39 1.23 Exercisable – September 30, 2023 9,081,673 $ 1.39 1.23 $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jun. 21, 2023 | Feb. 03, 2022 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments to acquire businesses net of cash acquired | $ 398,482 | ||||
Number of shares issued | 23,705 | ||||
Reverse stock split | one-for-twenty reverse stock split | ||||
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 | 8,355 | ||||
Common stock fair value | $ 359,250 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Inventory purchased for resale | $ 1,707,713 | $ 3,052,518 |
Feeds and eggs processed | 105,955 | 156,984 |
In-transit inventory | 176,995 | 1,598,650 |
Inventory, net | $ 1,990,663 | $ 4,808,152 |
Schedule of Lease-Related Asset
Schedule of Lease-Related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 159,915 | $ 197,540 |
Operating lease liabilities - Current | 50,769 | 57,329 |
Operating lease liabilities - Noncurrent | $ 108,526 | $ 139,631 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Lease (Details) - USD ($) | 9 Months Ended | |
Feb. 03, 2023 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,500 | $ 37,626 |
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) | Sep. 30, 2023 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 3 years 1 month 6 days |
Weighted-average discount rate, Operating leases | 6.80% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
2023 (three months remaining) | $ 16,250 | |
2024 | 59,001 | |
2025 | 43,941 | |
2026 | 43,941 | |
2027 | 10,985 | |
Total lease payments | 174,118 | |
Less: amount of lease payments representing interest | (14,823) | |
Present value of future minimum lease payments | 159,295 | |
Less: current obligations under leases | (50,769) | $ (57,329) |
Non-current obligations | $ 108,526 | $ 139,631 |
Schedule of Derivative and Warr
Schedule of Derivative and Warrant Liabilities Measeured at Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | $ 1,481,807 | $ 430,402 |
Warrant liability | 2,103,122 | 116,247 |
Total | 3,584,929 | |
Derivative liability beginning balance | 430,402 | |
Issuance of derivative liability during the period | 118,984 | 264,688 |
Change in derivative liability during the period | 932,421 | 165,714 |
Derivative liability ending balance | 1,481,807 | 430,402 |
Warrant liability beginning balance | 116,247 | |
Issuance of warrant liability during the period | 4,650,502 | 381,538 |
Change in warrant liability during the period | (2,172,635) | (265,291) |
Issuance of warrant liability during the period | (490,992) | |
Warrant liability ending balance | 2,103,122 | $ 116,247 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | ||
Warrant liability | ||
Total | ||
Derivative liability ending balance | ||
Warrant liability ending balance | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | ||
Warrant liability | ||
Total | ||
Derivative liability ending balance | ||
Warrant liability ending balance | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | 1,481,807 | |
Warrant liability | 2,103,122 | |
Total | 3,584,929 | |
Derivative liability ending balance | 1,481,807 | |
Warrant liability ending balance | $ 2,103,122 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 21, 2023 | May 10, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Cost of revenue | $ 1,586,478 | $ 3,973,656 | $ 4,775,102 | $ 11,431,331 | |||
Credit loss expense | 3,239 | ||||||
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 | |||||
Stock split ratio | one-for-twenty reverse stock split | ||||||
Board of Directors Chairman [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Voting rights | 87.08 | ||||||
Stock split ratio | 1-for-2 and not more than 1-for-50 | ||||||
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 | ||||||
Related Party [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Due from related party for future shipments | $ 1,300,000 | 1,300,000 | $ 1,300,000 | ||||
Bacolod Blue Star Export Corp [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Cost of revenue | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net loss | $ 445,813 | $ 1,451,735 | $ 1,951,402 | $ 3,738,089 | $ 1,437,213 | $ 1,053,866 | $ 3,848,950 | $ 6,229,168 | |
Accumulated deficit | 33,188,070 | 33,188,070 | $ 29,339,120 | ||||||
Working capital deficit | 1,254,840 | 1,254,840 | |||||||
Stockholder debt | $ 768,839 | $ 768,839 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other current assets | $ 2,102,377 | $ 671,933 |
Prepaid inventory | $ 1,471,492 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 305,084 | $ 2,399,303 |
Less: Accumulated depreciation and impairment | (37,523) | (2,278,903) |
Fixed assets, net | 267,561 | 120,400 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 47,909 | 97,624 |
RAS System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 129,677 | 2,089,909 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 122,715 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 17,904 | 89,055 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 109,594 | $ 0 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,200 | $ 168,900 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 15, 2023 USD ($) | Aug. 04, 2023 USD ($) | Jul. 27, 2023 USD ($) $ / shares shares | Jun. 23, 2023 USD ($) | Jun. 16, 2023 USD ($) | Jun. 14, 2023 USD ($) | Jan. 24, 2022 USD ($) $ / shares shares | Nov. 26, 2019 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares Integer | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares Integer shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 11, 2023 shares | May 30, 2023 USD ($) $ / shares shares | Apr. 22, 2022 $ / shares | |
Short-Term Debt [Line Items] | |||||||||||||||||
Interest expenses | $ 799,690 | $ 336,378 | $ 1,470,143 | $ 893,146 | |||||||||||||
Debt instrument conversion price | $ / shares | $ 2.40 | ||||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 150.46 | 150.46 | |||||||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | Integer | 2 | 2 | |||||||||||||||
Maximum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.26 | 0.26 | |||||||||||||||
Maximum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.20 | 0.20 | |||||||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 5.03 | 5.03 | |||||||||||||||
Minimum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 2.14 | 2.14 | |||||||||||||||
Minimum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 2.40 | 2.40 | |||||||||||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 4.46 | 4.46 | |||||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 1,108,800 | $ 1,108,800 | |||||||||||||||
Debt instrument carrying value | 1,500,000 | 1,500,000 | |||||||||||||||
Debt instrument conversion price | $ / shares | $ 90 | ||||||||||||||||
Ownership percentage | 19.90% | ||||||||||||||||
Agile Lending LLC Loan [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Outstanding accrued interest | 436,154 | ||||||||||||||||
Proceeds from other debt | $ 525,000 | ||||||||||||||||
Debt instrument, issued, principal | 231,000 | ||||||||||||||||
Payments to employees | $ 29,077 | ||||||||||||||||
Administrative fees expense | $ 25,000 | ||||||||||||||||
6% Demand Promissory Notes [Member] | John Keeler [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 768,800 | 768,800 | |||||||||||||||
Interest expenses | $ 39,930 | 41,700 | |||||||||||||||
Debt instrument rate stated percentage | 6% | 6% | |||||||||||||||
Repayments of unsecured debt | $ 124,161 | ||||||||||||||||
Five Year Unsecured Promissory Note [Member] | Walter F. Lubkin, Jr. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Outstanding accrued interest | $ 7,030 | $ 38,799 | |||||||||||||||
Debt instrument face amount | $ 500,000 | ||||||||||||||||
Debt instrument rate stated percentage | 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. | ||||||||||||||||
Monthly payment | 104,640 | ||||||||||||||||
Accrued interest | $ 3,573 | 3,573 | |||||||||||||||
Interest expenses | 10,600 | 13,500 | |||||||||||||||
Walter F. Lubkin, Jr. [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument carrying value | 350,000 | 350,000 | 350,000 | ||||||||||||||
Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Line of credit working capital | 2,405,034 | ||||||||||||||||
Line of credit borrowing capacity | 4,182,971 | 4,182,971 | |||||||||||||||
Terminated Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Payment of debt total | $ 108,400 | ||||||||||||||||
Debt outstanding | 93,400 | ||||||||||||||||
Outstanding accrued interest | 9,900 | ||||||||||||||||
Payment for other fees | $ 4,900 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants to purchase common stock | shares | 1,700,410 | ||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt outstanding | 2,075,900 | 3,439,557 | |||||||||||||||
Debt instrument face amount | $ 5,750,000 | $ 1,200,000 | |||||||||||||||
Debt instrument rate stated percentage | 125% | 120% | |||||||||||||||
Monthly payment | $ 333,333 | ||||||||||||||||
Interest expenses | 643,778 | $ 685,074 | |||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | |||||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | 435,035 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | $ 2.45 | |||||||||||||||
Conversion of Stock, Shares Converted | shares | 50,000 | ||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ / shares | $ 90 | ||||||||||||||||
Debt Instrument, Fee Amount | $ 150,000 | $ 50,000 | |||||||||||||||
Debt Issuance Costs, Net | 87,144 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 2,022,397 | $ 0 | $ 0 | 643,778 | |||||||||||||
Payments of Debt Issuance Costs | 750,000 | ||||||||||||||||
[custom:WarrantsIssuanceCost] | $ 1,035,253 | ||||||||||||||||
Repayment description | The outstanding principal under the 2022 Lind 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”) (floor price of $30 per share | ||||||||||||||||
Debt weighted average interest rate | 80% | ||||||||||||||||
Debt instrument conversion price | $ / shares | $ 5 | ||||||||||||||||
Ownership percentage | 4.99% | 4.99% | |||||||||||||||
Debt description | Upon a change of control of the Company, as defined in the 2022 Lind Note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the 2022 Lind 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 2022 Lind Note at a price per share equal to the lesser of the Repayment Share Price or the conversion price. The 2022 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers | ||||||||||||||||
Debt instrument conversion of shares | shares | 1,379,212 | ||||||||||||||||
Debt discount net | $ 643,778 | ||||||||||||||||
Extinguishment of debt, amount | $ 2,573,142 | ||||||||||||||||
Exercise price | $ / shares | $ 2.45 | ||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | |||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument rate stated percentage | 10% | 20% | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | ||||||||||||||||
Debt instrument conversion price | $ / shares | $ 100 | ||||||||||||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 300,000 | ||||||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||||||
Warrants to purchase common stock | shares | 175,234 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.34 | ||||||||||||||||
Debt Instrument, Fee Amount | $ 12,500 | ||||||||||||||||
Exercise price | $ / shares | $ 1.34 | ||||||||||||||||
Proceeds from common stock warrants exercised | $ 250,000 | ||||||||||||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Senior Convertible Promissory Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 1,800,000 | ||||||||||||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | |||||||||||||||
Keeler and Co [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Long term line of credit | $ 5,000,000 | ||||||||||||||||
Line of credit facility, 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 paid 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. | ||||||||||||||||
Line of credit guaranty | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Maximum borrowing capacity | $ 50,000 | $ 50,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||
Sep. 11, 2023 | Aug. 22, 2023 | Feb. 14, 2023 | Sep. 26, 2022 | Sep. 01, 2022 | Aug. 25, 2022 | Aug. 01, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | Jun. 03, 2022 | Jun. 01, 2022 | May 01, 2022 | Apr. 05, 2022 | Apr. 04, 2022 | Mar. 31, 2022 | Feb. 03, 2022 | Jan. 24, 2022 | Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 68,000 | $ 18,000 | $ 23,000 | $ 57,221 | $ 257,362 | $ 73,971 | |||||||||||||||||||||
Stock compensation expense | $ 54,718 | ||||||||||||||||||||||||||
Stock issued for debt, value | 551,269 | 758,589 | 1,743,230 | $ 447,777 | |||||||||||||||||||||||
Stock issued | 23,705 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 182,982 | 17,004 | $ 250,000 | ||||||||||||||||||||||||
Stock Repurchased During Period, Value | 76,323 | ||||||||||||||||||||||||||
Stock issued, value | $ 281,389 | $ 200,000 | $ 1,880,692 | ||||||||||||||||||||||||
Due on convertible promissory note | 2,007,435 | ||||||||||||||||||||||||||
Intelligent Investment I LLC [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,209 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||
SRAX, Inc. [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 478 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 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 | 1,240 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 156,341 | ||||||||||||||||||||||||||
Clear Think Capital [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,217 | 4,615 | 4,839 | 222 | 196 | 34,277 | |||||||||||||||||||||
Stock issued during period, value, issued for services | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||||||||||||||||
Stock issued | 91,612 | ||||||||||||||||||||||||||
Stock issued, value | $ 200,000 | ||||||||||||||||||||||||||
Stock issued for commitment fees | 62,500 | ||||||||||||||||||||||||||
Stock issued for commitment fees, value | $ 141,250 | ||||||||||||||||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued for debt | 222,222 | 222,222 | |||||||||||||||||||||||||
Stock issued for debt, value | $ 176,666 | $ 271,111 | |||||||||||||||||||||||||
Stock issued | 1,379,212 | ||||||||||||||||||||||||||
Stock issued, value | $ 3,053,089 | ||||||||||||||||||||||||||
Due on convertible promissory note | 2,075,900 | ||||||||||||||||||||||||||
Loss on settlement of debt | $ 977,188 | ||||||||||||||||||||||||||
Aegis Capital Corp. [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued | 410,000 | ||||||||||||||||||||||||||
Warrant to purchase shares | 40,000 | 40,000 | 40,000 | ||||||||||||||||||||||||
Proceeds from public offering | $ 1,692,000 | ||||||||||||||||||||||||||
Gault Seafood [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 8,355 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 359,250 | ||||||||||||||||||||||||||
Intelligent Investments I, LLC [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 769 | ||||||||||||||||||||||||||
TraDigital Marketing Group [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 500 | 250 | |||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 13,800 | $ 9,750 | |||||||||||||||||||||||||
Mark Crone [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 200,000 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 157,980 | ||||||||||||||||||||||||||
Stock compensation expense | $ 50,000 | ||||||||||||||||||||||||||
Investor Relations Consulting Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 6,250 | ||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ 250,000 | ||||||||||||||||||||||||||
Sales Agreement [Member] | Roth Capital Patners LLC [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 7,564 | ||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ 76,323 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Stock issued | 690,000 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 321,195 | ||||||||||||||||||||||||||
Warrant to purchase shares | 1,700,410 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||
Warrant to purchase shares | 1,000,000 | 435,035 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of option, outstanding begining | 223,076 | |
Weighted average exercise price, outstanding beginning | $ 40.05 | |
Weighted average remaining contractual life in years, outstanding | 4 years 6 months 7 days | 5 years 3 months |
Number of option, exercisable | 206,082 | |
Weighted average exercise price, exercisable beginning | $ 40.05 | |
Weighted average remaining contractual life in years, exercisable | 4 years 6 months 7 days | 5 years 3 months 10 days |
Aggregate intrinsic value, exercisable beginning | ||
Number of Option, granted | 43,200 | |
Weighted average exercise price, granted | ||
Number of option, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of option, vested | 215,969 | |
Number of option, outstanding ending | 266,276 | 223,076 |
Weighted average exercise price, outstanding ending | $ 38.74 | $ 40.05 |
Number of option, exercisable ending | 215,969 | 206,082 |
Weighted average exercise price, outstanding ending | $ 38.74 | $ 40.05 |
Aggregate intrinsic value exercisable, ending |
Options (Details Narrative)
Options (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Share based compensation expense for vested stock option | $ 54,718 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Number of Shares, Warrants Outstanding Beginning | 120,675 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 62.11 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 3 months 25 days |
Number of Shares, Warrants Exercisable Beginning | 120,675 |
Weighted Average Exercise Price Exercisable Beginning | 62.11 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 1 year 3 months 25 days |
Aggregate Intrinsic Value Exercisable, Beginning | $ | |
Number of Shares, Warrants Granted | 10,701,408 |
Weighted Average Exercise Price Granted | |
Number of Shares, Warrants Exercised | (1,740,410) |
Weighted Average Exercise Price Exercised | |
Number of Shares, Warrants Forfeited or Expired | |
Weighted Average Exercise Price Forfeited or Expired | |
Number of Shares, Warrants Outstanding Ending | 9,081,673 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 1.39 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 1 year 2 months 23 days |
Number of Shares, Warrants Exercisable Ending | 9,081,673 |
Weighted Average Exercise Price Exercisable Ending | 1.39 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 1 year 2 months 23 days |
Aggregate Intrinsic Value Exercisable, Ending | $ |
Warrants (Details Narrative)
Warrants (Details Narrative) | 9 Months Ended | ||||||
Sep. 11, 2023 USD ($) $ / shares shares | Jan. 24, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) Integer $ / shares shares | Sep. 30, 2022 USD ($) | Jul. 27, 2023 USD ($) $ / shares shares | May 30, 2023 USD ($) $ / shares shares | Feb. 14, 2023 shares | |
Proceeds from Warrant Exercises | $ | $ 4,578,293 | ||||||
Series A-1 Warrants [Member] | |||||||
Expected term | 5 years | ||||||
Warrant to purchase shares | shares | 10,741,139 | ||||||
Exercise price | $ 0.4655 | ||||||
Series A-2 Warrants [Member] | |||||||
Expected term | 18 months | ||||||
Warrant to purchase shares | shares | 10,741,139 | ||||||
Exercise price | $ 0.4655 | ||||||
Lind Global Fund II LP [Member] | |||||||
Debt instrument, principal amount | $ | $ 1,108,800 | ||||||
Aegis Capital Corp. [Member] | |||||||
Warrant to purchase shares | shares | 40,000 | 40,000 | |||||
Exercise price | $ 3.98 | ||||||
Securities Purchase Agreement [Member] | |||||||
Warrant to purchase shares | shares | 1,700,410 | ||||||
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member] | |||||||
Warrant to purchase shares | shares | 10,051,139 | 1,700,410 | |||||
Exercise price | $ 0.01 | ||||||
Fair value of warrant issued | $ | $ 4,619,851 | $ 2,094,054 | |||||
Shares Issued, Price Per Share | $ 0.4555 | ||||||
[custom:ClassOfWarrantOrRightNumberOfSecuritiesExercisableCalledByWarrantsOrRights-0] | shares | 10,051,139 | ||||||
Proceeds from Warrant Exercises | $ | $ 4,578,294 | ||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | Pre Funded Warrants [Member] | |||||||
Stock price | $ 0.26 | ||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | Pre Funded Warrants [Member] | |||||||
Warrant measurement input | 149.06 | ||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pre Funded Warrants [Member] | |||||||
Warrant measurement input | 5.46 | ||||||
Securities Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Share Price [Member] | Pre Funded Warrants [Member] | |||||||
Stock price | $ 0.469 | ||||||
Securities Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | Pre Funded Warrants [Member] | |||||||
Warrant measurement input | 145.79 | ||||||
Securities Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pre Funded Warrants [Member] | |||||||
Warrant measurement input | 5.40 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||
Debt instrument, principal amount | $ | $ 5,750,000 | $ 1,200,000 | |||||
Expected term | 5 years | 5 years | |||||
Warrant to purchase shares | shares | 1,000,000 | 435,035 | |||||
Exercise price | $ 4.50 | $ 2.45 | |||||
Fair value of warrant issued | $ | $ 1,412,213 | $ 2,726 | $ 381,538 | ||||
Fair value of convertible notes | $ | $ 1,035,253 | ||||||
Exercise price of common stock | $ 90 | ||||||
Shares Issued, Price Per Share | $ 2.45 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Common Stock [Member] | |||||||
Warrant to purchase shares | shares | 50,000 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Share Price [Member] | |||||||
Stock price | $ 3.97 | $ 2.14 | |||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrant measurement input | 43.21 | 46.01 | |||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrant measurement input | 1.53 | 3.81 | |||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Exercise Price [Member] | |||||||
Warrant measurement input | Integer | 2.45 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Expected Term [Member] | |||||||
Expected term | 5 years | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | |||||||
Exercise price | $ 4.50 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | |||||||
Stock price | $ 0.26 | ||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrant measurement input | 4.60 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||
Debt instrument, principal amount | $ | $ 300,000 | ||||||
Expected term | 5 years | ||||||
Warrant to purchase shares | shares | 175,234 | ||||||
Exercise price | $ 1.34 | ||||||
Fair value of warrant issued | $ | $ 3,243 | $ 72,208 | |||||
Shares Issued, Price Per Share | $ 1.34 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Share Price [Member] | |||||||
Stock price | 1.07 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrant measurement input | 45.51 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrant measurement input | 4.24 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Exercise Price [Member] | |||||||
Warrant measurement input | Integer | 1.34 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Measurement Input, Expected Term [Member] | |||||||
Expected term | 5 years | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | |||||||
Stock price | $ 0.26 | ||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrant measurement input | 4.60 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 03, 2023 USD ($) | Feb. 03, 2022 USD ($) ft² | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2023 CAD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 1,500 | $ 37,626 | ||||||
Rental and equipment lease expenses | 130,910 | $ 122,100 | ||||||
Coastal Pride Seafood LLC [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 15,000 | |||||||
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 | $ 21,330 | $ 21,330 | ||||||
Taste of BC Aquafarms Inc [Member] | Steve and Janet Atkinson [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Rental and equipment lease expenses | $ 23,310 | |||||||
Lease Agreement [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 23,200 | 52,200 | ||||||
Coastal Pride Lease Agreement [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 12,045 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 9 Months Ended | |||||
Nov. 03, 2023 shares | Nov. 01, 2023 shares | Oct. 01, 2023 USD ($) ft² shares | Feb. 03, 2023 USD ($) | Jan. 31, 2023 shares | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | |
Subsequent Event [Line Items] | |||||||
Common stock issued for cash, shares | shares | 23,705 | ||||||
Payments for Rent | $ 130,910 | $ 122,100 | |||||
Operating Lease, Payments | $ 1,500 | $ 37,626 | |||||
Coastal Pride Seafood LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Square feet | ft² | 1,100 | ||||||
Operating Lease, Payments | $ 15,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for cash, shares | shares | 87,302 | 42,308 | |||||
Stock issued during period shares stock options exercised | shares | 8,350,729 | ||||||
Subsequent Event [Member] | Coastal Pride Seafood LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Square feet | ft² | 1,100 | ||||||
Payments for Rent | $ 1,255 | ||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||
Operating Lease, Payments | $ 1,000 | ||||||
Lease expiration date description | lease will expire on September 30, 2024. |