Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment no. 1 |
Entity Registrant Name | BLUE STAR FOODS CORP. |
Entity Central Index Key | 0001730773 |
Entity Tax Identification Number | 82-4270040 |
Entity Incorporation, State or Country Code | DE |
City Area Code | (305) |
Local Phone Number | 836-6858 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Contact Personnel Name | John Keeler |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 488,833 | $ 9,262 | $ 1,155,513 |
Accounts receivable, net of allowances and credit losses of $29,019 and $25,964 | 152,954 | 813,416 | 1,231,181 |
Inventory, net | 1,990,663 | 4,808,152 | 2,119,441 |
Other current assets | 2,102,377 | 671,933 | 3,702,661 |
Total Current Assets | 4,953,352 | 6,521,288 | 9,631,546 |
FIXED ASSETS, net | 267,561 | 120,400 | 1,904,403 |
RIGHT OF USE ASSET | 159,915 | 197,540 | 71,128 |
INTANGIBLE ASSETS, net | |||
Trademarks | 1,125,074 | ||
Customer relationships | 2,082,757 | ||
Non-compete agreements | 104,927 | ||
Total Intangible Assets | 3,312,758 | ||
GOODWILL | 445,395 | ||
OTHER ASSETS | 123,855 | 103,720 | 124,634 |
TOTAL ASSETS | 7,240,212 | 8,678,477 | 15,945,409 |
CURRENT LIABILITIES | |||
Accounts payable and accruals | 547,133 | 2,401,243 | 1,794,223 |
Working capital line of credit | 1,776,068 | 2,368,200 | |
Deferred income | 47,265 | 47,078 | 109,414 |
Current maturities of long-term debt, net of discounts | 3,439,557 | ||
Current maturities of lease liabilities | 50,769 | 57,329 | 30,583 |
Current maturities of related party long-term notes | 300,000 | 100,000 | 475,000 |
Loan payable | 118,376 | 29,413 | |
Related party notes payable - subordinated | 768,839 | 893,000 | 960,000 |
Derivative liability | 1,481,807 | ||
Warrants liability | 2,103,122 | ||
Other current liabilities | 790,881 | 790,881 | 1,054,649 |
Total Current Liabilities | 6,208,192 | 9,534,569 | 6,792,069 |
LONG-TERM LIABILITIES | |||
Lease liability, net of current portion | 108,526 | 139,631 | 40,109 |
Debt, net of current portion and discounts | 391,200 | 31,263 | |
Related party notes, net of current portion | 50,000 | 250,000 | 175,000 |
TOTAL LIABILITIES | 6,757,918 | 9,924,200 | 7,038,441 |
STOCKHOLDERS’ EQUITY | |||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of 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 | 2,480 |
Additional paid-in capital | 33,907,540 | 28,326,546 | 25,102,879 |
Accumulated other comprehensive loss | (161,450) | (235,853) | (54,240) |
Accumulated deficit | (33,188,070) | (29,339,120) | (16,144,151) |
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) | 8,906,968 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 7,240,212 | 8,678,477 | 15,945,409 |
Related Party [Member] | |||
CURRENT ASSETS | |||
Advances to related party | 218,525 | 218,525 | 1,422,750 |
RELATED PARTY LONG-TERM RECEIVABLE | 435,545 | 435,545 | 455,545 |
INTANGIBLE ASSETS, net | |||
ADVANCES TO RELATED PARTY | $ 1,299,984 | $ 1,299,984 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,970,011 | 26,766,425 | 24,671,318 |
Common stock, shares outstanding | 5,970,011 | 26,766,425 | 24,671,318 |
Allowance for doubtful accounts receivable current | $ 29,019 | $ 25,964 | |
Treasury stock common, shares | 7,564 | 0 | |
Revision of Prior Period, Adjustment [Member] | |||
Common stock, shares issued | 1,338,321 | ||
Common stock, shares outstanding | 1,338,321 | ||
Series A 8% Cumulative Convertible Preferred Stock [Member] | |||
Preferred stock dividend percentage | 8% | 8% | 8% |
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
REVENUE, NET | $ 1,561,679 | $ 2,429,195 | $ 5,115,680 | $ 10,712,363 | $ 12,767,145 | $ 9,973,264 |
COST OF REVENUE | 1,586,478 | 3,973,656 | 4,775,102 | 11,431,331 | 13,419,133 | 7,979,830 |
GROSS PROFIT (LOSS) | (24,799) | (1,544,461) | 340,578 | (718,968) | (651,988) | 1,993,434 |
COMMISSIONS | 423 | 2,674 | 2,169 | 24,051 | 24,482 | 42,332 |
SALARIES AND WAGES | 301,393 | 352,178 | 1,298,358 | 1,498,703 | 2,032,457 | 1,827,607 |
DEPRECIATION AND AMORTIZATION | 2,754 | 151,568 | 33,091 | 426,364 | 584,386 | 384,963 |
IMPAIRMENT LOSS | 748,997 | 748,997 | 5,797,906 | 374,300 | ||
OTHER OPERATING EXPENSES | 410,913 | 566,977 | 1,773,702 | 1,930,753 | 2,522,764 | 2,147,873 |
LOSS FROM OPERATIONS | (740,282) | (3,366,855) | (2,766,742) | (5,347,836) | (11,613,983) | (2,783,641) |
OTHER INCOME | (1,902) | 22,229 | 25,292 | 68,899 | 154,196 | 498,791 |
INTEREST INCOME | 16 | 40 | ||||
LOSS ON SETTLEMENT OF DEBT | (144,169) | (57,085) | (977,188) | (57,085) | ||
LOSS ON CONVERSION OF DEBT | (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) | (1,678,097) | (320,524) |
NET LOSS | (445,813) | (3,738,089) | (3,848,950) | (6,229,168) | (13,194,969) | (2,605,374) |
DIVIDEND ON PREFERRED STOCK | 28,260 | |||||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | (445,813) | (3,738,089) | (3,848,950) | (6,229,168) | (13,194,969) | (2,633,634) |
COMPREHENSIVE INCOME (LOSS): | ||||||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 25,573 | (51,124) | 74,403 | (52,910) | (181,613) | (54,240) |
COMPREHENSIVE LOSS | $ (420,240) | $ (3,789,213) | $ (3,774,547) | $ (6,282,078) | (181,613) | (54,240) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | $ (13,376,582) | $ (2,659,614) | ||||
Loss per common share: | ||||||
Net loss per common share basic | $ (0.13) | $ (2.97) | $ (1.54) | $ (4.98) | $ (0.52) | $ (0.12) |
Net loss per common share diluted | $ (0.13) | $ (2.97) | $ (1.54) | $ (4.98) | $ (0.52) | $ (0.12) |
Weighted average common shares outstanding basic | 3,437,050 | 1,258,484 | 2,503,628 | 1,251,103 | 25,158,555 | 21,708,576 |
Weighted average common shares outstanding diluted | 3,437,050 | 1,258,484 | 2,503,628 | 1,251,103 | 25,158,555 | 21,708,576 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member] | Retained Earnings [Member] Revision of Prior Period, Adjustment [Member] | Treasury Stock, Common [Member] | Treasury Stock, Common [Member] Revision of Prior Period, Adjustment [Member] | AOCI Attributable to Parent [Member] | AOCI Attributable to Parent [Member] Revision of Prior Period, Adjustment [Member] | Total | Revision of Prior Period, Adjustment [Member] |
Balance at Dec. 31, 2020 | $ 1,958 | $ 13,488,836 | $ (13,510,517) | $ (19,723) | ||||||||||
Balance, shares at Dec. 31, 2020 | 1,413 | 19,580,721 | ||||||||||||
Stock based compensation | 530,506 | 530,506 | ||||||||||||
Common stock issued to settle related party interest | $ 13 | 266,869 | 266,882 | |||||||||||
Common stock issued to settle related party interest, shares | 122,217 | |||||||||||||
Common stock issued for cash and exercise of warrants | $ 230 | 6,596,270 | 6,596,500 | |||||||||||
Common stock issued for cash, shares | 2,300,000 | |||||||||||||
Common stock issued for service | $ 37 | 644,183 | 644,220 | |||||||||||
Common stock issued for service, shares | 246,457 | |||||||||||||
Common stock issued for Taste of BC acquisition held in escrow | $ 34 | 689,880 | 689,914 | |||||||||||
Common stock issued for Taste of BC acquisition held in escrow, shares | 344,957 | |||||||||||||
Common stock issued for Taste of BC Acquisition | $ 99 | 1,975,384 | 1,975,483 | |||||||||||
Common stock issued for Taste of BC acquisition, shares | 987,741 | |||||||||||||
Series A preferred 8% dividend issued in common stock | $ 1 | 28,259 | (28,260) | |||||||||||
Series A preferred 8% dividend issued in common stock, shares | 11,975 | |||||||||||||
Preferred Stock conversion to Common Stock | $ 71 | (71) | ||||||||||||
Preferred stock conversion to Common stock, shares | (1,413) | 706,500 | ||||||||||||
Common stock issued from exercise of warrants | $ 37 | 882,763 | 882,800 | |||||||||||
Common stock issued from exercise of warrants, shares | 370,750 | |||||||||||||
Net Loss | (2,605,374) | (2,605,374) | ||||||||||||
Comprehensive loss | (54,240) | (54,240) | ||||||||||||
Balance at Dec. 31, 2021 | $ 2,480 | $ 123 | 25,102,879 | $ 25,105,236 | (16,144,151) | $ (16,144,151) | (54,240) | $ (54,240) | 8,906,968 | $ 8,906,968 | ||||
Balance, shares at Dec. 31, 2021 | 24,671,318 | 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 | |||||||||||||
Common stock issued from exercise of warrants | $ 1 | 249,999 | 250,000 | |||||||||||
Common stock issued from exercise of warrants, shares | 6,250 | |||||||||||||
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 | |||||||||||||
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 | $ 2,480 | $ 123 | 25,102,879 | 25,105,236 | (16,144,151) | (16,144,151) | (54,240) | (54,240) | 8,906,968 | 8,906,968 | ||||
Balance, shares at Dec. 31, 2021 | 24,671,318 | 1,233,566 | ||||||||||||
Net Loss | (6,229,168) | |||||||||||||
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, 2021 | $ 2,480 | $ 123 | 25,102,879 | 25,105,236 | (16,144,151) | (16,144,151) | (54,240) | (54,240) | 8,906,968 | 8,906,968 | ||||
Balance, shares at Dec. 31, 2021 | 24,671,318 | 1,233,566 | ||||||||||||
Stock based compensation | 187,385 | 187,385 | ||||||||||||
Common stock issued for service | $ 81 | 667,917 | 667,998 | |||||||||||
Common stock issued for service, shares | 695,776 | |||||||||||||
Common stock issued from exercise of warrants | $ 13 | 249,987 | 250,000 | |||||||||||
Common stock issued from exercise of warrants, shares | 125,000 | |||||||||||||
Net Loss | (13,194,969) | (13,194,969) | ||||||||||||
Warrants issued on convertible debt note | 1,035,253 | 1,035,253 | ||||||||||||
Common stock issued for asset acquisition | $ 17 | 359,233 | 359,250 | |||||||||||
Common stock issued for asset acquisition, shares | 167,093 | |||||||||||||
Common stock issued for note payment | $ 69 | 547,708 | 547,777 | |||||||||||
Common stock issued for note payment, shares | 666,666 | |||||||||||||
Common stock issued to settle related party notes payable and accrued interest | $ 44 | 176,184 | 176,228 | |||||||||||
Common stock issued to settle related party notes payable, shares | 440,572 | |||||||||||||
Cumulative translation adjustment | (181,613) | (181,613) | ||||||||||||
Balance at Dec. 31, 2022 | $ 2,704 | $ 134 | 28,326,546 | 28,329,116 | (29,339,120) | (29,339,120) | (235,853) | (235,853) | (1,245,723) | (1,245,723) | ||||
Balance, shares at Dec. 31, 2022 | 26,766,425 | 1,338,321 | ||||||||||||
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 | |||||||||||||
Net Loss | (3,738,089) | (3,738,089) | (3,738,089) | |||||||||||
Common stock issued for note payment | $ 2 | 447,775 | 447,777 | |||||||||||
Common stock issued for note payment, shares | 22,222 | |||||||||||||
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 | $ 2,704 | $ 134 | 28,326,546 | 28,329,116 | (29,339,120) | (29,339,120) | (235,853) | (235,853) | (1,245,723) | (1,245,723) | ||||
Balance, shares at Dec. 31, 2022 | 26,766,425 | 1,338,321 | ||||||||||||
Stock based compensation | 20,190 | 20,190 | ||||||||||||
Common stock issued for cash and exercise of warrants | $ 47 | 1,880,645 | 1,880,692 | |||||||||||
Common stock issued for cash, shares | 473,705 | |||||||||||||
Common stock issued for service | $ 1 | 22,999 | 23,000 | |||||||||||
Common stock issued for service, shares | 3,288 | |||||||||||||
Net Loss | (1,951,402) | (1,951,402) | ||||||||||||
Cumulative translation adjustment | 85,574 | 85,574 | ||||||||||||
Common stock issued for note payment | $ 37 | 1,743,193 | 1,743,230 | |||||||||||
Common stock issued for note payment, shares | 373,533 | |||||||||||||
Repurchase of common stock | (76,323) | (76,323) | ||||||||||||
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 | $ 2,704 | $ 134 | $ 28,326,546 | 28,329,116 | $ (29,339,120) | (29,339,120) | $ (235,853) | (235,853) | (1,245,723) | (1,245,723) | ||||
Balance, shares at Dec. 31, 2022 | 26,766,425 | 1,338,321 | ||||||||||||
Net Loss | (3,848,950) | |||||||||||||
Balance at Sep. 30, 2023 | $ 597 | 33,907,540 | (33,188,070) | (76,323) | (161,450) | 482,294 | 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 cash and exercise of warrants | $ 5 | 199,995 | 200,000 | |||||||||||
Common stock issued for cash, shares | 50,000 | |||||||||||||
Common stock issued for service | $ 7 | 17,993 | 18,000 | |||||||||||
Common stock issued for service, shares | 70,323 | |||||||||||||
Net Loss | (1,451,735) | (1,451,735) | ||||||||||||
Cumulative translation adjustment | (36,744) | (36,744) | ||||||||||||
Common stock issued for note payment | $ 41 | 758,548 | 758,589 | |||||||||||
Common stock issued for note payment, shares | 407,118 | |||||||||||||
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 cash and exercise of warrants | $ 243 | 281,146 | 281,389 | |||||||||||
Common stock issued for cash, shares | 2,432,022 | |||||||||||||
Common stock issued for service | $ 22 | 67,978 | 68,000 | |||||||||||
Common stock issued for service, shares | 223,140 | |||||||||||||
Net Loss | (445,813) | (445,813) | (445,813) | |||||||||||
Cumulative translation adjustment | 25,573 | 25,573 | ||||||||||||
Common stock issued for note payment | $ 60 | 551,209 | 551,269 | |||||||||||
Common stock issued for note payment, shares | 598,561 | |||||||||||||
Balance at Sep. 30, 2023 | $ 597 | $ 33,907,540 | $ (33,188,070) | $ (76,323) | $ (161,450) | $ 482,294 | $ 482,294 | |||||||
Balance, shares at Sep. 30, 2023 | 5,970,011 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (3,848,950) | $ (6,229,168) | $ (13,194,969) | $ (2,605,374) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||
Stock based compensation | 54,718 | 299,173 | 187,385 | 530,506 |
Common stock issued for service | 109,000 | 388,554 | 667,998 | 644,220 |
PPP loan forgiveness | (371,944) | |||
Impairment of goodwill | 748,997 | 1,244,309 | ||
Impairment of intangible assets | 2,679,978 | 374,300 | ||
Impairment of fixed assets | 1,873,619 | |||
Depreciation of fixed assets | 3,223 | 168,992 | 231,465 | 104,619 |
Amortization of intangible assets | 29,868 | 226,122 | 315,420 | 244,879 |
Amortization of debt discounts | 732,395 | 685,074 | 1,416,120 | 37,500 |
Amortization of loan costs | 31,250 | |||
Loss on settlement of debt | 977,188 | |||
Lease expense | 37,626 | 46,942 | 58,723 | 28,344 |
Write down of inventory | 514,912 | 743,218 | ||
Bad debt expense | 405 | 405 | 4,689 | |
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 | 417,360 | (133,043) |
Inventories | 2,817,489 | (4,514,191) | (3,431,929) | (213,328) |
Advances to related parties | (70,509) | (95,759) | (122,766) | |
Other current assets | (1,428,578) | 1,647,661 | 3,030,728 | (3,512,928) |
Right of use liability | (37,665) | (47,050) | (58,867) | (28,489) |
Other assets | (25,000) | 1,922 | (61,205) | |
Accounts payable and accruals | (1,854,111) | 1,884,131 | 620,167 | 453,615 |
Deferred income | (51,359) | (62,336) | 109,414 | |
Other current liabilities | (283,768) | (263,768) | (316,038) | |
Net Cash (Used in) Operating Activities | (3,112,126) | (4,095,243) | (3,618,811) | (4,833,029) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Net cash paid for acquisition | (398,482) | (398,482) | (790,593) | |
Proceeds from sale of fixed assets | 17,183 | |||
Purchases of fixed assets | (132,551) | (150,855) | (296,793) | |
Net Cash (Used in) Investing Activities | (132,551) | (549,337) | (695,275) | (773,410) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from common stock offering | 1,854,086 | 6,596,500 | ||
Proceeds from sale of prefunded warrants | 4,578,293 | |||
Proceeds from common stock warrants exercised | 17,004 | 250,000 | 250,000 | 882,800 |
Proceeds from working capital line of credit | 2,405,034 | 10,653,760 | 12,552,008 | 10,993,584 |
Proceeds from short-term loan | 500,000 | |||
Proceeds from PPP loan | 371,944 | |||
Proceeds from convertible debt | 1,140,000 | 4,762,855 | 4,762,855 | |
Repayments of working capital line of credit | (4,182,971) | (11,159,659) | (13,144,141) | (10,431,291) |
Repayments of short-term loan | (436,154) | |||
Principal payments of Convertible Debt | (2,007,435) | (1,118,888) | ||
Purchase of treasury stock | (76,323) | |||
Repayments of related party notes payable | (124,161) | (197,000) | (201,434) | (1,534,612) |
Principal payments of long-term debt | (398,385) | |||
Principal payments of convertible debt | (552,222) | |||
Payment of loan costs | (25,000) | (25,000) | ||
Net Cash Provided by Financing Activities | 3,667,373 | 3,732,734 | 3,075,400 | 6,480,540 |
Effect of Exchange Rate Changes on Cash | 56,875 | (5,484) | 92,435 | (56,275) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 479,571 | (917,330) | (1,146,251) | 817,826 |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 9,262 | 1,155,513 | 1,155,513 | 337,687 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 488,833 | 238,183 | 9,262 | 1,155,513 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||||
Common stock issued to settle payable and accrued interest | 176,228 | |||
Operating lease assets recognized in exchange for operating lease liabilities | 185,135 | 185,135 | ||
Warrants issued for convertible debt | 956,301 | 1,035,253 | ||
Common stock issued for asset acquisition | 359,250 | 359,250 | ||
Common stock issued for partial settlement of note payable | 547,777 | |||
Derivative liability recognized on issuance of convertible note | 383,672 | |||
Warrant liability recognized on issuance of convertible note | 453,746 | |||
Common stock issued for partial settlement of note payable | 3,053,088 | 447,777 | 28,260 | |
Preferred shares conversion to common stock | 71 | |||
Common stock issued for interest payment | 266,882 | |||
Common stock issued for acquisition | 2,665,397 | |||
Related party notes recognized from business acquisition | 162,400 | |||
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid for interest | $ 743,301 | $ 210,495 | $ 306,045 | $ 537,533 |
Company Overview
Company Overview | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Company Overview | Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company 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 | Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company’s current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. On November 26, 2019, Keeler & Co., a wholly-owned direct subsidiary of the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood, LLC, a Florida limited liability company and newly-formed, wholly-owned subsidiary of the Purchaser (the “Acquisition Subsidiary” and, upon the effective date of the Merger, the “Surviving Company” or “Coastal Pride”), and The Walter F. Lubkin, Jr. Irrevocable Trust dated 1/8/03 (the “Trust”), Walter F. Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John C. Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company, Inc. immediately prior to the Coastal Merger (collectively, the “Sellers”). Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company, Inc. merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal Pride Merger”). Coastal Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico and Latin America and sells premium branded label crabmeat throughout North America. On April 27, 2021, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with TOBC, and Steve Atkinson and Janet Atkinson (the “Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”), pursuant to which the Company acquired all of the TOBC Shares from the Sellers for an aggregate purchase price of CAD$ 4,000,000 1,000,000 200,000 987,741 2,800,000 2.30 On June 24, 2021, the Purchase Agreement was amended (the “Amendment”), to increase the Purchase Price to an aggregate of CAD$ 5,000,000 344,957 1,000,000 2.30 If within 24 months of the closing TOBC has cumulative revenue of at least CAD$ 1,300,000 1,300,000 TOBC is a land-based recirculating aquaculture systems salmon farming operation, based in Nanaimo, British Columbia, Canada, which sells its steelhead salmon and rainbow trout fingerlings to distributors in Canada. On February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability company (“Gault Seafood”), and Robert J. Gault II, President of Gault Seafood (“Gault”) pursuant to which Coastal Pride acquired all of the Seller’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab business. Coastal Pride did not assume any liabilities in connection with the acquisition. The purchase price for the assets consisted of a cash payment in the amount of $ 359,250 167,093 359,250 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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. | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, Keeler & Co, Inc. a wholly owned subsidiary, Coastal Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of Keeler & Co., Inc. and Taste of BC Aquafarms, Inc. (“TOBC”), a wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Goodwill and Other Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the net assets recorded in connection with an acquisition. Other intangible assets include customer relationships, non-compete agreements, and trademarks. The Company reviews its long-lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Impairments are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur. In accordance with its policies, an annual impairment analysis for goodwill was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized for the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business, and the Company 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. Impairments are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur. In accordance with its policies, an annual impairment analysis for long-lived assets was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized for the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business, and the Company recognized an impairment on customer relationships, trademarks and non-compete agreements of $ 1,595,677 1,006,185 78,116 1,873,619 374,300 Cash and Cash Equivalents The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company had no The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of December 31, 2022, and 2021, the Company recorded sales return, allowances, discounts and refund liability of approximately $ 94,000 66,000 no Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. For the year ended December 31, 2022, the Company recorded an inventory adjustment to reduce the carrying value of inventory to the lower of cost or net realizable value in the amount of $ 743,218 The Company’s inventory as of December 31, 2022 and December 31, 2021 consists of: Schedule of Inventory December 31, 2022 December 31, 2021 Inventory purchased for resale $ 3,052,518 $ 863,967 Feeds and eggs processed 156,984 72,733 In-transit inventory 1,598,650 1,182,741 Inventory allowance - - Inventory, net $ 4,808,152 $ 2,119,441 Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, including Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of December 31, 2022, and December 31, 2021, the balance due from Bacolod for future shipments was approximately $ 1,300,000 no Fixed Assets Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Schedule of Estimated Usefule Life of Assets RAS System 10 Furniture and fixtures 7 10 Computer equipment 5 Warehouse and refrigeration equipment 10 Leasehold improvements 7 Automobile 5 Trade show booth 7 The RAS system is comprised of tanks, plumbing, pumps, controls, hatchery, tools and other equipment all working together for the TOBC facility. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease term. The Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful life of the fixed assets. The Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. For the year ended December 31, 2022, an impairment was recorded related to Coastal Pride and TOBC fixed assets of $ 1,873,619 Other Comprehensive (loss) Income The Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income Foreign Currency Translation The Company’s functional and reporting currency is the U.S. Dollars. The assets and liabilities held by TOBC have a functional currency other than the U.S. Dollar. The TOBC results were translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. TOBC’s revenue and expenses were translated into U.S. Dollars at the average rates that prevailed during the period. The rate used in the financial statements for TOBC as presented for December 31, 2022 was 0.80 Canadian Dollars to U.S. Dollars and for December 31, 2021 was 0.79 Canadian Dollars to U.S. Dollars 60,100 54,200 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. We sell 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 at 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. Deferred Income The Company recognizes deferred income for advance payments received from customers for which sales have not yet occurred. Leases 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 December 31, 2022. 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 leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has 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 the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities December 31, 2022 Assets Operating lease assets $ 197,540 Liabilities Current $ 57,329 Operating lease liabilities Noncurrent Operating lease liabilities $ 139,631 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2022 Cash used in operating activities: Operating leases $ 58,723 ROU assets recognized in exchange for lease obligations: Operating leases $ 185,135 The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2022 Weighted-average remaining lease term Operating leases 3.70 Weighted-average discount rate Operating leases 6.7 % Maturities of lease liabilities as of December 31, 2022, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2023 $ 70,241 2024 58,827 2025 43,767 2026 43,767 2027 10,942 Total lease payments $ 227,544 Less: amount of lease payments representing interest (30,584 ) Present value of future minimum lease payments $ 196,960 Less: current obligations under leases $ (57,329 ) Non-current obligations $ 139,631 Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 5,400 5,700 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Customer Concentration The Company had nine customers which accounted for approximately 59 36 The Company had ten customers which accounted for approximately 52 24 59 The loss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financial position. Supplier Concentration The Company had five major suppliers located in the United States, Indonesia, Vietnam and China and which accounted for approximately 76 29 The Company had four suppliers which accounted for approximately 70 80 42 The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position. Fair Value 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. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. The Company believes the carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values because they are short term in nature or payable on demand. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. The Company does not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2022 and 2021. Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As further described in Note 9 - Series A Convertible Preferred Stock, as of December 31, 2021, 1,413 706,500 4,121,633 3,431,250 2,413,500 1,538,500 As there was a net loss for the years ended December 31, 2022 and December 31, 2021, basic and diluted losses per share each year are the same. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the individual is required to provide service in exchange for the award, usually the vesting period. The Company accounts for forfeitures as they occur. Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. As of December 31, 2022, and 2021, there was approximately $ 67,000 143,300 Income Taxes The Company accounts for income taxes utilizing the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effects of future changes in tax laws or rates are not included in the measurement. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations. There were no Recent Accounting Pronouncements ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the ASU effective January 1, 2022 and applied the provisions of the ASU to the convertible note issued during the year ended December 31, 2022. ASU 2016-13 Financ ial 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. As this ASU became effective on January 1, 2023, the Company continues to evaluate the impact of these amendments to the Company’s financial position and results of operations and currently expects no material impact of the adoption of the amendments on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the nine months ended September 30, 2023, the Company incurred a net loss of $ 3,848,950 33,188,070 1,254,840 768,839 | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss of $ 13,194,969 29,339,120 3,013,281 893,000 |
Other Current Assets
Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 4. Other Current Assets Other current assets totaled $ 671,933 3,702,661 441,000 |
Fixed Assets, Net
Fixed Assets, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 5. Fixed Assets, Net Fixed assets comprised the following at December 31: Schedule of Fixed Assets 2022 2021 Computer equipment $ 97,624 $ 90,707 RAS system 2,089,909 1,963,734 Automobiles 122,715 23,188 Leasehold improvements 89,055 4,919 Total 2,399,303 2,082,548 Less: Accumulated depreciation and impairment (2,278,903 ) (178,145 ) Fixed assets, net $ 120,400 $ 1,904,403 For the years ended December 31, 2022 and 2021, depreciation expense totaled approximately $ 231,000 104,000 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 6. Goodwill and Intangible Assets, Net The following table sets forth the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2022 and 2021. Schedule of Goodwill 2022 2021 Balance, January 1 $ 445,395 $ 445,395 Acquisition of TOBC 836,669 - Impairment (1,282,064 ) - Balance, December 31 $ - $ 445,395 The following table sets forth the components of the Company’s intangible assets at December 31, 2022: Schedule of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization and Impairment Net Book Value Intangible Assets Subject to amortization Trademarks – Coastal Pride 14 $ 850,000 $ (850,000 ) $ - Trademarks – TOBC 15 406,150 (406,150 ) - Customer Relationships – Coastal Pride 12 1,486,832 (1,486,832 ) - Customer Relationships – TOBC 15 592,979 (592,979 ) - Non-Compete Agreements – Coastal Pride 3 40,000 (40,000 ) - Non-Compete Agreements – TOBC 4 121,845 (121,845 ) - Total $ 3,497,806 $ (3,497,806 ) $ - The following table sets forth the components of the Company’s intangible assets at December 31, 2021: Amortization Period (Years) Cost Accumulated Amortization and Impairment Net Book Value Intangible Assets Subject to amortization Trademarks – Coastal Pride 14 $ 850,000 $ (118,050 ) $ 731,950 Trademarks – TOBC 15 406,150 (13,027 ) 393,123 Customer Relationships – Coastal Pride 12 1,250,000 (574,625 ) 675,375 Customer Relationships – TOBC 15 1,454,017 (46,634 ) 1,407,383 Non-Compete Agreements – Coastal Pride 3 40,000 (20,825 ) 19,175 Non-Compete Agreements – TOBC 4 97,476 (11,724 ) 85,752 Total $ 4,097,643 $ (784,885 ) $ 3,312,758 For the years ended December 31, 2022 and 2021, amortization expense of intangible assets totaled approximately $ 315,000 245,000 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 7. Debt Working Capital Line of Credit On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”). Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $ 5,000,000 The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and will pay an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance, in order to increase imports to meet customer demand The line of credit is secured by a first priority security interest on all the assets of each Borrower. Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty of up to $ 1,000,000 50,000 The Borrowers utilized $ 784,450 12,552,008 13,144,141 1,776,068 John Keeler Promissory Notes – Subordinated The Company had unsecured promissory notes outstanding to its stockholder of approximately $ 893,000 960,000 6 67,000 339,712 Lind Global Fund II LP investment On January 24, 2022, the Company entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 5,750,000 five 1,000,000 4.50 4.50 150,000 87,000 2,022,397 750,000 150,000 87,144 1,035,253 1,378,620 643,777 The outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $ 333,333 In connection with the issuance of the note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge on its shares in John Keeler & Co. Inc., its wholly-owned subsidiary, pursuant to a security agreement and a stock pledge agreement with Lind, dated January 24, 2022. Each subsidiary of the Company also granted a second priority security interest in all of its respective assets. The note is mandatorily payable prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issues any indebtedness other than certain amounts under the current line of credit facility with Lighthouse. The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions. If the Company fails to maintain the listing and trading of its common stock, the note will become due and payable and Lind may convert all or a portion of the outstanding principal at the lower of the then current conversion price and 80 If the Company engages in capital raising transactions, Lind has the right to purchase up to 10 The note is convertible into common stock at $ 5.00 4.99 Upon a change of control of the Company, as defined in the note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the note at a price per share equal to the lesser of the Repayment Share Price or the conversion price Upon an event of default as described in the note, the note will become immediately due and payable at a default interest rate of 125 80 During the year ended December 31, 2022, the Company made principal payments on the note totaling $ 1,666,666 666,666 1,175,973 899,999 First West Credit Union CEBA Loan On June 24, 2021, the Company assumed a commercial term loan with First West Credit Union Canada Emergency Business Account (“CEBA”) in the principal amount of CAD$ 60,000 The loan initially bears no interest and is due on December 31, 2025. The borrower may prepay all or part of the loan commencing November 1, 2022 and, if by December 31, 2022 the Company had paid 75% of the loan amount, the remaining 25% will be forgiven as per the loan agreement. If less than 75% of the loan amount is outstanding by December 31, 2022 5.0 Walter Lubkin Jr. Note – Subordinated On November 26, 2019, the Company issued a five-year unsecured promissory note in the principal amount of $ 500,000 The note bears and interest rate of 4 Interest expense for the Walter Lubkin Jr. note totaled approximately $ 18,000 19,700 On October 8, 2021, $ 34,205 For the year ended December 31, 2022, $ 38,799 104,640 Walter Lubkin III Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 87,842 4 The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 2.00 Interest expense for the Walter Lubkin III note totaled approximately $ 1,700 3,300 On October 8, 2021, $ 16,257 For the year ended December 31, 2022, all of the outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the note by the Company totaling $ 75,707 Tracy Greco Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 71,372 4 The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 2.00 Interest expense for the Tracy Greco note totaled approximately $ 1,400 2,700 On October 8, 2021, $ 13,209 For the year ended December 31, 2022, all of the outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the note by the Company totaling $ 61,511 John Lubkin Convertible Note – Subordinated On November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 50,786 4 The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 2.00 Interest expense for the John Lubkin note totaled approximately $ 1,000 1,900 On October 8, 2021, $ 9,399 For the year ended December 31, 2022, all of the outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the note by the Company totaling $ 43,771 Kenar Note On March 26, 2019, the Company issued a four-month promissory note in the principal amount of $ 1,000,000 the term of which was previously extended to March 31, 2020 after which time, on May 21, 2020, the Kenar Note was amended to (i) set the maturity date at March 31, 2021 18 4,000,000 1,021,266 The amendment to the Kenar Note was analyzed under ASC 470-50 and was determined that it will be accounted for as an extinguishment of the old debt and the new debt will be recorded at fair value with the new effective interest rate of 18 2,655,292 On April 28, 2021, the Kenar Note was further amended to extend the maturity date to May 31, 2021. On July 6, 2021, the Company entered into a note payoff indemnity agreement with Kenar pursuant to which the Company paid Kenar $ 918,539 Interest expense for the Kenar Note totaled approximately $ 79,100 Lobo Note On April 2, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $ 100,000 18 1,000,000 The Lobo Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions 100,000 15 100,000 10 100,000 10 On January 1, 2021, the Company paid off the October 1, 2020 note with the issuance of a six-month unsecured promissory note in the principal amount of $ 100,000 10 On July 1, 2021, the Company paid off the January 1, 2021 Lobo note with the issuance of a three-month unsecured promissory note in the principal amount of $ 100,000 10 100,000 10 On November 1, 2021, the Company paid Lobo $ 100,877 Interest expense for the Lobo Note totaled approximately $ 8,300 Payroll Protection Program Loans On March 2, 2021, the Company received proceeds of $ 371,944 371,944 1.0 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 8. Acquisitions Acquisition of Taste of BC Aquafarms On June 24, 2021, the Company consummated the acquisition of TOBC and TOBC became a wholly owned subsidiary of the Company. The acquisition was accounted for as a business combination under the provisions of ASC 805. The aggregate purchase price of CAD$ 5,000,000 1,000,000 200,000 987,741 344,957 1,300,000 1,300,000 The transaction costs incurred in connection with the acquisition of TOBC amounted to $ 31,000 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including goodwill. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash $ 814,000 Common stock, 987,741 1,975,483 Promissory notes to Sellers 162,400 Contingent consideration - Common stock, 344,957 689,914 Fair value of total consideration $ 3,641,797 Purchase Price Allocation: Tangible assets acquired $ 2,137,650 Trademarks 406,150 Customer relationships 592,979 Non-compete agreements 121,845 Goodwill 836,669 Liabilities assumed (453,496 ) Fair market value of net assets acquired $ 3,641,797 In determining the fair value of the common stock issued, the Company considered the value of the stock as estimated by the Company at the time of closing which was determined to be $ 2.00 Liabilities assumed included three mortgage loans of approximately CAD$ 490,000 which were paid off by the Company on July 9, 2021. The Company has one commercial loan outstanding for CAD$ 60,000 which is due on December 31, 2025. Pro Forma Information The following pro forma information assumes the TOBC acquisition occurred on January 1, 2021. For the TOBC acquisition, depreciation and amortization has been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Proforma Information For the year ended Revenue $ 12,029,325 Net loss attributable to common shareholders $ (3,102,683 ) Basic and diluted loss per share $ (0.14 ) The information included in the pro forma amounts is derived from historical information obtained from the Sellers of TOBC. Acquisition of Gault Seafood On February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood and Robert J. Gault II pursuant to which Coastal Pride acquired all of Gault Seafood’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 operations. Coastal Pride did not assume any liabilities in connection with the acquisition. The purchase price for the assets consisted of a cash payment in the amount of $ 359,250 167,093 359,250 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid and identifiable assets acquired. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash $ 359,250 Common stock, 167,093 359,250 Transaction costs 39,231 Fair value of total consideration $ 757,731 Purchase Price Allocation: Fixed assets acquired $ 146,600 Customer relationships 611,131 Fair market value of net assets acquired $ 757,731 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 9. Stockholders’ Equity Preferred Stock Our Board of Directors has designated 10,000 8 Dividends. 8 1,000.00 Dividends of common stock were authorized for issuance to the stockholders in accordance with the terms of the Certificate of Designation for the Series A Stock. On March 31, 2021, the Company issued 11,975 Conversion. 500 706,500 1,413 Common Stock The Company is authorized to issue 100,000,000 0.0001 26,766,425 24,671,318 On July 1, 2020, the Company entered into an investment banking engagement agreement, as amended on October 30, 2020, with Newbridge Securities Corporation. In consideration for advisory services, the Company agreed to issue Newbridge a total of 60,000 138,000 69,000 On February 8, 2021, the Company issued 25,000 25,250 On March 30, 2021, the Company issued 10,465 24,697 On March 31, 2021, the Company issued 5,000 11,800 On March 31, 2021, the Company issued 11,975 28,260 On April 15, 2021, the Company issued an aggregate of 16,460 39,504 On April 19, 2021, the Company issued 12,500 25,000 On April 29, 2021, the Company issued 105,757 227,378 On April 30, 2021, the Company issued 5,000 28,500 On May 31, 2021, the Company issued 5,000 31,500 On June 24, 2021, the Company issued 987,741 On June 30, 2021, the Company issued 5,000 36,250 On June 30, 2021, the Company issued 10,465 75,871 On June 30, 2021, the Company issued an aggregate of 706,500 1,413 On July 21, 2021, the Company entered into a consulting agreement as amended on November 10, 2021, with Intelligent Investments I, LLC (“Intelligent”). In consideration for consulting services, the Company agreed to issue Intelligent a total of 52,326 171,106 136,885 On August 3, 2021, the Company issued 5,000 30,000 On November 5, 2021, we issued 800,000 4 On November 5, 2021 we issued a warrant to purchase an aggregate of 56,000 5.00 On December 31, 2021, the Company issued 18,405 On December 31, 2021, the Company issued 5,000 On December 31, 2021, we issued 10,992 15,107 19,909 During the year ended December 31, 2021, we issued an aggregate of 370,750 882,800 During the year ended December 31, 2021, the Company sold pursuant to subscription agreements an aggregate of 1,500,000 2.00 1,500,000 2.00 3 On January 24, 2022, the Company issued 125,000 250,000 On February 3, 2022, the Company issued 167,093 359,250 On March 31, 2022, the Company issued 15,385 30,000 On March 31, 2022, the Company issued 5,000 9,750 On April 1, 2022, the Company issued 2,871 6,000 On April 4, 2022, the Company issued 9,569 20,000 15,000 On April 5, 2022, the Company issued an aggregate of 24,816 156,341 On May 1, 2022, the Company issued 3,922 6,000 On June 1, 2022, the Company issued 4,444 6,000 On June 3, 2022, the Company issued 10,000 13,800 On June 30, 2022, the Company issued 24,194 30,000 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 On October 1, 2022, the Company issued 9,524 6,000 On November 1, 2022, the Company issued 6,593 6,000 On December 1, 2022, the Company issued 9,231 6,000 On December 21, 2022, the Company issued 222,222 100,000 On December 31, 2022, the Company issued 62,500 100,000 43,403 143,750 222,222 On December 31, 2022, the Company issued an aggregate of 440,572 176,228 |
Options
Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 10. Options During the years ended December 31, 2022 and December 31, 2021, $ 187,385 549,231 1. Ten 3,120,000 2.00 one year 2. Ten 351,250 2.00 25 3. Ten 250,000 2.00 20 4. Ten 25,000 2.00 25 5. Three 500,000 2.00 6. 7. 8. 9. Three 7,013 6.00 Five 175,000 2.00 Three 27,552 0.86 Three 5,696 0.79 The following table summarizes the assumptions used to estimate the fair value of the stock options granted for the years ended December 31, 2022 and 2021: Schedule of Fair Value of Stock Options 2022 2021 Expected Volatility 39 48 % 39 48 % Risk Free Interest Rate 2.87 4.27 % 0.90 1.69 % Expected life of options 3.0 5.0 1.99 5.0 Under the Black-Scholes option pricing model, the fair value of the options to purchase an aggregate of 683,430 1,251,598 823,670 85,000 12,500 13,580 On April 20, 2022, the Company’s existing directors and two newly appointed directors each entered into a one-year director service agreement with the Company, which will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless earlier terminated in accordance with the terms of the agreement. As compensation for serving on the Board of Directors, each director will be entitled to a $ 25,000 5,000 15,000 10,000 7,500 each director was granted a five-year option to purchase 25,000 2.00 1,250 On September 16, 2022, the Company granted an employee a three 27,552 0.86 On November 22, 2022, the Company granted an employee a three 5,696 0.79 Under the Black-Scholes option pricing model, the fair value of the 175,000 27,552 2,696 84,334 8,409 1,615 1.57 0.86 0.79 39.23 46.72 46.72 2.87 3.81 4.27 72,620 7,600 1,558 three years The following table represents option activity for the years ended December 31, 2022 and 2021: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding - December 31, 2020 3,810,000 $ 2.00 7.87 Exercisable - December 31, 2020 3,280,000 $ 2.00 7.87 $ 721,600 Granted 683,430 $ 2.12 Forfeited (63,750 ) $ 2.00 Vested 3,807,127 - Outstanding - December 31, 2021 4,429,680 $ 2.00 6.23 Exercisable - December 31, 2021 3,807,127 $ 2.00 6.83 $ - Granted 208,248 $ 1.82 Forfeited (176,417 ) $ 2.30 Vested 4,121,633 - Outstanding - December 31, 2022 4,461,511 $ 2.00 5.25 Exercisable - December 31, 2022 4,121,633 $ 2.00 5.28 $ - For the year ended December 31, 2022, the Company determined that the five 176,417 2.30 76,400 79,023 The non-vested options outstanding are 339,878 998,431 |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 11. Warrants Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2021 1,538,500 $ 2.11 2.50 Exercisable – December 31, 2021 1,538,500 $ 2.11 2.50 $ - Granted 1,000,000 $ - Exercised (125,000 ) $ 2.00 Forfeited or Expired - $ - Outstanding – December 31, 2022 2,413,500 $ 3.11 1.32 Exercisable – December 31, 2022 2,413,500 $ 3.11 1.32 $ - As of December 31, 2021, the Company issued warrants to purchase an aggregate of 1,500,000 2.00 seventy-seven 56,000 5.00 353,250 2.40 17,500 2.00 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 For the year ended December 31, 2022, the Company issued 125,000 2.00 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 12. Income taxes Federal income tax expense differs from the statutory federal rates of 21% for the years ended December 31, 2022 and 2021 due to the following: Schedule of Rate Reconciliation Rate Reconciliation December 31, 2022 December 31, 2021 Provision/(Benefit) at Statutory Rate $ (2,770,944 ) 21.00 % $ (557,193 ) 21.00 % State Tax Provision/(Benefit) net of federal benefit (309,886 ) 2.35 % (94,610 ) 3.72 % Permanent Book/Tax Differences 10,621 (0.08 )% 10,791 (0.04 )% Change in valuation allowance 2,751,592 (20.85 )% 969,497 (36.54 )% Other 318,617 (2.42 )% (326,385 ) 12.30 % Income Tax Provision/(Benefit) - - 2,100 0.07 % The components of the net deferred tax asset at December 31, 2022 and 2021, are as follows: Schedule of Deferred Income Tax Asset December 31, December 31, Deferred Tax Assets Business Interest Limitation $ 627,930 $ 713,822 Fixed Assets 140,494 (437,993 ) Stock based compensation 1,017,629 817,012 Net Operating loss carryovers 2,089,409 741,742 Non-Capital Losses 365,053 - Other 46,385 (299,273 ) Net Deferred Tax Asset/(Liability) 4,286,900 1,535,310 Valuation Allowance (4,286,900 ) (1,535,310 ) Net Deferred Tax Asset/(Liability) $ - $ - Tax periods for all fiscal years after 2018 remain open to examination by the federal and state taxing jurisdictions to which the Company is subject. As of December 31, 2022, the Company has cumulative net federal and state operating losses of $ 8,984,664 4,668,349 ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be recognized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2022. As of December 31, 2022, and 2021, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax related interest as income tax expenses. No interest or penalties were recorded during the years ended December 31, 2022, and 2021. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Note 13. Commitment and Contingencies Office lease The Company leased its Miami office and warehouse facility from JK Real Estate, a related party through common family beneficial ownership. The lease which had a 20 expiring in July 2021 4,756 63,800 Coastal Pride leases approximately 1,100 On February 3, 2022, in connection with the acquisition of certain assets of Gault, the Company entered into a one 9,050 1,000 1,500 The offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately $ 2,500 2,590 23,310 2,370 21,330 Rental and equipment lease expenses were approximately $ 168,000 63,500 Legal The Company has reached a settlement agreement with a former employee. Although the agreement is not finalized the Company has reserved $ 70,000 |
COVID-19 Pandemic
COVID-19 Pandemic | 12 Months Ended |
Dec. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 Pandemic | Note 14. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared that the novel coronavirus (COVID-19) had become a pandemic, and on March 13, 2020, the U.S. President declared a National Emergency concerning the disease. Additionally, in March 2020, state governments in the Company’s geographic operating area began instituting preventative shut down measures in order to combat the novel coronavirus pandemic. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue to have an adverse impact on the economies and financial markets of the geographical areas in which the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the novel coronavirus pandemic for 2020 and into 2021. The Company’s business not being deemed essential resulted in decreased financial performance that may not be indicative of future financial results. Government-mandated closures of businesses and shipping delays have affected our sales and inventory purchases. The Company continues to face uncertainty and increased risks concerning its employees, customers, supply chain and government regulation. In April 2021, the U.S. government has made available the COVID-19 vaccine to most of its population to aid with the pandemic but the long-term effects of this development are yet to be seen. By the end of 2021, the U.S. government has made available a booster of the COVID-19 vaccine to continue the fight against the pandemic. The Company’s sales and supply were adversely affected due to COVID-19, during 2021 and 2022. The Company recognized impairment losses on goodwill and long-lived assets for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized in the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 15. Employee Benefit Plan The Company provides and sponsors a 401(k) plan for its employees. For the years ended December 31, 2022 and 2021, no contributions were made to the plan by the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11. Subsequent Events On October 1, 2023, November 1, 2023,and December 1, 2023, the Company issued 42,308 87,302 75,342 shares of common stock, respectively, to the designee of Clear Think Capital for consulting services provided to the Company. 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. On November 3, 2023, the Company issued 625,729 shares of common stock to Lind Global Fund LP and 7,725,000 On December 27, 2023, the Company issued 1,288,973 On December 31, 2023, the Company issued 173,611 277,778 101,273 399,306 | Note 16. Subsequent Events In January 2023, the Company sold an aggregate of 474,106 shares of common stock for net proceeds of $ 182,982 in an “at the market” offering pursuant to a sales agreement between the Company and Roth Capital Partners, LLC. On January 31, 2023, 151,284 76,463 On January 31, 2023, the Company issued 1,273,408 662,172 340,000 On February 10, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter, in a firm commitment public offering, (i) 8,200,000 0.20 800,000 0.199 per Pre-funded Warrant to those purchasers whose purchase of common stock in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the offering. 1,350,000 0.001 The offering closed on February 14, 2023 with gross proceeds to the Company of approximately $ 1.8 9,000,000 0.20 0.199 0.001 In March 2023, the Company issued an aggregate of 6,197,240 1,081,058 754,800 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 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. | Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, Keeler & Co, Inc. a wholly owned subsidiary, Coastal Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of Keeler & Co., Inc. and Taste of BC Aquafarms, Inc. (“TOBC”), a wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. | |
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 | Goodwill and Other Intangible Assets Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the net assets recorded in connection with an acquisition. Other intangible assets include customer relationships, non-compete agreements, and trademarks. The Company reviews its long-lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Impairments are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur. In accordance with its policies, an annual impairment analysis for goodwill was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized for the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business, and the Company 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 | 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. Impairments are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur. In accordance with its policies, an annual impairment analysis for long-lived assets was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized for the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business, and the Company recognized an impairment on customer relationships, trademarks and non-compete agreements of $ 1,595,677 1,006,185 78,116 1,873,619 374,300 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company had no The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. | |
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 | Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of December 31, 2022, and 2021, the Company recorded sales return, allowances, discounts and refund liability of approximately $ 94,000 66,000 no |
Inventories | Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. For the 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 | 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. Inventory write-downs are charged to cost of goods sold. For the year ended December 31, 2022, the Company recorded an inventory adjustment to reduce the carrying value of inventory to the lower of cost or net realizable value in the amount of $ 743,218 The Company’s inventory as of December 31, 2022 and December 31, 2021 consists of: Schedule of Inventory December 31, 2022 December 31, 2021 Inventory purchased for resale $ 3,052,518 $ 863,967 Feeds and eggs processed 156,984 72,733 In-transit inventory 1,598,650 1,182,741 Inventory allowance - - Inventory, net $ 4,808,152 $ 2,119,441 |
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 | Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, including Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of December 31, 2022, and December 31, 2021, the balance due from Bacolod for future shipments was approximately $ 1,300,000 no |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Schedule of Estimated Usefule Life of Assets RAS System 10 Furniture and fixtures 7 10 Computer equipment 5 Warehouse and refrigeration equipment 10 Leasehold improvements 7 Automobile 5 Trade show booth 7 The RAS system is comprised of tanks, plumbing, pumps, controls, hatchery, tools and other equipment all working together for the TOBC facility. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease term. The Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful life of the fixed assets. The Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. For the year ended December 31, 2022, an impairment was recorded related to Coastal Pride and TOBC fixed assets of $ 1,873,619 | |
Other Comprehensive (loss) Income | Other Comprehensive (loss) Income The Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income | |
Foreign Currency Exchange Rates Risk | Foreign Currency Exchange Rates Risk 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. | Foreign Currency Translation The Company’s functional and reporting currency is the U.S. Dollars. The assets and liabilities held by TOBC have a functional currency other than the U.S. Dollar. The TOBC results were translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. TOBC’s revenue and expenses were translated into U.S. Dollars at the average rates that prevailed during the period. The rate used in the financial statements for TOBC as presented for December 31, 2022 was 0.80 Canadian Dollars to U.S. Dollars and for December 31, 2021 was 0.79 Canadian Dollars to U.S. Dollars 60,100 54,200 |
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. | 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. We sell 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 at 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. |
Deferred Income | Deferred Income The Company recognizes deferred income for advance payments received from customers for which sales have not yet occurred. | |
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 | Leases 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 December 31, 2022. 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 leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has 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 the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities December 31, 2022 Assets Operating lease assets $ 197,540 Liabilities Current $ 57,329 Operating lease liabilities Noncurrent Operating lease liabilities $ 139,631 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2022 Cash used in operating activities: Operating leases $ 58,723 ROU assets recognized in exchange for lease obligations: Operating leases $ 185,135 The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2022 Weighted-average remaining lease term Operating leases 3.70 Weighted-average discount rate Operating leases 6.7 % Maturities of lease liabilities as of December 31, 2022, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2023 $ 70,241 2024 58,827 2025 43,767 2026 43,767 2027 10,942 Total lease payments $ 227,544 Less: amount of lease payments representing interest (30,584 ) Present value of future minimum lease payments $ 196,960 Less: current obligations under leases $ (57,329 ) Non-current obligations $ 139,631 |
Advertising | Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 5,400 5,700 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Customer Concentration | Customer Concentration The Company had nine customers which accounted for approximately 59 36 The Company had ten customers which accounted for approximately 52 24 59 The loss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financial position. | |
Supplier Concentration | Supplier Concentration The Company had five major suppliers located in the United States, Indonesia, Vietnam and China and which accounted for approximately 76 29 The Company had four suppliers which accounted for approximately 70 80 42 The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position. | |
Fair Value 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. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. The Company believes the carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values because they are short term in nature or payable on demand. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. The Company does not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2022 and 2021. | |
Earnings or Loss per Share | Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As further described in Note 9 - Series A Convertible Preferred Stock, as of December 31, 2021, 1,413 706,500 4,121,633 3,431,250 2,413,500 1,538,500 As there was a net loss for the years ended December 31, 2022 and December 31, 2021, basic and diluted losses per share each year are the same. | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the individual is required to provide service in exchange for the award, usually the vesting period. The Company accounts for forfeitures as they occur. | |
Related Parties | Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. As of December 31, 2022, and 2021, there was approximately $ 67,000 143,300 | |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effects of future changes in tax laws or rates are not included in the measurement. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations. There were no | |
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. | Recent Accounting Pronouncements ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the ASU effective January 1, 2022 and applied the provisions of the ASU to the convertible note issued during the year ended December 31, 2022. ASU 2016-13 Financ ial 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. As this ASU became effective on January 1, 2023, the Company continues to evaluate the impact of these amendments to the Company’s financial position and results of operations and currently expects no material impact of the adoption of the amendments on the Company’s consolidated 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 | |
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 | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | The Company’s inventory as of December 31, 2022 and December 31, 2021 consists of: Schedule of Inventory December 31, 2022 December 31, 2021 Inventory purchased for resale $ 3,052,518 $ 863,967 Feeds and eggs processed 156,984 72,733 In-transit inventory 1,598,650 1,182,741 Inventory allowance - - Inventory, net $ 4,808,152 $ 2,119,441 |
Schedule of Estimated Usefule Life of Assets | Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Schedule of Estimated Usefule Life of Assets RAS System 10 Furniture and fixtures 7 10 Computer equipment 5 Warehouse and refrigeration equipment 10 Leasehold improvements 7 Automobile 5 Trade show booth 7 | |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheets. Schedule of Lease-related Assets and Liabilities December 31, 2022 Assets Operating lease assets $ 197,540 Liabilities Current $ 57,329 Operating lease liabilities Noncurrent Operating lease liabilities $ 139,631 | |
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 $ - | Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2022 Cash used in operating activities: Operating leases $ 58,723 ROU assets recognized in exchange for lease obligations: Operating leases $ 185,135 |
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 % | The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2022 Weighted-average remaining lease term Operating leases 3.70 Weighted-average discount rate Operating leases 6.7 % |
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 | Maturities of lease liabilities as of December 31, 2022, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2023 $ 70,241 2024 58,827 2025 43,767 2026 43,767 2027 10,942 Total lease payments $ 227,544 Less: amount of lease payments representing interest (30,584 ) Present value of future minimum lease payments $ 196,960 Less: current obligations under leases $ (57,329 ) Non-current obligations $ 139,631 |
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 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 | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Fixed assets comprised the following at December 31: Schedule of Fixed Assets 2022 2021 Computer equipment $ 97,624 $ 90,707 RAS system 2,089,909 1,963,734 Automobiles 122,715 23,188 Leasehold improvements 89,055 4,919 Total 2,399,303 2,082,548 Less: Accumulated depreciation and impairment (2,278,903 ) (178,145 ) Fixed assets, net $ 120,400 $ 1,904,403 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2022 and 2021. Schedule of Goodwill 2022 2021 Balance, January 1 $ 445,395 $ 445,395 Acquisition of TOBC 836,669 - Impairment (1,282,064 ) - Balance, December 31 $ - $ 445,395 |
Schedule of Intangible Assets | The following table sets forth the components of the Company’s intangible assets at December 31, 2022: Schedule of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization and Impairment Net Book Value Intangible Assets Subject to amortization Trademarks – Coastal Pride 14 $ 850,000 $ (850,000 ) $ - Trademarks – TOBC 15 406,150 (406,150 ) - Customer Relationships – Coastal Pride 12 1,486,832 (1,486,832 ) - Customer Relationships – TOBC 15 592,979 (592,979 ) - Non-Compete Agreements – Coastal Pride 3 40,000 (40,000 ) - Non-Compete Agreements – TOBC 4 121,845 (121,845 ) - Total $ 3,497,806 $ (3,497,806 ) $ - The following table sets forth the components of the Company’s intangible assets at December 31, 2021: Amortization Period (Years) Cost Accumulated Amortization and Impairment Net Book Value Intangible Assets Subject to amortization Trademarks – Coastal Pride 14 $ 850,000 $ (118,050 ) $ 731,950 Trademarks – TOBC 15 406,150 (13,027 ) 393,123 Customer Relationships – Coastal Pride 12 1,250,000 (574,625 ) 675,375 Customer Relationships – TOBC 15 1,454,017 (46,634 ) 1,407,383 Non-Compete Agreements – Coastal Pride 3 40,000 (20,825 ) 19,175 Non-Compete Agreements – TOBC 4 97,476 (11,724 ) 85,752 Total $ 4,097,643 $ (784,885 ) $ 3,312,758 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including goodwill. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash $ 814,000 Common stock, 987,741 1,975,483 Promissory notes to Sellers 162,400 Contingent consideration - Common stock, 344,957 689,914 Fair value of total consideration $ 3,641,797 Purchase Price Allocation: Tangible assets acquired $ 2,137,650 Trademarks 406,150 Customer relationships 592,979 Non-compete agreements 121,845 Goodwill 836,669 Liabilities assumed (453,496 ) Fair market value of net assets acquired $ 3,641,797 |
Schedule of Proforma Information | The following pro forma information assumes the TOBC acquisition occurred on January 1, 2021. For the TOBC acquisition, depreciation and amortization has been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Proforma Information For the year ended Revenue $ 12,029,325 Net loss attributable to common shareholders $ (3,102,683 ) Basic and diluted loss per share $ (0.14 ) |
Fair Value Of Consideration Tranferred And Recording Of Assets Acquired [Member] | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of the consideration paid and identifiable assets acquired. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Paid: Cash $ 359,250 Common stock, 167,093 359,250 Transaction costs 39,231 Fair value of total consideration $ 757,731 Purchase Price Allocation: Fixed assets acquired $ 146,600 Customer relationships 611,131 Fair market value of net assets acquired $ 757,731 |
Options (Tables)
Options (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Fair Value of Stock Options | The following table summarizes the assumptions used to estimate the fair value of the stock options granted for the years ended December 31, 2022 and 2021: Schedule of Fair Value of Stock Options 2022 2021 Expected Volatility 39 48 % 39 48 % Risk Free Interest Rate 2.87 4.27 % 0.90 1.69 % Expected life of options 3.0 5.0 1.99 5.0 | |
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 $ - | The following table represents option activity for the years ended December 31, 2022 and 2021: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding - December 31, 2020 3,810,000 $ 2.00 7.87 Exercisable - December 31, 2020 3,280,000 $ 2.00 7.87 $ 721,600 Granted 683,430 $ 2.12 Forfeited (63,750 ) $ 2.00 Vested 3,807,127 - Outstanding - December 31, 2021 4,429,680 $ 2.00 6.23 Exercisable - December 31, 2021 3,807,127 $ 2.00 6.83 $ - Granted 208,248 $ 1.82 Forfeited (176,417 ) $ 2.30 Vested 4,121,633 - Outstanding - December 31, 2022 4,461,511 $ 2.00 5.25 Exercisable - December 31, 2022 4,121,633 $ 2.00 5.28 $ - |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 $ - | Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2021 1,538,500 $ 2.11 2.50 Exercisable – December 31, 2021 1,538,500 $ 2.11 2.50 $ - Granted 1,000,000 $ - Exercised (125,000 ) $ 2.00 Forfeited or Expired - $ - Outstanding – December 31, 2022 2,413,500 $ 3.11 1.32 Exercisable – December 31, 2022 2,413,500 $ 3.11 1.32 $ - |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Rate Reconciliation | Federal income tax expense differs from the statutory federal rates of 21% for the years ended December 31, 2022 and 2021 due to the following: Schedule of Rate Reconciliation Rate Reconciliation December 31, 2022 December 31, 2021 Provision/(Benefit) at Statutory Rate $ (2,770,944 ) 21.00 % $ (557,193 ) 21.00 % State Tax Provision/(Benefit) net of federal benefit (309,886 ) 2.35 % (94,610 ) 3.72 % Permanent Book/Tax Differences 10,621 (0.08 )% 10,791 (0.04 )% Change in valuation allowance 2,751,592 (20.85 )% 969,497 (36.54 )% Other 318,617 (2.42 )% (326,385 ) 12.30 % Income Tax Provision/(Benefit) - - 2,100 0.07 % |
Schedule of Deferred Income Tax Asset | The components of the net deferred tax asset at December 31, 2022 and 2021, are as follows: Schedule of Deferred Income Tax Asset December 31, December 31, Deferred Tax Assets Business Interest Limitation $ 627,930 $ 713,822 Fixed Assets 140,494 (437,993 ) Stock based compensation 1,017,629 817,012 Net Operating loss carryovers 2,089,409 741,742 Non-Capital Losses 365,053 - Other 46,385 (299,273 ) Net Deferred Tax Asset/(Liability) 4,286,900 1,535,310 Valuation Allowance (4,286,900 ) (1,535,310 ) Net Deferred Tax Asset/(Liability) $ - $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 21, 2023 | Feb. 03, 2022 USD ($) shares | Feb. 03, 2022 CAD ($) shares | Aug. 03, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) shares | Apr. 27, 2021 CAD ($) shares | Jan. 31, 2023 shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 03, 2022 CAD ($) | Aug. 03, 2021 $ / shares | Aug. 03, 2021 CAD ($) | Apr. 27, 2021 $ / shares | Apr. 27, 2021 CAD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 398,482 | $ 398,482 | $ 790,593 | |||||||||||||||||
Issuance of non-interest bearing promissory note face value | $ 200,000 | $ 200,000 | $ 899,999 | $ 200,000 | ||||||||||||||||
Number of shares issued | shares | 987,741 | 987,741 | 987,741 | 23,705 | ||||||||||||||||
Stock issued during period, value | $ 2,800,000 | $ 6,596,500 | ||||||||||||||||||
Shares issued price per share | $ / shares | $ 2.30 | $ 2.30 | ||||||||||||||||||
Common stock issued held In escrow value shares | shares | 344,957 | 344,957 | ||||||||||||||||||
Description of escrowed shares | If within 24 months of the closing TOBC has cumulative revenue of at least CAD$1,300,000, the Sellers will receive all of the escrowed shares. If as of the 24-month anniversary of the closing, TOBC has cumulative revenue of less than CAD$1,300,000, the Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue of TOBC as of such date | |||||||||||||||||||
Reverse stock split | one-for-twenty reverse stock split | |||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Stock issued during period, value | $ 281,389 | $ 200,000 | $ 1,880,692 | |||||||||||||||||
Gault Sea Food, LLC [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Number of shares issued | shares | 167,093 | 167,093 | ||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 5,000,000 | 4,000,000 | ||||||||||||||||||
Taste of BC Aquafarms Inc [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 1,000,000 | 1,000,000 | $ 1,000,000 | |||||||||||||||||
Taste of BC Aquafarms Inc [Member] | Minimum [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Cumulative revenue | 1,300,000 | $ 1,300,000 | $ 1,300,000 | |||||||||||||||||
Taste of BC Aquafarms Inc [Member] | Maximum [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Cumulative revenue | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | |||||||||||||||||
Asset Purchase [Member] | Gault Sea Food, LLC [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 359,250 | |||||||||||||||||||
Common stock fair value | $ 359,250 | |||||||||||||||||||
Asset Purchase [Member] | Gault Sea Food, LLC [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||
Payments to acquire businesses net of cash acquired | $ 359,250 | |||||||||||||||||||
Number of shares issued | shares | 8,355 | 8,355 | ||||||||||||||||||
Common stock fair value | $ 359,250 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Inventory purchased for resale | $ 1,707,713 | $ 3,052,518 | $ 863,967 |
Feeds and eggs processed | 105,955 | 156,984 | 72,733 |
In-transit inventory | 176,995 | 1,598,650 | 1,182,741 |
Inventory allowance | |||
Inventory, net | $ 1,990,663 | $ 4,808,152 | $ 2,119,441 |
Schedule of Estimated Usefule L
Schedule of Estimated Usefule Life of Assets (Details) | Dec. 31, 2022 |
RAS System [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Warehouse And Refrigeration Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Automobile [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Trade Show Booth [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Operating lease assets | $ 159,915 | $ 197,540 | $ 71,128 |
Operating lease liabilities - Current | 50,769 | 57,329 | 30,583 |
Operating lease liabilities - Noncurrent | $ 108,526 | $ 139,631 | $ 40,109 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Feb. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,500 | $ 37,626 | $ 58,723 |
ROU assets recognized in exchange for lease obligations: Operating leases | $ 185,135 |
Schedule of Remaining Lease Ter
Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 3 years 1 month 6 days | 3 years 8 months 12 days |
Weighted-average discount rate, Operating leases | 6.80% | 6.70% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
2024 | $ 59,001 | $ 70,241 | |
2025 | 43,941 | 58,827 | |
2026 | 43,941 | 43,767 | |
2027 | 10,985 | 43,767 | |
2027 | 10,942 | ||
Total lease payments | 174,118 | 227,544 | |
Less: amount of lease payments representing interest | (14,823) | (30,584) | |
Present value of future minimum lease payments | 159,295 | 196,960 | |
Less: current obligations under leases | (50,769) | (57,329) | $ (30,583) |
Non-current obligations | 108,526 | $ 139,631 | $ 40,109 |
2023 (three months remaining) | $ 16,250 |
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 ($) shares | Dec. 31, 2021 USD ($) shares | |
Product Information [Line Items] | ||||||||
Goodwill impairment | $ 0 | $ 1,244,309 | $ 0 | |||||
Impairment charges | 2,679,978 | 374,300 | ||||||
Impairment of long-lived tangible assets | 0 | 1,873,619 | ||||||
Cash equivalents | 0 | 0 | ||||||
Sales return and allowances | 94,000 | 66,000 | ||||||
Allowance for bad debt | 0 | 0 | ||||||
Net realizable value | 743,218 | |||||||
Cost of revenue | $ 1,586,478 | $ 3,973,656 | 4,775,102 | $ 11,431,331 | $ 13,419,133 | 7,979,830 | ||
Foreign Currency Translation Adjustment, Description | The rate used in the financial statements for TOBC as presented for December 31, 2022 was 0.80 Canadian Dollars to U.S. Dollars and for December 31, 2021 was 0.79 Canadian Dollars to U.S. Dollars | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax, Portion Attributable to Parent | $ 60,100 | 54,200 | ||||||
Advertising expenses | $ 5,400 | $ 5,700 | ||||||
Converted into common shares | shares | 500 | |||||||
Stock option exercised | shares | 4,121,633 | 3,431,250 | ||||||
Warrant exercise | shares | 353,250 | |||||||
Interest Payable | $ 67,000 | $ 143,300 | ||||||
Income Tax Examination, Penalties and Interest Expense | $ 0 | $ 0 | ||||||
Credit loss expense | 3,239 | |||||||
Inventory adjustment based on gross loss recogized | 0 | |||||||
Stock split ratio | one-for-twenty reverse stock split | |||||||
Board of Directors Chairman [Member] | ||||||||
Product Information [Line Items] | ||||||||
Voting rights | 87.08 | |||||||
Stock split ratio | 1-for-2 and not more than 1-for-50 | |||||||
Warrant [Member] | ||||||||
Product Information [Line Items] | ||||||||
Warrant exercise | shares | 2,413,500 | 1,538,500 | ||||||
Convertible Preferred Stock [Member] | ||||||||
Product Information [Line Items] | ||||||||
Shares outstanding | shares | 1,413 | |||||||
Converted into common shares | shares | 706,500 | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Ten Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 59% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 36% | 24% | ||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 52% | |||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Ten Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 59% | |||||||
Cost of Goods and Service, Segment Benchmark [Member] | Customer Concentration Risk [Member] | Five Suppliers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 70% | |||||||
Cost of Goods and Service, Segment Benchmark [Member] | Indonesia Vietnam And China [Member] | Five Suppliers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 76% | |||||||
Cost of Goods and Service, Segment Benchmark [Member] | Geographic Concentration Risk [Member] | Five Suppliers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 29% | |||||||
Cost of Goods and Service, Segment Benchmark [Member] | Geographic Concentration Risk [Member] | Four Suppliers [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 80% | |||||||
Cost of Goods and Service, Segment Benchmark [Member] | Geographic Concentration Risk [Member] | Nonaffiliated Mexican Supplier [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 42% | |||||||
Related Party [Member] | ||||||||
Product Information [Line Items] | ||||||||
Due from related party for future shipments | $ 1,300,000 | 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||
Bacolod Blue Star Export Corp [Member] | ||||||||
Product Information [Line Items] | ||||||||
Cost of revenue | $ 0 | $ 0 | 0 | 0 | ||||
Customer Relationships [Member] | ||||||||
Product Information [Line Items] | ||||||||
Impairment charges | 1,595,677 | $ 374,300 | ||||||
Trademarks [Member] | ||||||||
Product Information [Line Items] | ||||||||
Impairment charges | 1,006,185 | |||||||
Non Compete Agreement [Member] | ||||||||
Product Information [Line Items] | ||||||||
Impairment charges | $ 78,116 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net loss | $ 445,813 | $ 3,738,089 | $ 3,848,950 | $ 6,229,168 | $ 13,194,969 | $ 2,605,374 |
Accumulated deficit | 33,188,070 | 33,188,070 | 29,339,120 | $ 16,144,151 | ||
Working capital deficit | 1,254,840 | 1,254,840 | 3,013,281 | |||
Stockholder debt | $ 768,839 | $ 768,839 | $ 893,000 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Other current assets | $ 2,102,377 | $ 671,933 | $ 3,702,661 |
Prepaid inventory | $ 1,471,492 | $ 441,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 305,084 | $ 2,399,303 | $ 2,082,548 |
Less: Accumulated depreciation and impairment | (37,523) | (2,278,903) | (178,145) |
Fixed assets, net | 267,561 | 120,400 | 1,904,403 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 47,909 | 97,624 | 90,707 |
RAS System [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 129,677 | 2,089,909 | 1,963,734 |
Automobiles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 122,715 | 23,188 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 17,904 | 89,055 | $ 4,919 |
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 | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 3,200 | $ 168,900 | $ 231,000 | $ 104,000 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning balance | $ 445,395 | $ 445,395 | ||
Acquisitions of Taste of aquafarms inc | 132,551 | 150,855 | 296,793 | |
Ending balance | 445,395 | |||
Taste Of Bc Of Aquafarms Inc [Member] | ||||
Beginning balance | $ 445,395 | 445,395 | 445,395 | |
Acquisitions of Taste of aquafarms inc | 836,669 | |||
Impairment loss foreign currency loss | (1,282,064) | |||
Impairment loss foreign currency loss | 1,282,064 | |||
Ending balance | $ 445,395 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 3,497,806 | $ 4,097,643 |
Accumulated amortization and impairment | (3,497,806) | (784,885) |
Net Book Value | $ 3,312,758 | |
Trademarks Coastal Pride [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (Years) | 14 years | 14 years |
Cost | $ 850,000 | $ 850,000 |
Accumulated amortization and impairment | (850,000) | (118,050) |
Net Book Value | $ 731,950 | |
Trademarks T O B C [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (Years) | 15 years | 15 years |
Cost | $ 406,150 | $ 406,150 |
Accumulated amortization and impairment | (406,150) | (13,027) |
Net Book Value | $ 393,123 | |
Customer Relationships Coastal Pride [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (Years) | 12 years | 12 years |
Cost | $ 1,486,832 | $ 1,250,000 |
Accumulated amortization and impairment | (1,486,832) | (574,625) |
Net Book Value | $ 675,375 | |
Customer Relationships T O B C [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (Years) | 15 years | 15 years |
Cost | $ 592,979 | $ 1,454,017 |
Accumulated amortization and impairment | (592,979) | (46,634) |
Net Book Value | $ 1,407,383 | |
Noncompete Agreements Coastal Pride [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (Years) | 3 years | 3 years |
Cost | $ 40,000 | $ 40,000 |
Accumulated amortization and impairment | (40,000) | (20,825) |
Net Book Value | $ 19,175 | |
Noncompete Agreements T O B C [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period (Years) | 4 years | 4 years |
Cost | $ 121,845 | $ 97,476 |
Accumulated amortization and impairment | (121,845) | (11,724) |
Net Book Value | $ 85,752 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 29,868 | $ 226,122 | $ 315,420 | $ 244,879 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 15, 2023 USD ($) | Sep. 11, 2023 shares | Aug. 04, 2023 USD ($) | Jul. 27, 2023 USD ($) $ / shares shares | Jun. 23, 2023 USD ($) | Jun. 16, 2023 USD ($) | Jun. 14, 2023 USD ($) | Jan. 24, 2022 USD ($) $ / shares shares | Oct. 08, 2021 USD ($) | Jul. 06, 2021 USD ($) | Jun. 24, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) shares | Apr. 29, 2021 USD ($) shares | Apr. 27, 2021 $ / shares shares | Mar. 02, 2021 USD ($) | Nov. 26, 2019 USD ($) $ / shares | Nov. 26, 2019 USD ($) $ / shares | Apr. 02, 2019 USD ($) shares | Mar. 26, 2019 USD ($) shares | Jan. 31, 2023 shares | 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 ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 30, 2023 USD ($) $ / shares shares | Apr. 22, 2022 $ / shares | Nov. 01, 2021 USD ($) | Oct. 01, 2021 USD ($) | Aug. 03, 2021 $ / shares | Apr. 27, 2021 CAD ($) | Jan. 02, 2021 USD ($) | Apr. 02, 2020 USD ($) | Nov. 15, 2019 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 200,000 | $ 200,000 | $ 899,999 | $ 200,000 | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 353,250 | |||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 | $ 2.40 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 2.40 | |||||||||||||||||||||||||||||||||||
Debt outstanding | $ 1,666,666 | |||||||||||||||||||||||||||||||||||
Debt instrument conversion of shares | shares | 666,666 | |||||||||||||||||||||||||||||||||||
Payment of debt total | $ 1,175,973 | |||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | shares | 987,741 | 987,741 | 987,741 | 23,705 | ||||||||||||||||||||||||||||||||
Proceeds from loan | $ 371,944 | |||||||||||||||||||||||||||||||||||
Interest expenses | $ 799,690 | $ 336,378 | $ 1,470,143 | $ 893,146 | $ 1,678,097 | 320,524 | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | shares | 500 | |||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.30 | $ 2.30 | ||||||||||||||||||||||||||||||||||
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 conversion price | $ / shares | $ 90 | |||||||||||||||||||||||||||||||||||
Ownership percentage | 19.90% | |||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | shares | 1,379,212 | |||||||||||||||||||||||||||||||||||
Debt instrument carrying value | 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||
Lobo Holdings L L C [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,877 | |||||||||||||||||||||||||||||||||||
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 | $ 893,000 | $ 960,000 | ||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 6% | 6% | 6% | |||||||||||||||||||||||||||||||||
Repayments of unsecured debt | $ 124,161 | 67,000 | $ 339,712 | |||||||||||||||||||||||||||||||||
Interest expenses | 39,930 | 41,700 | ||||||||||||||||||||||||||||||||||
Ceba Loan [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 60,000 | $ 60,000 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 5% | 5% | ||||||||||||||||||||||||||||||||||
Debt instrument, description | the Company had paid 75% of the loan amount, the remaining 25% will be forgiven as per the loan agreement. If less than 75% of the loan amount is outstanding by December 31, 2022 | |||||||||||||||||||||||||||||||||||
Description on maturity date | The loan initially bears no interest and is due on December 31, 2025. The borrower may prepay all or part of the loan commencing November 1, 2022 and, if by December 31, 2022 | |||||||||||||||||||||||||||||||||||
Five Year Unsecured Promissory Note [Member] | Walter F. Lubkin, Jr. [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 4% | 4% | ||||||||||||||||||||||||||||||||||
Interest expenses | 10,600 | 13,500 | 18,000 | 19,700 | ||||||||||||||||||||||||||||||||
Monthly payment | $ 34,205 | 104,640 | ||||||||||||||||||||||||||||||||||
Debt instrument covenant, description | The note bears and interest rate of 4% per annum. The note is payable quarterly based on an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter | 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. | ||||||||||||||||||||||||||||||||||
Outstanding accrued interest | $ 7,030 | 38,799 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,573 | 3,573 | ||||||||||||||||||||||||||||||||||
Thirty Nine Month Unsecured Promissory Note [Member] | Walter Lubkin Three [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 87,842 | $ 87,842 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 4% | 4% | ||||||||||||||||||||||||||||||||||
Interest expenses | 1,700 | 3,300 | ||||||||||||||||||||||||||||||||||
Monthly payment | 16,257 | 75,707 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||||||||||||||||||||||||||||||
Thirty Nine Month Unsecured Promissory Note [Member] | Tracy Greco [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 71,372 | $ 71,372 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 4% | 4% | ||||||||||||||||||||||||||||||||||
Interest expenses | 1,400 | 2,700 | ||||||||||||||||||||||||||||||||||
Monthly payment | 13,209 | 61,511 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||||||||||||||||||||||||||||||
Thirty Nine Month Unsecured Promissory Note [Member] | John Lubkin [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 50,786 | $ 50,786 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 4% | 4% | ||||||||||||||||||||||||||||||||||
Interest expenses | 1,000 | 1,900 | ||||||||||||||||||||||||||||||||||
Monthly payment | $ 9,399 | 43,771 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||
Debt instrument, description | The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 | |||||||||||||||||||||||||||||||||||
Kenar Note [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 227,378 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 18% | |||||||||||||||||||||||||||||||||||
Interest expenses | 79,100 | |||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | shares | 105,757 | |||||||||||||||||||||||||||||||||||
Other expenses | $ 2,655,292 | |||||||||||||||||||||||||||||||||||
Kenar Note [Member] | Kenar Overseas Corp [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 18% | |||||||||||||||||||||||||||||||||||
Description on maturity date | the term of which was previously extended to March 31, 2020 after which time, on May 21, 2020, the Kenar Note was amended to (i) set the maturity date at March 31, 2021 | |||||||||||||||||||||||||||||||||||
Number of shares pledged to secure company's obligation | shares | 4,000,000 | |||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | shares | 1,021,266 | |||||||||||||||||||||||||||||||||||
Lobo Note [Member] | Lobo Holdings L L C [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 18% | 15% | ||||||||||||||||||||||||||||||||||
Description on maturity date | The Lobo Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions | |||||||||||||||||||||||||||||||||||
Number of shares pledged to secure company's obligation | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||
Four Month Unsecured Promissory Notes [Member] | Lobo Holdings L L C [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 10% | |||||||||||||||||||||||||||||||||||
Interest expenses | $ 8,300 | |||||||||||||||||||||||||||||||||||
Six Month Unsecured Promissory Notes [Member] | Lobo Holdings L L C [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 10% | |||||||||||||||||||||||||||||||||||
Three Month Unsecured Promissory Notes [Member] | Lobo Holdings L L C [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 10% | |||||||||||||||||||||||||||||||||||
One Month Unsecured Promissory Notes [Member] | Lobo Holdings L L C [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 10% | |||||||||||||||||||||||||||||||||||
Unsecured Promissory Notes [Member] | U S Century [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 371,944 | |||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 1% | |||||||||||||||||||||||||||||||||||
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 borrowing capacity | 4,182,971 | 4,182,971 | ||||||||||||||||||||||||||||||||||
Line of credit working capital | 2,405,034 | |||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 1,700,410 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 643,777 | |||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | shares | 690,000 | |||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 5,750,000 | $ 1,200,000 | ||||||||||||||||||||||||||||||||||
Debt instrument rate stated percentage | 125% | 120% | ||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
Direct issuance cost | 87,144 | |||||||||||||||||||||||||||||||||||
Warrants issuance cost | $ 1,035,253 | |||||||||||||||||||||||||||||||||||
Interest expenses | 643,778 | $ 685,074 | 1,378,620 | |||||||||||||||||||||||||||||||||
Repayment description | The outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the note | |||||||||||||||||||||||||||||||||||
Monthly payment | $ 333,333 | |||||||||||||||||||||||||||||||||||
Debt weighted average interest rate | 80% | |||||||||||||||||||||||||||||||||||
Debt instrument conversion price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||
Ownership percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||
Debt instrument, description | Upon a change of control of the Company, as defined in the note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the note at a price per share equal to the lesser of the Repayment Share Price or the conversion price | |||||||||||||||||||||||||||||||||||
Debt outstanding | $ 2,075,900 | 3,439,557 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion of shares | shares | 1,379,212 | |||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | shares | 50,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ / shares | $ 90 | |||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
Note Pay Off Indemnity Agreement [Member] | Kenar [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt Instrument | $ 918,539 | |||||||||||||||||||||||||||||||||||
Payroll Protection Program Loan [Member] | Unsecured Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from loan | $ 371,944 | |||||||||||||||||||||||||||||||||||
Terminated Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt outstanding | $ 93,400 | |||||||||||||||||||||||||||||||||||
Payment of debt total | 108,400 | |||||||||||||||||||||||||||||||||||
Outstanding accrued interest | 9,900 | |||||||||||||||||||||||||||||||||||
Payment for other fees | $ 4,900 | |||||||||||||||||||||||||||||||||||
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 | 1,776,068 | ||||||||||||||||||||||||||||||||||
Description | The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and will pay an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance, in order to increase imports to meet customer demand | |||||||||||||||||||||||||||||||||||
Line of credit guaranty | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 50,000 | $ 50,000 | 50,000 | |||||||||||||||||||||||||||||||||
A F C [Member] | Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||
Line of credit borrowing capacity | $ 784,450 | 13,144,141 | ||||||||||||||||||||||||||||||||||
Line of credit working capital | $ 12,552,008 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Business Acquisition [Line Items] | |
Cash | $ 814,000 |
Common stock, 167,093 shares of common stock of the Company | 1,975,483 |
Promissory notes to Sellers | 162,400 |
Contingent consideration - Common stock, 344,957 shares of common stock of the Company in escrow | 689,914 |
Fair value of total consideration | 3,641,797 |
Fixed assets acquired | 2,137,650 |
Trademarks | 406,150 |
Customer relationships | 592,979 |
Non-compete agreements | 121,845 |
Goodwill | 836,669 |
Liabilities assumed | (453,496) |
Fair market value of net assets acquired | 3,641,797 |
Fair Value Of Consideration Tranferred And Recording Of Assets Acquired [Member] | |
Business Acquisition [Line Items] | |
Cash | 359,250 |
Common stock, 167,093 shares of common stock of the Company | 359,250 |
Fair value of total consideration | 757,731 |
Fixed assets acquired | 146,600 |
Customer relationships | 611,131 |
Fair market value of net assets acquired | 757,731 |
Transaction costs | $ 39,231 |
Common Stock [Member] | Taste of BC Aquafarms Inc [Member] | |
Business Acquisition [Line Items] | |
Business combination number of shares | shares | 987,741 |
Number of shares issued in escrow | $ 344,957 |
Common Stock [Member] | Fair Value Of Consideration Tranferred And Recording Of Assets Acquired [Member] | |
Business Acquisition [Line Items] | |
Business combination number of shares | shares | 167,093 |
Schedule of Proforma Informatio
Schedule of Proforma Information (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ | $ 12,029,325 |
Net loss attributable to common shareholders | $ | $ (3,102,683) |
Business acquisitions pro forma basic | $ / shares | $ (0.14) |
Business acquisitions pro forma diluted | $ / shares | $ (0.14) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 03, 2022 USD ($) shares | Aug. 03, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) shares | Jun. 24, 2021 USD ($) shares | Apr. 27, 2021 CAD ($) shares | Jan. 31, 2023 shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 CAD ($) | Jul. 09, 2021 CAD ($) | Jun. 24, 2021 CAD ($) | |
Business Acquisition [Line Items] | |||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 398,482 | $ 398,482 | $ 790,593 | ||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 899,999 | $ 200,000 | ||||||||||
Common stock issued for cash, shares | shares | 987,741 | 987,741 | 987,741 | 23,705 | |||||||||
Common stock issued held in escrow value shares | shares | 344,957 | 344,957 | |||||||||||
Common stock per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
December Thirty First Two Thousand And Twenty Five [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Notes Payable | $ 60,000 | ||||||||||||
Mortgage Loan [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Notes Payable | $ 490,000 | ||||||||||||
Acquisition Of Gault Seafood [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 359,250 | ||||||||||||
Stock issued during period shares acquisitions | shares | 167,093 | ||||||||||||
Stock issued during period value acquisitions | $ 359,250 | ||||||||||||
Private Placement [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock per share | $ / shares | $ 2 | ||||||||||||
T O B C [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction Costs | $ 31,000 | ||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 5,000,000 | $ 4,000,000 | |||||||||||
Taste of BC Aquafarms Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||
Taste of BC Aquafarms Inc [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cumulative Earnings (Deficit) | 1,300,000 | 1,300,000 | |||||||||||
Taste of BC Aquafarms Inc [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cumulative Earnings (Deficit) | $ 1,300,000 | $ 1,300,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 11, 2023 USD ($) shares | Aug. 22, 2023 USD ($) shares | Feb. 14, 2023 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 21, 2022 USD ($) shares | Dec. 01, 2022 USD ($) shares | Nov. 01, 2022 USD ($) shares | Oct. 01, 2022 USD ($) shares | Sep. 26, 2022 USD ($) shares | Sep. 01, 2022 USD ($) shares | Aug. 25, 2022 USD ($) shares | Aug. 01, 2022 USD ($) shares | Aug. 01, 2022 USD ($) shares | Jul. 01, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 03, 2022 USD ($) shares | Jun. 03, 2022 USD ($) shares | Jun. 02, 2022 USD ($) shares | Jun. 01, 2022 USD ($) shares | May 01, 2022 USD ($) shares | Apr. 05, 2022 USD ($) shares | Apr. 04, 2022 USD ($) shares | Apr. 02, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Feb. 03, 2022 USD ($) shares | Jan. 24, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 05, 2021 USD ($) $ / shares shares | Aug. 03, 2021 USD ($) $ / shares shares | Jul. 21, 2021 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jun. 24, 2021 CAD ($) shares | Jun. 24, 2021 CAD ($) shares | May 31, 2021 USD ($) shares | Apr. 30, 2021 USD ($) shares | Apr. 29, 2021 USD ($) shares | Apr. 27, 2021 CAD ($) shares | Apr. 19, 2021 USD ($) shares | Apr. 15, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Mar. 30, 2021 USD ($) shares | Feb. 08, 2021 USD ($) shares | Jul. 02, 2020 USD ($) shares | Jan. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 30, 2023 USD ($) $ / shares shares | Apr. 27, 2021 $ / shares | Apr. 27, 2021 CAD ($) | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ / shares | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 26,766,425 | 24,671,318 | 5,970,011 | 5,970,011 | 26,766,425 | 24,671,318 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 26,766,425 | 24,671,318 | 5,970,011 | 5,970,011 | 26,766,425 | 24,671,318 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 987,741 | 987,741 | 987,741 | 23,705 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued, value | $ 2,800,000 | $ 6,596,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock compensation expenses | $ | $ 109,000 | $ 388,554 | $ 667,998 | 644,220 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 10,465 | 5,000 | 12,500 | 10,465 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 75,871 | $ 28,500 | $ 25,000 | $ 24,697 | 667,998 | 644,220 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 899,999 | $ 200,000 | $ 200,000 | 899,999 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock compensation expense | $ | 54,718 | 187,385 | 549,231 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2.30 | $ 2.30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 182,982 | 17,004 | 250,000 | 250,000 | $ 882,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 353,250 | 353,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Due on convertible promissory note | $ | 2,007,435 | $ 1,118,888 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 1,338,321 | 1,338,321 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 1,338,321 | 1,338,321 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued, value | $ | $ 281,389 | $ 200,000 | $ 1,880,692 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | 68,000 | 18,000 | 23,000 | $ 57,221 | $ 257,362 | $ 73,971 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for debt, value | $ | 551,269 | $ 758,589 | 1,743,230 | $ 447,777 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 76,323 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gault Seafood [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 167,093 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 359,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gault Seafood [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [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] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 15,385 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intelligent Investments I, LLC [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 769 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TraDigital Marketing Group [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 10,000 | 500 | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 13,800 | $ 13,800 | $ 9,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TraDigital Marketing Group [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 9,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark Crone [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Newbridge Securities Corporation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 24,816 | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 156,341 | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Newbridge Securities Corporation [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,240 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 156,341 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intelligent Investment I LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 24,194 | 18,405 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intelligent Investment I LLC [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,209 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TraDigital Marketing Group [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Clear Think Capital [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 91,612 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued, value | $ | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 9,231 | 6,593 | 9,524 | 5,217 | 4,615 | 4,615 | 4,839 | 4,444 | 222 | 3,922 | 2,871 | 34,277 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for commitment fees | 62,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for commitment fees, value | $ | $ 141,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Clear Think Capital [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 196 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SRAX, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 9,569 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock compensation expense | $ | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SRAX, Inc. [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lind [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 222,222 | 222,222 | 222,222 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 100,000 | $ 176,666 | $ 271,111 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for debt | 222,222 | 222,222 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 1,379,212 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued, value | $ | $ 3,053,089 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ | $ 1,108,800 | 1,108,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for debt, value | $ | $ 176,666 | $ 271,111 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Due on convertible promissory note | $ | 2,075,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on settlement of debt | $ | $ 977,188 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aegis Capital Corp. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 410,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 40,000 | 40,000 | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from public offering | $ | $ 1,692,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kenar Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 105,757 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ | $ 227,378 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Banking Engagement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued, value | $ | $ 138,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock compensation expenses | $ | $ 69,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor Relations Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,000 | 5,000 | 5,000 | 5,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 30,000 | $ 36,250 | $ 31,500 | $ 11,800 | $ 25,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Intelligent Investments I, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 52,326 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 171,106 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock compensation expense | $ | $ 136,885 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subscription Arrangement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales Agreement [Member] | Roth Capital Patners LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 7,564 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 76,323 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 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] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ | $ 5,750,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2.45 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 1,000,000 | 435,035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A 8% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend rate | 8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends, shares | 706,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends | $ | $ 1,413 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | 2,413,500 | 1,538,500 | 2,413,500 | 1,538,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Newbridge Securities Corporation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 56,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Investor Relations Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 125,000 | 370,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 250,000 | $ 882,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Investor Relations Consulting Agreement [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 6,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Subscription Arrangement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend rate | 8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | 1,413 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Share Holders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for debt | 706,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board Of Directors [Member] | Eight Percentage Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of designated preferred stock | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stockholders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of dividend shares | 11,975 | 11,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Dividend | $ | $ 28,260 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Walter Lubkin Jr Walter Lubkin Three Tracy Greco John Lubkin [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 16,460 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ | $ 39,504 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John Keeler [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 62,500 | 10,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trond Ringstad [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | 15,107 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey Guzy [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 143,750 | 19,909 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Juan Carlos Dalto And Silvia Alana [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 43,403 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total fair value | $ | $ 222,222 | $ 222,222 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Walter F. Lubkin, Jr. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 440,572 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Walter Lubkin And Tracy Greco And John Lubkin [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares issued for services | $ | $ 176,228 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected Volatility, Minimum | 39% | 39% |
Expected volatility, maximum | 48% | 48% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate, Minimum | 2.87% | 0.90% |
Expected life of options,Minimum | 3 years | 1 year 11 months 26 days |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate, Maximum | 4.27% | 1.69% |
Expected life of options,Minimum | 5 years | 5 years |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of option, outstanding begining | 4,461,511 | 4,429,680 | 3,810,000 |
Weighted average exercise price, outstanding beginning | $ 2 | $ 2 | |
Weighted average remaining contractual life in years, outstanding beginning | 6 years 2 months 23 days | 7 years 10 months 13 days | |
Number of option, exercisable | 4,121,633 | 3,807,127 | 3,280,000 |
Weighted average exercise price, exercisable beginning | $ 2 | $ 2 | |
Weighted average remaining contractual life in years, exercisable beginning | 6 years 9 months 29 days | 7 years 10 months 13 days | |
Aggregate intrinsic value, exercisable beginning | $ 721,600 | ||
Number of Option, granted | 208,248 | 683,430 | |
Weighted average exercise price, granted | $ 1.82 | $ 2.12 | |
Number of option, forfeited | (176,417) | (63,750) | |
Weighted average exercise price, forfeited | $ 2.30 | $ 2 | |
Number of option, vested | 4,121,633 | 3,807,127 | |
Weighted average exercise price, vested | |||
Weighted Average Exercise Price, Outstanding Beginning | 2 | ||
Weighted Average Exercise Price Exercisable Beginning | 2 | ||
Aggregate Intrinsic Value Exercisable, Beginning | |||
Number of option, outstanding ending | 4,461,511 | 4,429,680 | |
Weighted average exercise price, outstanding ending | $ 2 | ||
Weighted average remaining contractual life in years, outstanding | 5 years 3 months | ||
Number of option, exercisable ending | 4,121,633 | 3,807,127 | |
Weighted average exercise price, outstanding ending | $ 2 | ||
Weighted average remaining contractual life in years, exercisable | 5 years 3 months 10 days | ||
Aggregate intrinsic value exercisable, ending | |||
Revision of Prior Period, Adjustment [Member] | |||
Number of option, outstanding begining | 223,076 | ||
Weighted average exercise price, outstanding beginning | $ 40.05 | ||
Number of option, exercisable | 206,082 | ||
Weighted average exercise price, exercisable beginning | $ 40.05 | ||
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 | |
Weighted average remaining contractual life in years, outstanding | 4 years 6 months 7 days | 5 years 3 months | |
Number of option, exercisable ending | 215,969 | 206,082 | |
Weighted average exercise price, outstanding ending | $ 38.74 | $ 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, ending |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Nov. 22, 2022 | Sep. 16, 2022 | Apr. 20, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expense for vested stock option | $ 54,718 | $ 187,385 | $ 549,231 | ||||
Share-based payment award, options, grants in period, gross | 208,248 | 683,430 | |||||
Number of options forfeited | 176,417 | 63,750 | |||||
Number of vested | 4,121,633 | 3,807,127 | |||||
Option exercise price | $ 1.82 | $ 2.12 | |||||
Non-vested options outstanding | 339,878 | 998,431 | |||||
Tasteof B C [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock option purchase | 176,417 | ||||||
Option exercise price | $ 2.30 | ||||||
Warrant term | 5 years | ||||||
Reversed expense | $ 76,400 | $ 79,023 | |||||
Valuation Technique, Option Pricing Model [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based payment award, options, grants in period, gross | 683,430 | ||||||
Unrecognized outstanding amount | $ 823,670 | ||||||
Number of options forfeited | 85,000 | ||||||
Number of vested | 12,500 | ||||||
Value of reversal expenses on shares forfeited | $ 13,580 | ||||||
Stock options recognized period | 3 years | ||||||
Valuation Technique, Option Pricing Model [Member] | Stock Option One [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based payment award, options, grants in period, gross | 175,000 | ||||||
Estimated fair value of option granted during period | 84,334 | ||||||
Stock price | $ 1.57 | ||||||
Volatility rate | 39.23% | ||||||
Risk-free interest rate | 2.87% | ||||||
Cost not yet recognized, amount | $ 72,620 | ||||||
Valuation Technique, Option Pricing Model [Member] | Stock Option Two [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based payment award, options, grants in period, gross | 27,552 | ||||||
Estimated fair value of option granted during period | 8,409 | ||||||
Stock price | $ 0.86 | ||||||
Volatility rate | 46.72% | ||||||
Risk-free interest rate | 3.81% | ||||||
Cost not yet recognized, amount | $ 7,600 | ||||||
Valuation Technique, Option Pricing Model [Member] | Stock Option Three [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based payment award, options, grants in period, gross | 2,696 | ||||||
Estimated fair value of option granted during period | 1,615 | ||||||
Stock price | $ 0.79 | ||||||
Volatility rate | 46.72% | ||||||
Risk-free interest rate | 4.27% | ||||||
Cost not yet recognized, amount | $ 1,558 | ||||||
Valuation Technique, Option Pricing Model [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Estimated fair value of option granted during period | 1,251,598 | ||||||
Employee [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock option purchase | 5,696 | 27,552 | |||||
Option exercise price | $ 0.79 | $ 0.86 | |||||
Warrant term | 3 years | 3 years | |||||
Contractors [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 10 years | ||||||
Stock option purchase | 25,000 | ||||||
Exercise price | $ 2 | ||||||
Stock option vesting percentage | 25% | ||||||
Director [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 5 years | 3 years | |||||
Stock option purchase | 175,000 | 500,000 | |||||
Exercise price | $ 2 | $ 2 | |||||
Share-based payment award, options, grants in period, gross | 25,000 | ||||||
Stock granted for service | $ 25,000 | ||||||
Option awarded term | each director was granted a five-year option to purchase | ||||||
Option exercise price | $ 2 | ||||||
Number of shares vested | 1,250 | ||||||
Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 5 years | ||||||
Stock option purchase | 7,013 | ||||||
Exercise price | $ 6 | ||||||
Employee One [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 3 years | ||||||
Stock option purchase | 27,552 | ||||||
Exercise price | $ 0.86 | ||||||
Employee Two [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 3 years | ||||||
Stock option purchase | 5,696 | ||||||
Exercise price | $ 0.79 | ||||||
Board Of Directors [Member] | Last Trading Dayof Calendar Year [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock granted for service | $ 5,000 | ||||||
Audit Committee [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock granted for service | 15,000 | ||||||
Compensation Committee [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock granted for service | 10,000 | ||||||
Nominating And Governance Committee [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock granted for service | $ 7,500 | ||||||
Two Thousand Eighteet Plan [Member] | Christopher Constable [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 10 years | ||||||
Stock option purchase | 3,120,000 | ||||||
Exercise price | $ 2 | ||||||
Vested grant date | 1 year | ||||||
Two Thousand Eighteet Plan [Member] | Long Term Employees [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 10 years | ||||||
Stock option purchase | 351,250 | ||||||
Exercise price | $ 2 | ||||||
Stock option vesting percentage | 25% | ||||||
Two Thousand Eighteet Plan [Member] | Employee [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option term | 10 years | ||||||
Stock option purchase | 250,000 | ||||||
Exercise price | $ 2 | ||||||
Stock option vesting percentage | 20% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Weighted average exercise price, outstanding beginning | $ 2 | |
Weighted Average Exercise Price Exercisable Beginning | 2 | |
Aggregate Intrinsic Value Exercisable, Beginning | ||
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 1 year 3 months 25 days | |
Revision of Prior Period, Adjustment [Member] | ||
Weighted average exercise price, outstanding beginning | $ 40.05 | |
Warrant [Member] | ||
Number of Shares, Warrants Outstanding Beginning | 2,413,500 | 1,538,500 |
Weighted average exercise price, outstanding beginning | $ 2.11 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 2 years 6 months | |
Number of Shares, Warrants Exercisable Beginning | 2,413,500 | 1,538,500 |
Weighted Average Exercise Price Exercisable Beginning | 3.11 | 2.11 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 2 years 6 months | |
Aggregate Intrinsic Value Exercisable, Beginning | ||
Number of Shares, Warrants Granted | 1,000,000 | |
Weighted Average Exercise Price Granted | ||
Number of Shares, Warrants Exercised | (125,000) | |
Weighted Average Exercise Price Exercised | 2 | |
Number of Shares, Warrants Forfeited or Expired | ||
Weighted Average Exercise Price Forfeited or Expired | ||
Number of Shares, Warrants Outstanding Ending | 2,413,500 | |
Weighted Average Exercise Price, Outstanding Ending | $ 3.11 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 1 year 3 months 25 days | |
Number of Shares, Warrants Exercisable Ending | 2,413,500 | |
Weighted Average Exercise Price Exercisable Ending | 3.11 | |
Aggregate Intrinsic Value Exercisable, Ending | ||
Weighted Average Exercise Price, Outstanding Beginning | $ 3.11 | |
Warrant [Member] | Revision of Prior Period, Adjustment [Member] | ||
Number of Shares, Warrants Outstanding Beginning | 120,675 | |
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 | 120,675 |
Weighted Average Exercise Price, Outstanding Ending | $ 1.39 | $ 62.11 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 1 year 2 months 23 days | |
Number of Shares, Warrants Exercisable Ending | 9,081,673 | 120,675 |
Weighted Average Exercise Price Exercisable Ending | 1.39 | 62.11 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 1 year 2 months 23 days | |
Aggregate Intrinsic Value Exercisable, Ending | ||
Weighted Average Exercise Price, Outstanding Beginning | $ 62.11 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 9 Months Ended | 12 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 ($) | Dec. 31, 2021 $ / shares shares | Jul. 27, 2023 USD ($) $ / shares shares | May 30, 2023 USD ($) $ / shares shares | Feb. 14, 2023 shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 03, 2021 $ / shares | Jun. 24, 2021 CAD ($) | Apr. 27, 2021 $ / shares | Apr. 27, 2021 CAD ($) | |
Exercise price | $ 2.40 | $ 2 | |||||||||||
Number of accredited investors | seventy-seven | ||||||||||||
Warrant to purchase shares | shares | 353,250 | ||||||||||||
Issuance of non-interest bearing promissory note face value | $ 899,999 | $ 200,000 | $ 200,000 | ||||||||||
Stock price | $ 1,000 | ||||||||||||
Warrants issued | shares | 125,000 | ||||||||||||
Shares Issued, Price Per Share | $ 2.30 | $ 2.30 | |||||||||||
Proceeds from Warrant Exercises | $ | $ 4,578,293 | ||||||||||||
Series A-1 Warrants [Member] | |||||||||||||
Exercise price | $ 0.4655 | ||||||||||||
Warrant to purchase shares | shares | 10,741,139 | ||||||||||||
Expected term | 5 years | ||||||||||||
Series A-2 Warrants [Member] | |||||||||||||
Exercise price | $ 0.4655 | ||||||||||||
Warrant to purchase shares | shares | 10,741,139 | ||||||||||||
Expected term | 18 months | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Warrant to purchase shares | shares | 1,700,410 | ||||||||||||
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member] | |||||||||||||
Exercise price | $ 0.01 | ||||||||||||
Warrant to purchase shares | shares | 10,051,139 | 1,700,410 | |||||||||||
Fair value of warrant issued | $ | $ 4,619,851 | $ 2,094,054 | |||||||||||
Shares Issued, Price Per Share | $ 0.4555 | ||||||||||||
Class of warrant or right number of securities exercisable called by warrants or rights | 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 | 1.4906 | ||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pre Funded Warrants [Member] | |||||||||||||
Warrant measurement input | 0.0546 | ||||||||||||
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 | 1.4579 | ||||||||||||
Securities Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pre Funded Warrants [Member] | |||||||||||||
Warrant measurement input | 0.0540 | ||||||||||||
Newbridge Securities Corporation [Member] | |||||||||||||
Number of warrants or rights outstanding. | shares | 56,000 | ||||||||||||
Exercise price | $ 5 | ||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||
Issuance of non-interest bearing promissory note face value | $ | 1,108,800 | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Exercise price | $ 4.50 | $ 2.45 | |||||||||||
Warrant to purchase shares | shares | 1,000,000 | 435,035 | |||||||||||
Issuance of non-interest bearing promissory note face value | $ | $ 5,750,000 | $ 1,200,000 | |||||||||||
Expected term | 5 years | 5 years | |||||||||||
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 | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||
Warrant to purchase shares | shares | 50,000 | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Stock price | $ 3.97 | $ 2.14 | |||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Warrant measurement input | 0.4321 | 0.4601 | |||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Warrant measurement input | 0.0153 | 0.0381 | |||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||
Warrant measurement input | Integer | 2.45 | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Expected Term [Member] | |||||||||||||
Expected term | 5 years | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||
Exercise price | $ 4.50 | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Stock price | $ 0.26 | ||||||||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Warrant measurement input | 0.0460 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | |||||||||||||
Exercise price | $ 1.34 | ||||||||||||
Warrant to purchase shares | shares | 175,234 | ||||||||||||
Issuance of non-interest bearing promissory note face value | $ | $ 300,000 | ||||||||||||
Expected term | 5 years | ||||||||||||
Fair value of warrant issued | $ | $ 3,243 | $ 72,208 | |||||||||||
Shares Issued, Price Per Share | $ 1.34 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Stock price | 1.07 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Warrant measurement input | 0.4551 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Warrant measurement input | 0.0424 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||
Warrant measurement input | Integer | 1.34 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Expected Term [Member] | |||||||||||||
Expected term | 5 years | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Stock price | $ 0.26 | ||||||||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Warrant measurement input | 0.0460 | ||||||||||||
Aegis Capital Corp. [Member] | |||||||||||||
Exercise price | $ 3.98 | ||||||||||||
Warrant to purchase shares | shares | 40,000 | 40,000 | |||||||||||
Seventy Seven Accredited Investor [Member] | |||||||||||||
Number of warrants or rights outstanding. | shares | 1,500,000 | ||||||||||||
Exercise price | $ 2 | ||||||||||||
Investor [Member] | |||||||||||||
Exercise price | $ 2 | ||||||||||||
Warrant to purchase shares | shares | 17,500 |
Schedule of Rate Reconciliation
Schedule of Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision/(Benefit) at Statutory Rate | $ (2,770,944) | $ (557,193) |
Provision/(Benefit) at statutory rate, percent | 21% | 21% |
State Tax Provision/(Benefit) net of federal benefit | $ (309,886) | $ (94,610) |
State Tax Provision/(Benefit) net of federal benefit, percent | 2.35% | 3.72% |
Permanent Book/Tax Differences | $ 10,621 | $ 10,791 |
Permanent Book/Tax Differences, percent | (0.08%) | (0.04%) |
Change in valuation allowance | $ 2,751,592 | $ 969,497 |
Change in valuation allowance, percent | (20.85%) | (36.54%) |
Other | $ 318,617 | $ (326,385) |
Other, percent | (2.42%) | 12.30% |
Income Tax Provision/(Benefit) | $ 2,100 | |
Income tax provision benefit, percent | 0.07% |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Asset (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Business Interest Limitation | $ 627,930 | $ 713,822 |
Fixed Assets | 140,494 | (437,993) |
Stock based compensation | 1,017,629 | 817,012 |
Net Operating loss carryovers | 2,089,409 | 741,742 |
Non-Capital Losses | 365,053 | |
Other | 46,385 | (299,273) |
Net Deferred Tax Asset/(Liability) | 4,286,900 | 1,535,310 |
Valuation Allowance | (4,286,900) | (1,535,310) |
Net Deferred Tax Asset/(Liability) |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | $ 8,984,664 | $ 4,668,349 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 01, 2023 USD ($) ft² | Feb. 03, 2023 USD ($) | Feb. 03, 2022 USD ($) ft² | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2023 CAD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 20 years | |||||||||
Lease expiration dated escription | expiring in July 2021 | expiring in July 2021 | ||||||||
Area of land held. | ft² | 4,756 | |||||||||
Operating lease, payments | $ 1,500 | $ 37,626 | $ 58,723 | |||||||
Rental and equipment lease expenses | $ 130,910 | $ 122,100 | 168,000 | $ 63,500 | ||||||
Settlement Agreement [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Reserved for settlement | $ 70,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Operating lease, payments | $ 1,500 | |||||||||
Coastal Pride Seafood LLC [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Area of land held. | ft² | 1,100 | 1,100 | 1,100 | |||||||
Operating lease, payments | $ 15,000 | |||||||||
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 | |||||||||
Coastal Pride Seafood LLC [Member] | Subsequent Event [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 1 year | |||||||||
Lease expiration dated escription | lease will expire on September 30, 2024. | |||||||||
Area of land held. | ft² | 1,100 | |||||||||
Operating lease, payments | $ 1,000 | |||||||||
Rental and equipment lease expenses | $ 1,255 | |||||||||
Gault Sea Food, LLC [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 1 year | |||||||||
Area of land held. | ft² | 9,050 | |||||||||
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 | $ 63,800 | |||||||
Coastal Pride Lease Agreement [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Operating lease, payments | $ 12,045 |
Schedule of Lease-Related Ass_2
Schedule of Lease-Related Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Events [Abstract] | |||
Operating lease assets | $ 159,915 | $ 197,540 | $ 71,128 |
Operating lease liabilities - Current | 50,769 | 57,329 | 30,583 |
Operating lease liabilities - Noncurrent | $ 108,526 | $ 139,631 | $ 40,109 |
Schedule of Supplemental Cash_2
Schedule of Supplemental Cash Flow Information Related to Lease (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Feb. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | |||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,500 | $ 37,626 | $ 58,723 |
ROU assets recognized in exchange for lease obligations: Operating leases | $ 185,135 |
Schedule of Remaining Lease T_2
Schedule of Remaining Lease Term And Discount Rates For operating Lease (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Events [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 3 years 1 month 6 days | 3 years 8 months 12 days |
Weighted-average discount rate, Operating leases | 6.80% | 6.70% |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2023 shares | Dec. 27, 2023 shares | Dec. 01, 2023 shares | Nov. 03, 2023 shares | Nov. 01, 2023 shares | Oct. 01, 2023 USD ($) ft² shares | Sep. 11, 2023 USD ($) shares | Feb. 14, 2023 USD ($) $ / shares shares | Feb. 10, 2023 $ / shares shares | Feb. 03, 2023 USD ($) | Jan. 31, 2023 USD ($) shares | Jun. 24, 2021 shares | Jun. 24, 2021 shares | Apr. 27, 2021 CAD ($) shares | Mar. 31, 2023 USD ($) shares | Jan. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) ft² | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 182,982 | $ 17,004 | $ 250,000 | $ 250,000 | $ 882,800 | |||||||||||||||
Common stock issued for cash and exercise of warrants | $ 2,800,000 | $ 6,596,500 | ||||||||||||||||||
Common stock issued for cash, shares | 987,741 | 987,741 | 987,741 | 23,705 | ||||||||||||||||
Common stock price | $ / shares | $ 1,000 | |||||||||||||||||||
Warrant exercise | 353,250 | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2.40 | ||||||||||||||||||
Square feet | ft² | 4,756 | |||||||||||||||||||
Payments for Rent | $ | 130,910 | $ 122,100 | $ 168,000 | $ 63,500 | ||||||||||||||||
Lessee, Operating Lease, Term of Contract | 20 years | |||||||||||||||||||
Operating Lease, Payments | $ | $ 1,500 | $ 37,626 | $ 58,723 | |||||||||||||||||
Lease expiration date description | expiring in July 2021 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 4,121,633 | 3,431,250 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash and exercise of warrants | $ | $ 230 | |||||||||||||||||||
Common stock issued for cash, shares | 2,300,000 | |||||||||||||||||||
Coastal Pride Seafood LLC [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Square feet | ft² | 1,100 | 1,100 | ||||||||||||||||||
Operating Lease, Payments | $ | $ 15,000 | |||||||||||||||||||
Sales Agreement [Member] | Roth Capital Patners LLC [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 7,564 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 76,323 | |||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 321,195 | |||||||||||||||||||
Common stock issued for cash, shares | 690,000 | |||||||||||||||||||
Warrant exercise | 1,700,410 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | 474,106 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 182,982 | |||||||||||||||||||
Conversion of shares | 1,273,408 | 6,197,240 | ||||||||||||||||||
Common stock issued for cash and exercise of warrants | $ | $ 662,172 | $ 1,081,058 | ||||||||||||||||||
Conversion of value | $ | $ 340,000 | |||||||||||||||||||
Common stock issued for cash, shares | 75,342 | 87,302 | 42,308 | 9,000,000 | 8,200,000 | |||||||||||||||
Common stock price | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||||
Warrant exercise | 800,000 | |||||||||||||||||||
Prefunded warrant description | 0.199 per Pre-funded Warrant to those purchasers whose purchase of common stock in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the offering. | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.001 | |||||||||||||||||||
Warrant exercise price | $ | $ 1,800,000 | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.001 | |||||||||||||||||||
Operating Lease, Payments | $ | $ 1,500 | |||||||||||||||||||
Subsequent Event [Member] | Nubar Herian [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 173,611 | |||||||||||||||||||
Subsequent Event [Member] | John Keeler [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 173,611 | |||||||||||||||||||
Subsequent Event [Member] | Silvia Alana [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 173,611 | |||||||||||||||||||
Subsequent Event [Member] | Timothy McLellan [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 277,778 | |||||||||||||||||||
Subsequent Event [Member] | Trond Ringstad [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 277,778 | |||||||||||||||||||
Subsequent Event [Member] | Juan Carlos Dalto [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 101,273 | |||||||||||||||||||
Subsequent Event [Member] | Jeffrey Guzy [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 399,306 | |||||||||||||||||||
Subsequent Event [Member] | Pre Funded Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock price | $ / shares | $ 0.199 | |||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Conversion of value | $ | $ 754,800 | |||||||||||||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Warrant exercise | 1,350,000 | |||||||||||||||||||
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. | |||||||||||||||||||
Subsequent Event [Member] | Lind Global Fund L P [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 625,729 | |||||||||||||||||||
Subsequent Event [Member] | Armistice Capital [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 7,725,000 | |||||||||||||||||||
Subsequent Event [Member] | Sales Agreement [Member] | Roth Capital Patners LLC [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 151,284 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 76,463 | |||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock issued for cash, shares | 1,288,973 |