Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40991 | ||
Entity Registrant Name | BLUE STAR FOODS CORP. | ||
Entity Central Index Key | 0001730773 | ||
Entity Tax Identification Number | 82-4270040 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 3000 NW 109th Avenue | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33172 | ||
City Area Code | (305) | ||
Local Phone Number | 836-6858 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | BSFC | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,199,788 | ||
Entity Common Stock, Shares Outstanding | 40,682,568 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 24,163 | $ 9,262 |
Accounts receivable, net of allowances and credit losses of $31,064 and $22,725 | 534,195 | 813,416 |
Inventory, net | 2,608,521 | 4,808,152 |
Other current assets | 833,472 | 671,933 |
Total Current Assets | 4,095,876 | 6,521,288 |
FIXED ASSETS, net | 303,857 | 120,400 |
RIGHT OF USE ASSET | 125,014 | 197,540 |
OTHER ASSETS | 102,222 | 103,720 |
TOTAL ASSETS | 6,362,498 | 8,678,477 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 661,377 | 2,401,243 |
Customer refunds | 189,975 | |
Working capital line of credit | 1,776,068 | |
Deferred income | 47,819 | 47,078 |
Current maturities of long-term debt, net of discounts | 3,439,557 | |
Current maturities of lease liabilities | 35,428 | 57,329 |
Loan payable | 156,938 | 29,413 |
Related party notes payable - subordinated | 165,620 | 893,000 |
Derivative liability | 1,047,049 | |
Warrants liability | 1,574 | |
Other current liabilities | 790,881 | 790,881 |
Total Current Liabilities | 3,196,661 | 9,534,569 |
LONG-TERM LIABILITIES | ||
Lease liability, net of current portion | 89,586 | 139,631 |
Debt, net of current portion and discounts | 481,329 | |
Related party notes, net of current portion | 250,000 | |
TOTAL LIABILITIES | 3,767,576 | 9,924,200 |
STOCKHOLDERS’ EQUITY | ||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of December 31, 2023, and 0 shares issued and outstanding as of December 31, 2022 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 23,086,077 shares issued and outstanding as of December 31, 2023, and 1,338,321 shares issued and outstanding as of December 31, 2022 | 2,324 | 134 |
Additional paid-in capital | 36,659,648 | 28,329,116 |
Accumulated other comprehensive loss | (179,995) | (235,853) |
Accumulated deficit | (33,810,732) | (29,339,120) |
Treasury stock, 7,564 shares as of December 31, 2023 and 0 shares as of December 31, 2022 | (76,323) | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 2,594,922 | (1,245,723) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 6,362,498 | 8,678,477 |
Related Party [Member] | ||
CURRENT ASSETS | ||
Advances to related party | 95,525 | 218,525 |
RELATED PARTY LONG-TERM RECEIVABLE | 435,545 | 435,545 |
ADVANCES TO RELATED PARTY | 1,299,984 | 1,299,984 |
CURRENT LIABILITIES | ||
Current maturities of related party long-term notes | $ 100,000 | $ 100,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowance for doubtful accounts receivable current | $ 31,064 | $ 22,725 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,086,077 | 1,338,321 |
Common stock, shares outstanding | 23,086,077 | 1,338,321 |
Treasury stock common, shares | 7,564 | 0 |
Series A 8% Cumulative Convertible Preferred Stock [Member] | ||
Preferred stock dividend percentage | 8% | 8% |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUE, NET | $ 6,124,529 | $ 12,767,145 |
COST OF REVENUE | 5,966,452 | 13,419,133 |
GROSS PROFIT (LOSS) | 158,077 | (651,988) |
COMMISSIONS | 2,169 | 24,482 |
SALARIES AND WAGES | 1,858,004 | 2,032,457 |
DEPRECIATION AND AMORTIZATION | 4,521 | 584,386 |
IMPAIRMENT LOSS | 5,797,906 | |
OTHER OPERATING EXPENSES | 2,525,661 | 2,522,764 |
LOSS FROM OPERATIONS | (4,232,278) | (11,613,983) |
OTHER INCOME | 12,708 | 154,196 |
LOSS ON SETTLEMENT OF DEBT | (977,188) | (57,085) |
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES | 2,497,088 | |
INTEREST EXPENSE | (1,771,942) | (1,678,097) |
NET LOSS | (4,471,612) | (13,194,969) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (4,471,612) | (13,194,969) |
COMPREHENSIVE LOSS: | ||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 55,858 | (181,613) |
COMPREHENSIVE LOSS | $ (4,415,754) | $ (13,376,582) |
Loss per common share: | ||
Net loss per common share - basic | $ (0.88) | $ (0.52) |
Net loss per common share - diluted | $ (0.88) | $ (0.52) |
Weighted average common shares outstanding - basic | 5,082,500 | 25,158,555 |
Weighted average common shares outstanding - diluted | 5,082,500 | 25,158,555 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stocks [Member] | Total |
Balance at Dec. 31, 2021 | $ 123 | $ 25,105,236 | $ (16,144,151) | $ (54,240) | $ 8,906,968 | ||
Balance, shares at Dec. 31, 2021 | 1,233,566 | ||||||
Stock based compensation | 187,385 | 187,385 | |||||
Warrants issued on long-term debt | 1,035,253 | 1,035,253 | |||||
Common stock issued for service | $ 4 | 667,994 | 667,998 | ||||
Common stock issued for service, shares | 34,788 | ||||||
Common stock issued for asset acquisition | $ 1 | 359,249 | 359,250 | ||||
Common stock issued for asset acquisition, shares | 8,355 | ||||||
Common stock issued from exercise of warrants | $ 1 | 249,999 | 250,000 | ||||
Common stock issued from exercise of warrants, shares | 6,250 | ||||||
Common stock issued for note payment | $ 3 | 547,774 | 547,777 | ||||
Common stock issued for note payment, shares | 33,333 | ||||||
Common stock issued to settle related party notes payable and accrued interest | $ 2 | 176,226 | 176,228 | ||||
Net Loss | (13,194,969) | (13,194,969) | |||||
Cumulative translation adjustment | (181,613) | (181,613) | |||||
Balance at Dec. 31, 2022 | $ 134 | 28,329,116 | (29,339,120) | (235,853) | (1,245,723) | ||
Balance, shares at Dec. 31, 2022 | 1,338,321 | ||||||
Stock based compensation | 69,125 | 69,125 | |||||
Common stock issued for service | $ 224 | 476,839 | 477,063 | ||||
Common stock issued for service, shares | 2,078,672 | ||||||
Common stock issued for note payment | $ 138 | 3,052,950 | 3,053,088 | ||||
Common stock issued for note payment, shares | 1,379,211 | ||||||
Common stock issued to settle related party notes payable and accrued interest, shares | 22,029 | ||||||
Net Loss | (4,471,612) | (4,471,612) | |||||
Cumulative translation adjustment | 55,858 | 55,858 | |||||
Common stock issued for cash and exercise for warrants | $ 1,260 | 3,912,186 | 3,913,446 | ||||
Common stock issued for cash and exercise for warrants, shares | 12,595,429 | ||||||
Common stock issued to settle related party notes payable | $ 173 | 249,827 | 250,000 | ||||
Common stock issued to settle related party notes payable, shares | 1,736,111 | ||||||
Common stock issued to settle subordinated related party note | $ 395 | 569,605 | 570,000 | ||||
Common stock issued to settle subordinated related party note, shares | 3,958,333 | ||||||
Treasury Stock | (76,323) | (76,323) | |||||
Balance at Dec. 31, 2023 | $ 2,324 | $ 36,659,648 | $ (33,810,732) | $ (179,995) | $ (76,323) | $ 2,594,922 | |
Balance, shares at Dec. 31, 2023 | 23,086,077 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (4,471,612) | $ (13,194,969) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Stock based compensation | 69,125 | 187,385 |
Common stock issued for service | 319,083 | 667,998 |
Impairment of goodwill | 1,244,309 | |
Impairment of intangible assets | 2,679,978 | |
Impairment of fixed assets | 1,873,619 | |
Depreciation of fixed assets | 4,521 | 231,465 |
Amortization of intangible assets | 315,420 | |
Amortization of debt discounts | 868,954 | 1,416,120 |
Allowance for inventory obsolescence | 176,000 | |
Loss on settlement of debt | 977,188 | |
Lease expense | 72,526 | 58,723 |
Write down of inventory | 743,218 | |
Bad debt expense | 405 | |
Credit loss expense | 8,340 | |
Gain on revaluation of fair value of derivative and warrant liabilities | (2,497,088) | |
Changes in operating assets and liabilities: | ||
Accounts receivables | 270,881 | 417,360 |
Inventories | 2,023,631 | (3,431,929) |
Advances to related parties | 123,000 | (95,759) |
Other current assets | 140,290 | 3,030,728 |
Right of use liability | (71,946) | (58,867) |
Other assets | 4,467 | 1,922 |
Accounts payable and accruals | (1,737,997) | 620,167 |
Customer refunds | 189,975 | |
Deferred income | (62,336) | |
Other current liabilities | (263,768) | |
Net Cash (Used in) Operating Activities | (3,530,662) | (3,618,811) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash paid for acquisition | (398,482) | |
Purchases of fixed assets | (159,609) | (296,793) |
Net Cash (Used in) Investing Activities | (159,609) | (695,275) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock offering | 1,799,506 | |
Proceeds from common stock offering – prefunded warrants | 4,678,924 | |
Proceeds from common stock warrants exercised | 250,000 | |
Proceeds from working capital line of credit | 2,405,034 | 12,552,008 |
Proceeds from short-term loan | 700,000 | |
Proceeds from convertible debt | 1,140,000 | 4,762,855 |
Repayments of working capital line of credit | (4,182,971) | (13,144,141) |
Repayments of short-term loan | (623,000) | |
Principal payments of convertible debt | (2,007,435) | (1,118,888) |
Repayments of related party notes payable | (157,380) | (201,434) |
Purchase of treasury stock | (76,323) | |
Payment of loan costs | (25,000) | |
Net Cash Provided by Financing Activities | 3,676,355 | 3,075,400 |
Effect of Exchange Rate Changes on Cash | 28,817 | 92,435 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 14,901 | (1,146,251) |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 9,262 | 1,155,513 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 24,163 | 9,262 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 923,992 | 306,045 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||
Common stock issued to settle related party notes payable and accrued interest | 250,000 | 176,228 |
Operating lease assets recognized in exchange for operating lease liabilities | 185,135 | |
Warrants issued for convertible debt | 1,035,253 | |
Common stock issued for asset acquisition | 359,250 | |
Common stock issued for partial settlement of note payable | 3,053,088 | 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 to settle subordinated related party note | $ 570,000 |
Company Overview
Company Overview | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company’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 February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability company (“Gault Seafood”), and Robert J. Gault II, President of Gault Seafood (“Gault”) pursuant to which Coastal Pride acquired all of the Seller’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab business. Coastal Pride did not assume any liabilities in connection with the acquisition. The purchase price for the assets consisted of a cash payment in the amount of $ 359,250 8,355 359,250 On June 9, 2023, the Company amended its Certificate of Incorporation to affect a one-for-twenty reverse stock split |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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. No 1,244,309 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. No 1,595,677 1,006,185 78,116 1,873,619 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, 2023 and 2022, the Company had no The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. 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, 2023, and 2022, the Company recorded sales return, allowances, discounts and refund liability of approximately $ 265,700 94,000 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. The Company recorded an inventory allowance of $ 176,000 The Company’s inventory as of December 31, 2023 and December 31, 2022 consists of: Schedule of Inventory December 31, 2023 December 31, 2022 Inventory purchased for resale $ 1,708,311 $ 3,052,518 Feeds and eggs processed 102,373 156,984 In-transit inventory 973,837 1,598,650 Less: Inventory allowance (176,000 ) - Inventory, net $ 2,608,521 $ 4,808,152 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, 2023, and December 31, 2022, 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. No 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 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. 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, 2023 was 0.74 Canadian Dollars to U.S. Dollars and for December 31, 2022 was 0.80 Canadian Dollars to U.S. Dollars 55,900 60,100 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. 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 December 31, 2023. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the 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 sheet as of December 31, 2023. Schedule of Lease-related Assets and Liabilities December 31, 2023 Assets Operating lease assets $ 125,014 Liabilities Current $ 35,428 Operating lease liabilities Noncurrent Operating lease liabilities $ 89,586 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2023 Cash used in operating activities: Operating leases $ 72,526 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2023 Weighted-average remaining lease term Operating leases 3.25 Weighted-average discount rate Operating leases 7.3 % Maturities of lease liabilities as of December 31, 2023, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2024 $ 44,456 2025 44,456 2026 44,456 2027 11,117 2028 - Total lease payments $ 144,485 Less: amount of lease payments representing interest (19,471 ) Present value of future minimum lease payments $ 125,014 Less: current obligations under leases $ (35,428 ) Non-current obligations $ 89,586 Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 4,500 5,400 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 sixteen customers which accounted for approximately 52 22 The Company had nine customers which accounted for approximately 59 36 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 four major suppliers located in the United States, Canada and China which accounted for approximately 82 35 The Company had five major suppliers located in the United States, Indonesia, Vietnam and China which accounted for approximately 76 29 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, debt obligations, derivative liabilities and warrant liabilities. 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 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 December 31, 2023. 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. Schedule of Derivative and Warrant Liabilities Measured at Fair Value Fair Value Level 1 Level 2 Level 3 December 31, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,047,049 $ - $ - $ 1,047,049 Warrant liability 1,574 - - 1,574 Total $ 1,048,623 $ - $ - $ 1,048,623 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability for the year ended December 31, 2023: Derivative liability balance, January 1, 2023 - Issuance of derivative liability during the period 383,672 Change in derivative liability during the period 663,377 Derivative liability balance, December 31, 2023 $ 1,047,049 Warrant liability balance, January 1, 2023 - Issuance of warrant liability during the period 5,032,025 Settlement of warrant liability (1,869,986 ) Change in warrant liability during the period (3,160,465 ) Warrant liability balance, December 31, 2023 $ 1,574 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, warrants and convertible notes for each year. For the years ended December 31, 2023 and 2022, the following common stock equivalents were excluded from the calculation of diluted earnings per share as their impact would be anti-dilutive due to the Company’s net loss. Schedule of anti dilutive earnings or loss per share Year ended December 31, 2023 Year ended December 31, 2022 Options $ 316,540 $ 223,076 Warrants 730,944 120,675 Convertible Notes 11,708,483 - Total $ 12,755,967 $ 343,751 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, 2023, and 2022, there was approximately $ 83,000 67,000 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 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 related to its trade receivables on January 1, 2023 and determined there was no material impact from the adoption of the ASU on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss of $ 4,471,612 33,810,732 899,215 165,620 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 4. Other Current Assets Other current assets totaled $ 833,472 671,933 136,000 158,000 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Note 5. Fixed Assets, Net Fixed assets comprised the following at December 31: Schedule of Fixed Assets 2023 2022 Computer equipment $ 47,908 $ 97,624 RAS system 140,214 2,089,909 Automobiles - 122,715 Leasehold improvements 17,904 89,055 Building improvements 136,653 - Total 342,679 2,399,303 Less: Accumulated depreciation and impairment (38,822 ) (2,278,903 ) Fixed assets, net $ 303,857 $ 120,400 For the years ended December 31, 2023 and 2022, depreciation expense totaled approximately $ 4,500 231,000 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
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 year ended December 31, 2022. No goodwill and intangible assets were recognized for the year ended December 31, 2023. Schedule of Goodwill 2022 Balance, January 1 $ 445,395 Acquisition of TOBC 836,669 Impairment (1,282,064 ) Balance, December 31 $ - 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 ) $ - For the years ended December 31, 2023 and 2022, amortization expense of intangible assets totaled approximately $ 0 315,000 |
Debt and Derivatives
Debt and Derivatives | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Derivatives | Note 7. Debt and Derivatives 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 was 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 could never exceed 50% of the outstanding balance. Interest on the line of credit was the prime rate (with a floor of 3.25%), plus 3.75% which increased to 4.75% in 2022. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and 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 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 For the year ended December 31, 2022, cash proceeds from the working capital line of credit totaled $ 12,552,008 and cash payments to the working capital line of credit totaled $ 13,144,141 . The outstanding balance owed to Lighthouse as of December 31, 2022 was $ 1,776,068 . 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 – Subordinated The Company had unsecured promissory notes outstanding to John Keeler of $ 165,620 893,000 6 157,380 67,000 3,958,333 570,000 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% 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 For the year ended December 31, 2022, $ 38,799 104,640 For the year ended December 31, 2023, $ 250,000 of the outstanding principal was paid in shares of common stock of the Company. Interest expense for the note totaled approximately $ 14,100 18,000 As of December 31, 2023 and December 31, 2022, the outstanding principal balance on the note totaled $ 100,000 350,000 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 five 1,000,000 4.50 50,000 90 4.50 90 150,000 87,144 2,022,397 750,000 150,000 87,144 1,035,253 643,777 1,378,620 0 643,777 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 year ended December 31, 2022, the Company made principal payments on the note totaling $ 1,666,666 666,666 1,175,973 899,999 3,439,558 643,777 During the year ended December 31, 2023, the Company made aggregate principal payments on the 2022 Lind Note of $ 2,075,900 through the issuance of an aggregate of 1,379,211 shares of common stock. On September 15, 2023, the Company paid $ 2,573,142 to Lind and the 2022 Lind Note was extinguished. 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 0.14 2.40 0.13 4.46 4.79 150.46 134.99 two years and one and a half years 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 Due to the variable conversion price of the Purchase Agreement Amendment, the embedded conversion feature was accounted as a derivative liability. The Company estimated the fair values of the derivative liability using the Black-Scholes option pricing model and using the following key assumptions at issuance and at December 31, 2023: stock price of $ 1.07 0.14 0.93 0.14 4.91 4.79 45.51 133.54 two years and one and a half years As of December 31, 2023, the outstanding balance on the notes was $ 1,500,000 1,018,671 481,329 1,047,049 1,574 Agile Lending, LLC loan On June 14, 2023, the Company, and Keeler & Co. (the “Borrowers”) 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 (“Agile Capital”), which provides for a term loan to the Company in the amount of $ 525,000 231,000 December 15, 2023 29,077 25,000 525,000 525,000 114,692 On October 19, 2023, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $ 210,000 84,000 April 1, 2024 12,250 10,000 210,000 98,000 no 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 in connection with the acquisition of TOBC. The loan initially bears no interest and is due on December 31, 2025. The loan was amended on October 19, 2022 to extend the loan forgiveness date from December 31, 2022 to December 31, 2023. If less than 75% of the loan amount was outstanding at December 31, 2023 , the then outstanding balance will be converted to interest only monthly payments at 5.0 %. As of December 31, 2023, the outstanding balance on the loan was CAD$ 60,000 . |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 8. Acquisitions 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 8,355 359,250 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, 8,355 359,250 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9. Stockholders’ Equity Preferred Stock Our Board of Directors has designated 10,000 8 Dividends. 8 1,000.00 For the year ended December 31, 2023 and 2022, the Company had no Common Stock The Company is authorized to issue 100,000,000 0.0001 23,086,077 1,338,321 On January 24, 2022, the Company issued 6,250 shares of common stock to an investor upon the exercise of warrants for total proceeds of $ 250,000 . On February 3, 2022, the Company issued 8,355 shares of common stock with a fair value of $ 359,250 to Gault Seafood as partial consideration for the purchase of certain of its assets. On March 31, 2022, the Company issued 769 30,000 On March 31, 2022, the Company issued 250 shares of common stock with a fair value of $ 9,750 to TraDigital Marketing Group for consulting services provided to the Company. On April 1, 2022, the Company issued 144 6,000 On April 4, 2022, the Company issued 478 20,000 15,000 On April 5, 2022, the Company issued an aggregate of 1,241 shares of common stock with a fair value of $ 156,341 to Newbridge Securities Corporation and its affiliates for consulting services provided to the Company. On May 1, 2022, the Company issued 196 6,000 On June 1, 2022, the Company issued 222 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for consulting services provided to the Company. On June 3, 2022, the Company issued 500 13,800 On June 30, 2022, the Company issued 1,210 30,000 On July 1, 2022, the Company issued 242 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for consulting services provided to the Company. On August 1, 2022, the Company issued 231 6,000 On August 25, 2022, the Company issued 11,111 271,111 On September 1, 2022, the Company issued 261 6,000 On September 26, 2022, the Company issued 11,111 176,666 On October 1, 2022, the Company issued 476 6,000 to the designee of Clear Think Capital for consulting services provided to the Company. On November 1, 2022, the Company issued 330 6,000 to the designee of Clear Think Capital for consulting services provided to the Company. On December 1, 2022, the Company issued 462 6,000 On December 21, 2022, the Company issued 11,111 100,000 , in satisfaction of the convertible promissory note. On December 31, 2022, the Company issued 3,125 shares of common stock to each of Nubar Herian and John Keeler, 5,000 shares of common stock to each of Timothy McLellan and Trond Ringstad, 2,170 7,188 shares of common stock to Jeffrey Guzy with a total fair value of $ 222,222 for serving as directors of the Company. On December 31, 2022, the Company issued an aggregate of 22,029 176,228 of outstanding principal and interest under promissory notes issued by the Company to them in connection with the Coastal Pride acquisition. 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 no On September 11, 2023, the Company sold an aggregate of 690,000 321,195 1,700,410 On December 31, 2023, the Company issued an aggregate of 3,958,333 570,000 On December 31, 2023, the Company issued 173,611 277,778 101,273 399,306 227,083 On December 31, 2023, the Company issued 1,736,111 250,000 During the year ended December 31, 2023, the Company issued an aggregate of 239,229 During the year ended December 31, 2023, the Company issued an aggregate of 1,380,585 343,849 62,500 141,250 During the year ended December 31, 2023, between October 2023 and November 2023, the Company issued an aggregate of 8,350,729 During the year ended December 31, 2023, the Company issued an aggregate of 1,379,211 3,053,088 2,075,900 977,188 |
Options
Options | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Options | Note 10. Options During the years ended December 31, 2023 and December 31, 2022, $ 69,125 187,385 1. Ten 156,000 40.00 one year 2. Ten 17,562 40.00 25 3. Ten 12,500 40.00 20 4. Ten 1,250 40.00 25 5. Three 25,000 40.00 6. Three 351 120.00 7. Five 8,750 40.00 8. Three 1,378 17.20 9. Three 285 15.80 10. Three 43,200 0.80 11. Three 51,514 0.35 The following table summarizes the assumptions used to estimate the fair value of the stock options granted for the years ended December 31, 2023 and 2022: Schedule of Fair Value of Stock Options 2023 2022 Expected Volatility 35 45 % 39 48 % Risk Free Interest Rate 2.87 4.72 % 2.87 4.27 % Expected life of options 3.0 5.0 3.0 5.0 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 1,250 40.00 63 On September 16, 2022, the Company granted an employee a three 1,378 17.20 On November 22, 2022, the Company granted an employee a three 285 15.80 Under the Black-Scholes option pricing model, the fair value of the 8,750 options, 1,378 options and 285 options granted during the year ended December 31, 2022 is estimated at $ 84,334 , $ 8,409 , and $ 1,615 , respectively, on the date of grant using the following assumptions: stock price of $ 31.40 , $ 17.20 and $ 15.80 39.23 %, 46.72 % and 46.72 % and risk-free interest rate of 2.87 %, 3.81 % and 4.27 %, respectively. The unrecognized portion of the expense remaining at December 31, 2022 is $ 72,620 , $ 7,600 , and $ 1,558 , respectively, which is expected to be recognized to expense over a period of three years. For the year ended December 31, 2022, the Company determined that the five -year option to purchase 8,822 46.00 granted to an employee of TOBC in 2021 does not meet the vesting requirements pursuant to the terms of the option grant and accordingly, reversed the expense recorded of approximately $ 76,400 and $ 79,023 for the years ended December 31, 2022 and 2021, respectively. On August 3, 2023, the Company granted an officer a three 43,200 0.80 On October 1, 2023, the Company granted an employee a three 51,514 0.36 Under the Black-Scholes option pricing model, the fair value of the 43,200 51,514 12,261 5,489 0.80 0.36 45.44 35.97 4.58 4.72 10,592 4,961 The following table represents option activity for the years ended December 31, 2023 and 2022: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding - December 31, 2021 221,484 $ 40.00 6.23 Exercisable - December 31, 2021 190,356 $ 40.00 6.83 $ - Granted 10,412 $ 36.40 Forfeited (8,822 ) $ 46.00 Vested 206,082 - Outstanding - December 31, 2022 223,076 $ 40.00 5.25 Exercisable - December 31, 2022 206,082 $ 40.00 5.28 $ - Granted 94,714 $ 0.58 Forfeited (1,250 ) $ 40.00 Vested 219,908 - Outstanding - December 31, 2023 316,540 $ 31.11 3.80 Exercisable - December 31, 2023 219,908 $ 31.11 4.27 $ - For the year ended December 31, 2023, the Company determined that the five 1,250 40.00 The non-vested options outstanding are 96,632 16,994 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | Note 11. Warrants Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2022 120,675 $ 62.20 1.32 Exercisable – December 31, 2022 120,675 $ 62.20 1.32 $ - Granted 10,701,408 $ 0.15 Exercised (10,091,139 ) $ 0.03 Forfeited or Expired - $ - Outstanding – December 31, 2023 730,944 $ 12.04 4.20 Exercisable – December 31, 2023 555,710 $ 15.41 5.52 $ - On January 24, 2022, in connection with the issuance of the $ 5,750,000 five 50,000 90.00 90.00 50,000 1,412,213 79.40 43.21 1.53 1,035,253 For the year ended December 31, 2022, the Company issued 6,250 40.00 On May 30, 2023, in connection with the issuance of the $ 1,200,000 five 435,035 2.45 435,035 381,538 664 2.14 0.14 2.45 3.81 3.84 46.01 50.12 five years 381,538 On July 27, 2023, in connection with the issuance of the $ 300,000 five 175,234 1.34 72,208 910 1.07 0.14 1.34 4.24 3.84 45.51 49.76 five years 72,208 On September 11, 2023, in connection with the underwritten public offering pursuant to a securities purchase agreement, the Company issued pre-funded warrants with the public offering price of $ 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 using the following assumptions: stock price of $ 0.469 ; exercise price of $ 0.01 ; warrant term; volatility rate of 149.06 %; and risk-free interest rate of 5.40 % from the US Department of Treasury. On September 11, 2023, in connection with the underwritten public offering, the Company issued five 10,741,139 0.4655 On September 11, 2023, in connection with the underwritten public offering, the Company issued eighteen 10,741,139 0.4655 During the year ended December 31, 2023, the Company issued 40,000 3.98 For the year ended December 31, 2023, between October 2023 and November 2023, the Company issued an aggregate of 10,051,139 0.01 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and December 31, 2022 due to the following: Schedule of Rate Reconciliation Rate Reconciliation December 31, 2023 December 31, 2022 Provision/(Benefit) at statutory rate $ 851,925 21.00 % $ (2,770,944 ) 21.00 % State tax Provision/(Benefit) net of federal benefit (206,832 ) 5.10 % (309,886 ) 2.35 % Permanent book/tax differences (237,419 ) 5.85 % 10,621 (0.048 )% Change in valuation allowance 74,848 (1.85 )% 2,751,592 (20.85 )% Other 1,221,327 (30.11 )% 318,617 (2.42 )% Income Tax Provision/(Benefit) - - - - The components of the net deferred tax asset at December 31, 2023 and 2022, are as follows: Schedule of Deferred Income Tax Asset December 31, December 31, Deferred Tax Assets Business interest limitation $ - $ 627,930 Allowance for bad debt 5,797 - Fixed assets 136,208 140,494 Stock based compensation - 1,017,629 Net operating loss carryovers 3,626,165 2,089,409 Non-capital Losses 511,340 365,053 Other 83,687 46,385 Net Deferred Tax Asset/(Liability) 4,363,197 4,286,900 Valuation Allowance (4,363,197 ) (4,286,900 ) Net Deferred Tax Asset/(Liability) $ - $ - Tax periods for all fiscal years after 2019 remain open to examination by the federal and state taxing jurisdictions to which the Company is subject. As of December 31, 2023, the Company has cumulative net federal and state operating losses of $ 14,896,960 and $ 11,456,916 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, 2023. As of December 31, 2023, and 2022, 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, 2023, and 2022. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 13. 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 69,900 Coastal Pride leased an aggregate of 1,600 1,255 750 1,100 1,000 Coastal Pride also leased a 9,050 1,000 one 1,500 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 2,370 Rental and equipment lease expenses were approximately $ 166,000 168,000 Legal The Company has reached a settlement agreement with a former employee. Although the agreement is not finalized the Company has reserved $ 70,000 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 14. Employee Benefit Plan The Company provides and sponsors a 401(k) plan for its employees. For the years ended December 31, 2023 and 2022, no contributions were made to the plan by the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events In order to refinance interest due on the June 14, 2023 note issued to Agile, on January 2, 2024, the Company, and Keeler & Co. entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $ 122,491 48,996 7,795 5,833 5 122,491 ClearThink Term Loan On January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink which provides, among other things, for a 33-week term loan in the principal amount of $ 200,000 50,000 25 5 50,000 14,706 354,610 50,000 On January 23, 2024 and February 1, 2024, the Company issued 76,388 82,706 During February 2024 and March 2024, the Company issued an aggregate of 11,332,787 836,360 Afritex Agreements On February 1, 2024, the Company entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures, Inc. a Texas corporation (“Afritex”), pursuant to which the Company will be responsible for all of Afritex’s operations and finance functions. The Company will provide Afritex with working capital in order to sustain operations and will purchase certain inventory listed in the Services Agreement. In consideration for its services, during the term of the Services Agreement, the Company will be entitled to all of the revenue and profits earned by Afritex. Under the Services Agreement, Afritex may not sell or otherwise use as consideration any of its intellectual property without the Company’s consent. The Company must maintain certain commercial liability insurance during the term of the Services Agreement. The Services Agreement also provides that the Company may not solicit Afritex employees for 24 months nor circumvent existing business relationships of Afritex for three years, after the term of the Services Agreement. The term of the Services Agreement will automatically extend for three thirty-day periods, if Afritex’s outstanding debt is no greater than $325,000. In connection with the Services Agreement, on February 12, 2024, the Company entered into an Intangibles Assets and Machinery Option To Purchase Agreement with Afritex (the “Option Agreement”). Pursuant to the Option Agreement, the Company has the option to purchase Afritex’s intangible assets, machinery and equipment set forth in the Option Agreement for a purchase price of $ 554,714 5,000,000 1,000,000 10 The closing of the Option Agreement is subject to, among other things, the successful restructuring of Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding. The Option Agreement may be terminated if, among others, the closing has not has not occurred within 90 days, unless extended for two additional 30-day periods at the Company’s sole discretion. To date, the Company has not exercised its option to purchase such intangibles assets, machinery and equipment. On March 11, 2024, the Company issued 750,000 60,000 as partial conversion of the principal the May 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. No 1,244,309 |
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. No 1,595,677 1,006,185 78,116 1,873,619 |
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, 2023 and 2022, the Company had no The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. |
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 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, 2023, and 2022, the Company recorded sales return, allowances, discounts and refund liability of approximately $ 265,700 94,000 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. Inventory write-downs are charged to cost of goods sold. The Company recorded an inventory allowance of $ 176,000 The Company’s inventory as of December 31, 2023 and December 31, 2022 consists of: Schedule of Inventory December 31, 2023 December 31, 2022 Inventory purchased for resale $ 1,708,311 $ 3,052,518 Feeds and eggs processed 102,373 156,984 In-transit inventory 973,837 1,598,650 Less: Inventory allowance (176,000 ) - Inventory, net $ 2,608,521 $ 4,808,152 |
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 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, 2023, and December 31, 2022, 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. No 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 Translation | Foreign Currency Translation 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. 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, 2023 was 0.74 Canadian Dollars to U.S. Dollars and for December 31, 2022 was 0.80 Canadian Dollars to U.S. Dollars 55,900 60,100 |
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. 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 December 31, 2023. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the 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 sheet as of December 31, 2023. Schedule of Lease-related Assets and Liabilities December 31, 2023 Assets Operating lease assets $ 125,014 Liabilities Current $ 35,428 Operating lease liabilities Noncurrent Operating lease liabilities $ 89,586 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2023 Cash used in operating activities: Operating leases $ 72,526 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2023 Weighted-average remaining lease term Operating leases 3.25 Weighted-average discount rate Operating leases 7.3 % Maturities of lease liabilities as of December 31, 2023, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2024 $ 44,456 2025 44,456 2026 44,456 2027 11,117 2028 - Total lease payments $ 144,485 Less: amount of lease payments representing interest (19,471 ) Present value of future minimum lease payments $ 125,014 Less: current obligations under leases $ (35,428 ) Non-current obligations $ 89,586 |
Advertising | Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 4,500 5,400 |
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 sixteen customers which accounted for approximately 52 22 The Company had nine customers which accounted for approximately 59 36 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 four major suppliers located in the United States, Canada and China which accounted for approximately 82 35 The Company had five major suppliers located in the United States, Indonesia, Vietnam and China which accounted for approximately 76 29 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, debt obligations, derivative liabilities and warrant liabilities. 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 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 December 31, 2023. 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. Schedule of Derivative and Warrant Liabilities Measured at Fair Value Fair Value Level 1 Level 2 Level 3 December 31, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,047,049 $ - $ - $ 1,047,049 Warrant liability 1,574 - - 1,574 Total $ 1,048,623 $ - $ - $ 1,048,623 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability for the year ended December 31, 2023: Derivative liability balance, January 1, 2023 - Issuance of derivative liability during the period 383,672 Change in derivative liability during the period 663,377 Derivative liability balance, December 31, 2023 $ 1,047,049 Warrant liability balance, January 1, 2023 - Issuance of warrant liability during the period 5,032,025 Settlement of warrant liability (1,869,986 ) Change in warrant liability during the period (3,160,465 ) Warrant liability balance, December 31, 2023 $ 1,574 |
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, warrants and convertible notes for each year. For the years ended December 31, 2023 and 2022, the following common stock equivalents were excluded from the calculation of diluted earnings per share as their impact would be anti-dilutive due to the Company’s net loss. Schedule of anti dilutive earnings or loss per share Year ended December 31, 2023 Year ended December 31, 2022 Options $ 316,540 $ 223,076 Warrants 730,944 120,675 Convertible Notes 11,708,483 - Total $ 12,755,967 $ 343,751 |
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, 2023, and 2022, there was approximately $ 83,000 67,000 |
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 related to its trade receivables on January 1, 2023 and determined there was no material impact from the adoption of the ASU on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | The Company’s inventory as of December 31, 2023 and December 31, 2022 consists of: Schedule of Inventory December 31, 2023 December 31, 2022 Inventory purchased for resale $ 1,708,311 $ 3,052,518 Feeds and eggs processed 102,373 156,984 In-transit inventory 973,837 1,598,650 Less: Inventory allowance (176,000 ) - Inventory, net $ 2,608,521 $ 4,808,152 |
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 sheet as of December 31, 2023. Schedule of Lease-related Assets and Liabilities December 31, 2023 Assets Operating lease assets $ 125,014 Liabilities Current $ 35,428 Operating lease liabilities Noncurrent Operating lease liabilities $ 89,586 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2023 Cash used in operating activities: Operating leases $ 72,526 ROU assets recognized in exchange for lease obligations: Operating leases $ - |
Schedule of Remaining Lease Term and Discount Rates for Operating Leases | The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2023 Weighted-average remaining lease term Operating leases 3.25 Weighted-average discount rate Operating leases 7.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2023, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2024 $ 44,456 2025 44,456 2026 44,456 2027 11,117 2028 - Total lease payments $ 144,485 Less: amount of lease payments representing interest (19,471 ) Present value of future minimum lease payments $ 125,014 Less: current obligations under leases $ (35,428 ) Non-current obligations $ 89,586 |
Schedule of Derivative and Warrant Liabilities Measured at Fair Value | Schedule of Derivative and Warrant Liabilities Measured at Fair Value Fair Value Level 1 Level 2 Level 3 December 31, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,047,049 $ - $ - $ 1,047,049 Warrant liability 1,574 - - 1,574 Total $ 1,048,623 $ - $ - $ 1,048,623 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability for the year ended December 31, 2023: Derivative liability balance, January 1, 2023 - Issuance of derivative liability during the period 383,672 Change in derivative liability during the period 663,377 Derivative liability balance, December 31, 2023 $ 1,047,049 Warrant liability balance, January 1, 2023 - Issuance of warrant liability during the period 5,032,025 Settlement of warrant liability (1,869,986 ) Change in warrant liability during the period (3,160,465 ) Warrant liability balance, December 31, 2023 $ 1,574 |
Schedule of anti dilutive earnings or loss per share | Schedule of anti dilutive earnings or loss per share Year ended December 31, 2023 Year ended December 31, 2022 Options $ 316,540 $ 223,076 Warrants 730,944 120,675 Convertible Notes 11,708,483 - Total $ 12,755,967 $ 343,751 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets comprised the following at December 31: Schedule of Fixed Assets 2023 2022 Computer equipment $ 47,908 $ 97,624 RAS system 140,214 2,089,909 Automobiles - 122,715 Leasehold improvements 17,904 89,055 Building improvements 136,653 - Total 342,679 2,399,303 Less: Accumulated depreciation and impairment (38,822 ) (2,278,903 ) Fixed assets, net $ 303,857 $ 120,400 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 year ended December 31, 2022. No goodwill and intangible assets were recognized for the year ended December 31, 2023. Schedule of Goodwill 2022 Balance, January 1 $ 445,395 Acquisition of TOBC 836,669 Impairment (1,282,064 ) Balance, December 31 $ - |
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 ) $ - |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 8,355 359,250 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) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: Schedule of Fair Value of Stock Options 2023 2022 Expected Volatility 35 45 % 39 48 % Risk Free Interest Rate 2.87 4.72 % 2.87 4.27 % Expected life of options 3.0 5.0 3.0 5.0 |
Schedule of Option Activity | The following table represents option activity for the years ended December 31, 2023 and 2022: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding - December 31, 2021 221,484 $ 40.00 6.23 Exercisable - December 31, 2021 190,356 $ 40.00 6.83 $ - Granted 10,412 $ 36.40 Forfeited (8,822 ) $ 46.00 Vested 206,082 - Outstanding - December 31, 2022 223,076 $ 40.00 5.25 Exercisable - December 31, 2022 206,082 $ 40.00 5.28 $ - Granted 94,714 $ 0.58 Forfeited (1,250 ) $ 40.00 Vested 219,908 - Outstanding - December 31, 2023 316,540 $ 31.11 3.80 Exercisable - December 31, 2023 219,908 $ 31.11 4.27 $ - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Schedule of Warrant Activity | Schedule of Warrant Activity Number of Warrants Weighted Weighted Average Remaining Contractual Aggregate Intrinsic Outstanding – December 31, 2022 120,675 $ 62.20 1.32 Exercisable – December 31, 2022 120,675 $ 62.20 1.32 $ - Granted 10,701,408 $ 0.15 Exercised (10,091,139 ) $ 0.03 Forfeited or Expired - $ - Outstanding – December 31, 2023 730,944 $ 12.04 4.20 Exercisable – December 31, 2023 555,710 $ 15.41 5.52 $ - |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and December 31, 2022 due to the following: Schedule of Rate Reconciliation Rate Reconciliation December 31, 2023 December 31, 2022 Provision/(Benefit) at statutory rate $ 851,925 21.00 % $ (2,770,944 ) 21.00 % State tax Provision/(Benefit) net of federal benefit (206,832 ) 5.10 % (309,886 ) 2.35 % Permanent book/tax differences (237,419 ) 5.85 % 10,621 (0.048 )% Change in valuation allowance 74,848 (1.85 )% 2,751,592 (20.85 )% Other 1,221,327 (30.11 )% 318,617 (2.42 )% Income Tax Provision/(Benefit) - - - - |
Schedule of Deferred Income Tax Asset | The components of the net deferred tax asset at December 31, 2023 and 2022, are as follows: Schedule of Deferred Income Tax Asset December 31, December 31, Deferred Tax Assets Business interest limitation $ - $ 627,930 Allowance for bad debt 5,797 - Fixed assets 136,208 140,494 Stock based compensation - 1,017,629 Net operating loss carryovers 3,626,165 2,089,409 Non-capital Losses 511,340 365,053 Other 83,687 46,385 Net Deferred Tax Asset/(Liability) 4,363,197 4,286,900 Valuation Allowance (4,363,197 ) (4,286,900 ) Net Deferred Tax Asset/(Liability) $ - $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 21, 2023 | Feb. 03, 2022 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments to acquire businesses net of cash acquired | $ 398,482 | ||||
Number of shares issued | 23,705 | ||||
Reverse stock split | one-for-twenty reverse stock split | ||||
Gault Sea Food, LLC [Member] | Asset Purchase [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments to acquire businesses net of cash acquired | $ 359,250 | ||||
Number of shares issued | 8,355 | ||||
Common stock fair value | $ 359,250 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Inventory purchased for resale | $ 1,708,311 | $ 3,052,518 |
Feeds and eggs processed | 102,373 | 156,984 |
In-transit inventory | 973,837 | 1,598,650 |
Less: Inventory allowance | (176,000) | |
Inventory, net | $ 2,608,521 | $ 4,808,152 |
Schedule of Estimated Usefule L
Schedule of Estimated Usefule Life of Assets (Details) | Dec. 31, 2023 |
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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 125,014 | $ 197,540 |
Operating lease liabilities - Current | 35,428 | 57,329 |
Operating lease liabilities - Noncurrent | $ 89,586 | $ 139,631 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Feb. 03, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,500 | $ 72,526 |
ROU assets recognized in exchange for lease obligations: Operating leases |
Schedule of Remaining Lease Ter
Schedule of Remaining Lease Term and Discount Rates for Operating Leases (Details) | Dec. 31, 2023 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 3 years 3 months |
Weighted-average discount rate, Operating leases | 7.30% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
2024 | $ 44,456 | |
2025 | 44,456 | |
2026 | 44,456 | |
2027 | 11,117 | |
2028 | ||
Total lease payments | 144,485 | |
Less: amount of lease payments representing interest | (19,471) | |
Present value of future minimum lease payments | 125,014 | |
Less: current obligations under leases | (35,428) | $ (57,329) |
Non-current obligations | $ 89,586 | $ 139,631 |
Schedule of Derivative and Warr
Schedule of Derivative and Warrant Liabilities Measured at Fair Value (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | $ 1,047,049 | |
Warrant liability | 1,574 | |
Total | 1,048,623 | |
Derivative liability beginning balance | 383,672 | |
Derivative liability beginning balance | 663,377 | |
Derivative liability beginning balance | 1,047,049 | |
Derivative liability beginning balance | 5,032,025 | |
Derivative liability beginning balance | (3,160,465) | |
Derivative liability beginning balance | 1,574 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | ||
Warrant liability | ||
Total | ||
Derivative liability beginning balance | ||
Derivative liability beginning balance | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | ||
Warrant liability | ||
Total | ||
Derivative liability beginning balance | ||
Derivative liability beginning balance | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability on convertible debt | 1,047,049 | |
Warrant liability | 1,574 | |
Total | 1,048,623 | |
Derivative liability beginning balance | 1,047,049 | |
Derivative liability beginning balance | $ 1,574 |
Schedule of anti dilutive earni
Schedule of anti dilutive earnings or loss per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Options | $ 316,540 | $ 223,076 |
Warrants | 730,944 | 120,675 |
Convertible Notes | 11,708,483 | |
Total | $ 12,755,967 | $ 343,751 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Goodwill impairment | $ 0 | $ 1,244,309 |
Impairment of fixed assets | 0 | |
Cash equivalents | 0 | 0 |
Sales return and allowances | 265,700 | 94,000 |
Allowance for bad debt | 0 | 0 |
Inventory adjustment | 176,000 | |
Cost of revenue | 5,966,452 | 13,419,133 |
Fixed asset | 1,873,619 | |
Foreign currency translation adjustment description | The rate used in the financial statements for TOBC as presented for December 31, 2023 was 0.74 Canadian Dollars to U.S. Dollars and for December 31, 2022 was 0.80 Canadian Dollars to U.S. Dollars | |
Foreign currency translation adjustment | $ 55,900 | 60,100 |
Advertising expenses | 4,500 | 5,400 |
Interest payable | 83,000 | 67,000 |
Interest and penalties recognized | $ 0 | $ 0 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Sixteen Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 52% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 22% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Ten Customers [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% | |
Cost of Goods and Service, Segment Benchmark [Member] | Indonesia Canada And China [Member] | Four Suppliers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 82% | |
Cost of Goods and Service, Segment Benchmark [Member] | Geographic Concentration Risk [Member] | Four Suppliers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 35% | |
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] | Indonesia Vietnam And China [Member] | Five Suppliers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 76% | |
Bacolod Blue Star Export Corp [Member] | ||
Product Information [Line Items] | ||
Other receivables | $ 1,300,000 | $ 1,300,000 |
Cost of revenue | $ 0 | 0 |
Customer Relationships [Member] | ||
Product Information [Line Items] | ||
Impairment of fixed assets | 1,595,677 | |
Trademarks [Member] | ||
Product Information [Line Items] | ||
Impairment of fixed assets | 1,006,185 | |
Noncompete Agreements [Member] | ||
Product Information [Line Items] | ||
Impairment of fixed assets | 78,116 | |
Fixed Assets [Member] | ||
Product Information [Line Items] | ||
Impairment of fixed assets | $ 1,873,619 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 4,471,612 | $ 13,194,969 |
Accumulated deficit | 33,810,732 | $ 29,339,120 |
Working capital deficit | 899,215 | |
Stockholder debt | $ 165,620 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other current assets | $ 833,472 | $ 671,933 |
Prepaid inventory | 136,000 | |
Prepaid legal fees | $ 158,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 342,679 | $ 2,399,303 |
Less: Accumulated depreciation and impairment | (38,822) | (2,278,903) |
Fixed assets, net | 303,857 | 120,400 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 47,908 | 97,624 |
RAS System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 140,214 | 2,089,909 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 122,715 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 17,904 | 89,055 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 136,653 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,500 | $ 231,000 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Acquisitions of Taste of aquafarms inc | $ 159,609 | $ 296,793 |
Taste of BC of Aquafarms Inc [Member] | ||
Beginning balance | 445,395 | |
Acquisitions of Taste of aquafarms inc | 836,669 | |
Impairment loss foreign currency loss | (1,282,064) | |
Ending balance | $ 445,395 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 3,497,806 |
Accumulated Amortization | (3,497,806) |
Net Book Value | |
Trademarks Coastal Pride [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 14 years |
Cost | $ 850,000 |
Accumulated Amortization | (850,000) |
Net Book Value | |
Trademarks TOBC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 15 years |
Cost | $ 406,150 |
Accumulated Amortization | (406,150) |
Net Book Value | |
Customer Relationships Coastal Pride [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 12 years |
Cost | $ 1,486,832 |
Accumulated Amortization | (1,486,832) |
Net Book Value | |
Customer Relationships TOBC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 15 years |
Cost | $ 592,979 |
Accumulated Amortization | (592,979) |
Net Book Value | |
Noncompete Agreements Coastal Pride [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 3 years |
Cost | $ 40,000 |
Accumulated Amortization | (40,000) |
Net Book Value | |
Noncompete Agreements TOBC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 4 years |
Cost | $ 121,845 |
Accumulated Amortization | (121,845) |
Net Book Value |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 315,420 |
Debt and Derivatives (Details N
Debt and Derivatives (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 19, 2023 USD ($) | Sep. 15, 2023 USD ($) | Jul. 27, 2023 USD ($) $ / shares shares | Jun. 23, 2023 USD ($) | Jun. 16, 2023 USD ($) | Jun. 14, 2023 USD ($) | Jan. 24, 2022 USD ($) $ / shares shares | Jun. 24, 2021 CAD ($) | Nov. 26, 2019 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 CAD ($) $ / shares shares | Sep. 11, 2023 shares | May 30, 2023 USD ($) $ / shares shares | May 27, 2023 | Apr. 22, 2022 $ / shares | |
Short-Term Debt [Line Items] | |||||||||||||||||
Subordinated debt | $ 165,620 | ||||||||||||||||
Fair value of warrants issued | (2,497,088) | ||||||||||||||||
Debt instrument conversion price | $ / shares | $ 2.40 | ||||||||||||||||
Long term debt | 481,329 | ||||||||||||||||
Derivative liabilities | 1,047,049 | ||||||||||||||||
Warrant liabilities | $ 1,574 | ||||||||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability expected term description | two years and one and a half years | two years and one and a half years | |||||||||||||||
Maximum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.14 | 0.14 | |||||||||||||||
Maximum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.13 | 0.13 | |||||||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 4.79 | 4.79 | |||||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 134.99 | 134.99 | |||||||||||||||
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 | |||||||||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 150.46 | 150.46 | |||||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 5,750,000 | $ 1,018,671 | |||||||||||||||
Debt instrument carrying value | 1,500,000 | ||||||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||||||
Exercise price | $ / shares | $ 90 | ||||||||||||||||
Debt instrument conversion price | $ / shares | $ 90 | ||||||||||||||||
Ownership percentage | 19.90% | ||||||||||||||||
Long term debt | 481,329 | ||||||||||||||||
Derivative liabilities | 1,047,049 | ||||||||||||||||
Warrant liabilities | 1,574 | ||||||||||||||||
Lind Global Fund II LP [Member] | Maximum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Exercise price | $ / shares | $ 90 | ||||||||||||||||
Agile Lending LLC Loan [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal payment | 525,000 | ||||||||||||||||
Debt interest amount | 114,692 | ||||||||||||||||
Proceeds from other debt | $ 210,000 | $ 525,000 | |||||||||||||||
Debt instrument, issued, principal | $ 84,000 | $ 231,000 | |||||||||||||||
Debt instrument, maturity date | Apr. 01, 2024 | Dec. 15, 2023 | |||||||||||||||
Payments to employees | $ 12,250 | $ 29,077 | |||||||||||||||
Administrative fees expense | $ 10,000 | $ 25,000 | |||||||||||||||
6% Demand Promissory Notes [Member] | John Keeler [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 165,620 | 893,000 | |||||||||||||||
Debt instrument rate stated percentage | 6% | 6% | |||||||||||||||
Repayments of unsecured debt | $ 157,380 | 67,000 | |||||||||||||||
Issuance of debt | 3,958,333 | ||||||||||||||||
Subordinated debt | 570,000 | ||||||||||||||||
Five Year Unsecured Promissory Note [Member] | Walter Lubkin Jr [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt interest amount | 38,799 | ||||||||||||||||
Debt instrument face amount | $ 500,000 | 250,000 | |||||||||||||||
Debt instrument covenant, description | The note bears interest at the rate of 4% per annum. The note is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter | ||||||||||||||||
Debt instrument periodic payment | 104,640 | ||||||||||||||||
Interest expense | 14,100 | 18,000 | |||||||||||||||
Walter Lubkin Jr [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument carrying value | 100,000 | 350,000 | |||||||||||||||
Loan [Member] | Agile Lending LLC Loan [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal payment | 98,000 | ||||||||||||||||
Debt interest amount | $ 0 | ||||||||||||||||
CEBA Loan [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 60,000 | $ 60,000 | |||||||||||||||
Debt instrument rate stated percentage | 5% | ||||||||||||||||
Debt Instrument, Maturity Date, Description | The loan initially bears no interest and is due on December 31, 2025. The loan was amended on October 19, 2022 to extend the loan forgiveness date from December 31, 2022 to December 31, 2023. If less than 75% of the loan amount was outstanding at December 31, 2023 | ||||||||||||||||
Terminated Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Payment of debt total | $ 108,400 | ||||||||||||||||
Principal payment | 93,400 | ||||||||||||||||
Debt interest amount | 9,900 | ||||||||||||||||
Payment for other fees | $ 4,900 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal payment | 1,666,666 | ||||||||||||||||
Debt instrument periodic payment | $ 1,175,973 | ||||||||||||||||
Warrants outstanding | shares | 8,350,729 | 8,350,729 | 1,700,410 | ||||||||||||||
Debt instrument conversion of shares | shares | 666,666 | ||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal payment | $ 2,075,900 | $ 899,999 | |||||||||||||||
Debt instrument face amount | $ 5,750,000 | 3,439,558 | $ 1,200,000 | ||||||||||||||
Debt instrument rate stated percentage | 125% | 120% | |||||||||||||||
Debt instrument periodic payment | $ 333,333 | ||||||||||||||||
Interest expense | 643,777 | 1,378,620 | |||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | |||||||||||||||
Warrants outstanding | shares | 1,000,000 | 435,035 | |||||||||||||||
Exercise price | $ / shares | $ 4.50 | $ 2.45 | |||||||||||||||
Conversion of stock | shares | 50,000 | ||||||||||||||||
Conversion price | $ / shares | $ 90 | ||||||||||||||||
Commitment fee | $ 150,000 | $ 50,000 | |||||||||||||||
Debt issuance cost | 87,144 | ||||||||||||||||
Debt instrument unamortized discount | 2,022,397 | $ 0 | 643,777 | ||||||||||||||
Debt issuance costs | 750,000 | ||||||||||||||||
Fair value of warrants issued | $ 1,035,253 | ||||||||||||||||
Repayment description | The outstanding principal under the 2022 Lind Note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”) (floor price of $30 per share | ||||||||||||||||
Debt weighted average interest rate | 80% | ||||||||||||||||
Debt instrument conversion price | $ / shares | $ 5 | ||||||||||||||||
Ownership percentage | 4.99% | 4.99% | |||||||||||||||
Debt description | Upon a change of control of the Company, as defined in the 2022 Lind Note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the 2022 Lind Note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the 2022 Lind Note at a price per share equal to the lesser of the Repayment Share Price or the conversion price. The 2022 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. | ||||||||||||||||
Debt instrument conversion of shares | shares | 1,379,211 | ||||||||||||||||
Debt discount net | 643,777 | ||||||||||||||||
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% | |||||||||||||||
Exercise price | $ / shares | $ 4.50 | ||||||||||||||||
Debt instrument conversion price | $ / shares | $ 100 | ||||||||||||||||
Purchase Agreement [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability expected term description | two years and one and a half years | two years and one and a half years | |||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.14 | 0.14 | |||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.14 | 0.14 | |||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 4.79 | 4.79 | |||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 133.54 | 133.54 | |||||||||||||||
Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Share Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 1.07 | 1.07 | |||||||||||||||
Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | $ / shares | 0.93 | 0.93 | |||||||||||||||
Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 4.91 | 4.91 | |||||||||||||||
Purchase Agreement [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 45.51 | 45.51 | |||||||||||||||
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 outstanding | shares | 175,234 | ||||||||||||||||
Exercise price | $ / shares | $ 1.34 | ||||||||||||||||
Commitment fee | $ 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 | ||||||||||||||||
Keeler and Co [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Long-term Line of Credit | $ 5,000,000 | 1,776,068 | |||||||||||||||
Line of credit facility, description | The advance rate of the revolving line of credit was 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 could never exceed 50% of the outstanding balance. Interest on the line of credit was the prime rate (with a floor of 3.25%), plus 3.75% which increased to 4.75% in 2022. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and 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 | ||||||||||||||||
AFC [Member] | Loan Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from Contributed Capital | 12,552,008 | ||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 13,144,141 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Fair Value Of Consideration Tranferred And Recording Of Assets Acquired [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 359,250 |
Common stock, 8,355 shares of common stock of the Company | 359,250 |
Transaction costs | 39,231 |
Fair value of total consideration | $ 757,731 |
Fair Value Of Consideration Tranferred And Recording Of Assets Acquired [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares issued | shares | 8,355 |
Acquisition Of Gault Seafood [Member] | |
Business Acquisition [Line Items] | |
Fixed assets acquired | $ 146,600 |
Customer relationships | 611,131 |
Fair market value of net assets acquired | $ 757,731 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Acquisition Of Gault Seafood [Member] - USD ($) | Feb. 03, 2022 | Feb. 03, 2022 |
Short-Term Debt [Line Items] | ||
Cash | $ 359,250 | |
Stock issued during period shares acquisitions | 8,355 | |
Stock issued during period value acquisitions | $ 359,250 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Sep. 11, 2023 | Aug. 22, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 21, 2022 | Dec. 01, 2022 | Nov. 01, 2022 | Oct. 01, 2022 | Sep. 26, 2022 | Sep. 01, 2022 | Aug. 25, 2022 | Aug. 01, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | Jun. 03, 2022 | Jun. 01, 2022 | May 01, 2022 | Apr. 05, 2022 | Apr. 04, 2022 | Apr. 01, 2022 | Mar. 31, 2022 | Feb. 03, 2022 | Jan. 24, 2022 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 30, 2023 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Purchase price | $ 1,000 | ||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Common stock, shares issued | 1,338,321 | 23,086,077 | 1,338,321 | ||||||||||||||||||||||||
Common stock, shares outstanding | 1,338,321 | 23,086,077 | 1,338,321 | ||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 477,063 | $ 667,998 | |||||||||||||||||||||||||
Stock compensation expense | 69,125 | 187,385 | |||||||||||||||||||||||||
Stock issued convertible promissory note, value | 570,000 | ||||||||||||||||||||||||||
Number of stock issued during period, shares | 23,705 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 182,982 | ||||||||||||||||||||||||||
Proceeds from public offering | 1,799,506 | ||||||||||||||||||||||||||
Intelligent Investment I LLC [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 1,210 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||
SRAX, Inc. [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 478 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 20,000 | ||||||||||||||||||||||||||
Stock compensation expense | 15,000 | ||||||||||||||||||||||||||
Newbridge Securities Corporation [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 156,341 | ||||||||||||||||||||||||||
Clear Think Capital [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 462 | 330 | 476 | 261 | 231 | 196 | |||||||||||||||||||||
Stock issued during period, value, issued for services | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | $ 239,229 | ||||||||||||||||||
Stock issued during period, shares, convertible promissory note | 11,111 | ||||||||||||||||||||||||||
Number of stock issued during period, shares | 1,380,585 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 343,849 | ||||||||||||||||||||||||||
Stock issued for commitment fees | 62,500 | ||||||||||||||||||||||||||
Stock issuance costs | $ 141,250 | ||||||||||||||||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, convertible promissory note | 11,111 | 1,379,211 | |||||||||||||||||||||||||
Stock issued convertible promissory note, value | $ 176,666 | $ 271,111 | $ 3,053,088 | ||||||||||||||||||||||||
Principal amount | $ 5,750,000 | 1,018,671 | |||||||||||||||||||||||||
Due on convertible promissory note | 2,075,900 | ||||||||||||||||||||||||||
Loss on settlement of debt | $ 977,188 | ||||||||||||||||||||||||||
Lind [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, convertible promissory note | 11,111 | ||||||||||||||||||||||||||
Stock issued convertible promissory note, value | $ 100,000 | ||||||||||||||||||||||||||
Aegis Capital Corp. [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of stock issued during period, shares | 410,000 | ||||||||||||||||||||||||||
Warrant to purchase shares | 40,000 | 40,000 | |||||||||||||||||||||||||
Proceeds from underwritten offering | $ 1,692,000 | ||||||||||||||||||||||||||
John Keelers [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of stock issued during period, shares | 3,958,333 | ||||||||||||||||||||||||||
Principal amount | $ 570,000 | ||||||||||||||||||||||||||
Silvia Alana And Nubar Herian And John Keeler [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 173,611 | ||||||||||||||||||||||||||
Timothy Mc Lellan And Trond Ringstand [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 277,778 | ||||||||||||||||||||||||||
Carlos Dalto [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 101,273 | ||||||||||||||||||||||||||
Jeffrey Guzy [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 399,306 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 227,083 | ||||||||||||||||||||||||||
Walter Lubkin Jr [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, value, issued for services | 1,736,111 | ||||||||||||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||||||||||||
Gault Seafood [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 359,250 | ||||||||||||||||||||||||||
Intelligent Investments I, LLC [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 769 | ||||||||||||||||||||||||||
TraDigital Marketing Group [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 500 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 13,800 | $ 9,750 | |||||||||||||||||||||||||
Clear Think Capital [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 144 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 6,000 | ||||||||||||||||||||||||||
Mark Crone [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 200,000 | ||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 157,980 | ||||||||||||||||||||||||||
Stock compensation expense | $ 0 | ||||||||||||||||||||||||||
SalesAgreementMember | 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] | |||||||||||||||||||||||||||
Number of stock issued during period, shares | 690,000 | ||||||||||||||||||||||||||
Warrant to purchase shares | 1,700,410 | 8,350,729 | |||||||||||||||||||||||||
Proceeds from public offering | $ 321,195 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Warrant to purchase shares | 1,000,000 | 435,035 | |||||||||||||||||||||||||
Principal amount | $ 3,439,558 | $ 5,750,000 | $ 3,439,558 | $ 1,200,000 | |||||||||||||||||||||||
Series A 8% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Dividend rate | 8% | ||||||||||||||||||||||||||
Warrant [Member] | Investor Relations Consulting Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 6,250 | ||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 250,000 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Dividend rate | 8% | ||||||||||||||||||||||||||
Board of Directors [Member] | 8% Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of designated preferred stock | 10,000 | ||||||||||||||||||||||||||
John Keeler [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 3,125 | ||||||||||||||||||||||||||
Trond Ringstad [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 5,000 | ||||||||||||||||||||||||||
Juan Carlos Dalto and Silvia Alana [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 2,170 | ||||||||||||||||||||||||||
Assets, Fair Value Disclosure | $ 222,222 | $ 222,222 | |||||||||||||||||||||||||
Jeffrey Guzy [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 7,188 | ||||||||||||||||||||||||||
Walter Lubkin and Tracy Greco and John Lubkin [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued | 22,029 | ||||||||||||||||||||||||||
Increase (Decrease) in Notes Receivable, Related Parties, Current | $ 176,228 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected Volatility, Minimum | 35% | 39% |
Expected Volatility, Maximum | 45% | 48% |
Risk free interest rate, Minimum | 2.87% | 2.87% |
Risk free interest rate, Maximum | 4.72% | 4.27% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life of options | 3 years | 3 years |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life of options | 5 years | 5 years |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of option, outstanding begining | 223,076 | 221,484 | |
Weighted average exercise price, outstanding beginning | $ 40 | ||
Weighted average remaining contractual life in years, outstanding ending | 3 years 9 months 18 days | 5 years 3 months | 6 years 2 months 23 days |
Number of option, exercisable beginning | 206,082 | 190,356 | |
Weighted average exercise price, exercisable beginning | $ 40 | ||
Weighted average remaining contractual life in years, exercisable ending | 4 years 3 months 7 days | 5 years 3 months 10 days | 6 years 9 months 29 days |
Aggregate intrinsic value, exercisable beginning | |||
Number of Option, Granted | 94,714 | 10,412 | |
Weighted average exercise price granted | $ 0.58 | $ 36.40 | |
Number of option, forfeited | (1,250) | (8,822) | |
Weighted average exercise price, forfeited | $ 40 | $ 46 | |
Number of option, vested | 219,908 | 206,082 | |
Weighted average exercise price, vested | |||
Weighted average exercise price, outstanding beginning | 40 | ||
Weighted average exercise price exercisable beginning | 40 | ||
Aggregate Intrinsic Value Exercisable, Beginning | |||
Number of option, outstanding ending | 316,540 | 223,076 | 221,484 |
Weighted average exercise price, outstanding ending | $ 31.11 | $ 40 | |
Number of option, exercisable ending | 219,908 | 206,082 | 190,356 |
Weighted average exercise price, exercisable ending | $ 31.11 | $ 40 | |
Aggregate intrinsic value, exercisable ending |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Oct. 01, 2023 | Aug. 03, 2023 | Nov. 22, 2022 | Sep. 16, 2022 | Apr. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock compensation expense | $ 69,125 | $ 187,385 | |||||||
Stock option purchase | 51,514 | ||||||||
Exercise price | $ 0.35 | ||||||||
Stock option vesting percentage | 20% | ||||||||
Share-based payment award, options, grants in period, gross | 94,714 | 10,412 | |||||||
Option exercise price | $ 0.58 | $ 36.40 | |||||||
Non-vested options outstanding | 96,632 | 16,994 | |||||||
Taste of BC Aquafarms, Inc [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option purchase | 1,250 | ||||||||
Option exercise price | $ 40 | ||||||||
Warrant term | 5 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 | 43,200 | 8,750 | |||||||
Estimated fair value of option granted during period | 12,261 | 84,334 | |||||||
Stock price | $ 0.80 | $ 31.40 | |||||||
Volatility rate | 45.44% | 39.23% | |||||||
Risk-free interest rate | 4.58% | 2.87% | |||||||
Cost not yet recognized, amount | $ 10,592 | $ 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 | 51,514 | 1,378 | |||||||
Estimated fair value of option granted during period | 5,489 | 8,409 | |||||||
Stock price | $ 0.36 | $ 17.20 | |||||||
Volatility rate | 35.97% | 46.72% | |||||||
Risk-free interest rate | 4.72% | 3.81% | |||||||
Cost not yet recognized, amount | $ 4,961 | $ 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 | 285 | ||||||||
Estimated fair value of option granted during period | 1,615 | ||||||||
Stock price | $ 15.80 | ||||||||
Volatility rate | 46.72% | ||||||||
Risk-free interest rate | 4.27% | ||||||||
Cost not yet recognized, amount | $ 1,558 | ||||||||
Employee [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 3 years | ||||||||
Stock option purchase | 51,514 | 43,200 | 285 | 1,378 | 8,822 | ||||
Option exercise price | $ 0.36 | $ 0.80 | $ 15.80 | $ 17.20 | $ 46 | ||||
Warrant term | 3 years | 3 years | 3 years | 3 years | 5 years | ||||
[custom:ReversedExpense] | $ 76,400 | $ 79,023 | |||||||
Contractors [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 10 years | ||||||||
Stock option purchase | 1,250 | ||||||||
Exercise price | $ 40 | ||||||||
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 | 8,750 | 25,000 | |||||||
Exercise price | $ 40 | $ 40 | |||||||
Stock granted for service | $ 25,000 | ||||||||
Option awarded term | each director was granted a five-year option to purchase | ||||||||
Share-based payment award, options, grants in period, gross | 1,250 | ||||||||
Option exercise price | $ 40 | ||||||||
Number of shares vested | 63 | ||||||||
Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 3 years | 5 years | |||||||
Stock option purchase | 43,200 | 351 | |||||||
Exercise price | $ 0.80 | $ 120 | |||||||
Employee One [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 3 years | ||||||||
Stock option purchase | 1,378 | ||||||||
Exercise price | $ 17.20 | ||||||||
Employee Two [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 3 years | ||||||||
Stock option purchase | 285 | ||||||||
Exercise price | $ 15.80 | ||||||||
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 | ||||||||
2018 Plan [Member] | Christopher Constable [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 10 years | ||||||||
Stock option purchase | 156,000 | ||||||||
Exercise price | $ 40 | ||||||||
Vested grant date | 1 year | ||||||||
2018 Plan [Member] | Long Term Employees [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 10 years | ||||||||
Stock option purchase | 17,562 | ||||||||
Exercise price | $ 40 | ||||||||
Stock option vesting percentage | 25% | ||||||||
2018 Plan [Member] | Employee [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option term | 10 years | ||||||||
Stock option purchase | 12,500 | ||||||||
Exercise price | $ 40 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted average exercise price, outstanding beginning | $ 40 | |
Weighted average exercise price exercisable beginning | 40 | |
Aggregate Intrinsic Value Exercisable, Beginning | ||
Weighted Average Exercise Price, Outstanding Ending | 40 | |
Weighted Average Exercise Price Exercisable Ending | 40 | |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 5 years 6 months 7 days | |
Warrant [Member] | ||
Number of Shares, Warrants Outstanding Beginning | 120,675 | |
Weighted average exercise price, outstanding beginning | $ 62.20 | |
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 | 62.20 | |
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 | 0.15 | |
Number of Shares, Warrants Exercised | (10,091,139) | |
Weighted Average Exercise Price Exercised | 0.03 | |
Number of Shares, Warrants Forfeited or Expired | ||
Weighted Average Exercise Price Forfeited or Expired | ||
Number of Shares, Warrants Outstanding Ending | 730,944 | 120,675 |
Weighted Average Exercise Price, Outstanding Ending | 12.04 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 4 years 2 months 12 days | |
Number of Shares, Warrants Exercisable Ending | 555,710 | 120,675 |
Weighted Average Exercise Price Exercisable Ending | 15.41 | 62.20 |
Aggregate Intrinsic Value Exercisable, Ending |
Warrants (Details Narrative)
Warrants (Details Narrative) | 12 Months Ended | |||||||
Sep. 11, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Integer $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 27, 2023 USD ($) $ / shares shares | May 30, 2023 USD ($) $ / shares shares | May 27, 2023 | Feb. 14, 2023 shares | Jan. 24, 2022 USD ($) $ / shares shares | |
Stock price | $ 1,000 | |||||||
Proceeds from Warrant Exercises | $ | $ 250,000 | |||||||
Pre Funded Warrants [Member] | ||||||||
Shares issued price per share | $ 0.01 | |||||||
[custom:ClassOfWarrantOrRightNumberOfSecuritiesExercisableCalledByWarrantsOrRights-0] | shares | 10,051,139 | |||||||
Series A-1 Warrants [Member] | ||||||||
Expected term | 5 years | |||||||
Exercise price per share | $ 0.4655 | |||||||
Warrant to purchase shares | shares | 10,741,139 | |||||||
Series A-2 Warrants [Member] | ||||||||
Expected term | 18 months | |||||||
Exercise price per share | $ 0.4655 | |||||||
Warrant to purchase shares | shares | 10,741,139 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Warrant to purchase shares | shares | 1,700,410 | 8,350,729 | ||||||
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member] | ||||||||
Exercise price per share | $ 0.01 | |||||||
Fair value of warrant | $ | $ 4,619,851 | |||||||
Warrant to purchase shares | shares | 10,051,139 | |||||||
Shares issued price per share | $ 0.4555 | |||||||
[custom:ClassOfWarrantOrRightNumberOfSecuritiesExercisableCalledByWarrantsOrRights-0] | shares | 10,051,139 | |||||||
Proceeds from Warrant Exercises | $ | $ 4,578,294 | |||||||
Securities Purchase Agreement [Member] | Measurement Input, Exercise Price [Member] | Pre Funded Warrants [Member] | ||||||||
Warrant measurement input | 0.01 | |||||||
Investor Relations Consulting Agreement [Member] | Warrant [Member] | ||||||||
Exercise price per share | $ 40 | |||||||
Stock issued during period shares issued for services | shares | 6,250 | |||||||
Maximum [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | Pre Funded Warrants [Member] | ||||||||
Warrant measurement input | 149.06 | |||||||
Minimum [Member] | Securities Purchase Agreement [Member] | Measurement Input, Share Price [Member] | Pre Funded Warrants [Member] | ||||||||
Stock price | $ 0.469 | |||||||
Minimum [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Pre Funded Warrants [Member] | ||||||||
Warrant measurement input | 5.40 | |||||||
Lind Global Fund II LP [Member] | ||||||||
Debt instrument, principal amount | $ | $ 1,018,671 | $ 5,750,000 | ||||||
Expected term | 5 years | |||||||
Warrant to purchase shares | shares | 50,000 | |||||||
Exercise price per share | $ 90 | |||||||
Fair value of warrant | $ | $ 1,412,213 | |||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | ||||||||
Debt instrument, principal amount | $ | $ 3,439,558 | $ 1,200,000 | $ 5,750,000 | |||||
Expected term | 5 years | 5 years | ||||||
Exercise price per share | $ 2.45 | $ 4.50 | ||||||
Fair value of warrant | $ | $ 664 | $ 381,538 | ||||||
Fair value of convertible notes | $ | $ 1,035,253 | |||||||
Warrant to purchase shares | shares | 435,035 | 1,000,000 | ||||||
Shares issued price per share | $ 2.45 | |||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Share Price [Member] | ||||||||
Stock price | $ 2.14 | $ 79.40 | ||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Warrant measurement input | 46.01 | 43.21 | ||||||
Lind Global Fund II LP [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrant measurement input | 3.81 | 1.53 | ||||||
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] | Purchase Agreement [Member] | ||||||||
Debt instrument, principal amount | $ | $ 300,000 | |||||||
Expected term | 5 years | |||||||
Exercise price per share | $ 1.34 | |||||||
Fair value of warrant | $ | $ 910 | $ 72,208 | $ 72,208 | |||||
Warrant to purchase shares | shares | 175,234 | |||||||
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 | 45.51 | |||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrant measurement input | 4.24 | |||||||
Lind Global Fund II LP [Member] | Purchase Agreement [Member] | Measurement Input, Exercise Price [Member] | ||||||||
Warrant measurement input | 1.34 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | ||||||||
Exercise price per share | $ 90 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | ||||||||
Exercise price per share | $ 4.50 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | Measurement Input, Share Price [Member] | ||||||||
Stock price | $ 0.14 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Warrant measurement input | 50.12 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrant measurement input | 3.84 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Purchase Agreement [Member] | Measurement Input, Share Price [Member] | ||||||||
Stock price | $ 0.14 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Warrant measurement input | 49.76 | |||||||
Lind Global Fund II LP [Member] | Maximum [Member] | Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Warrant measurement input | 3.84 | |||||||
Aegis Capital Corp. [Member] | ||||||||
Exercise price per share | $ 3.98 | |||||||
Warrant to purchase shares | shares | 40,000 | 40,000 |
Schedule of Rate Reconciliation
Schedule of Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Provision/(Benefit) at statutory rate | 21% | 21% |
State tax Provision/(Benefit) net of federal benefit | 5.10% | 2.35% |
Permanent book/tax differences | 5.85% | (0.048%) |
Change in valuation allowance | (1.85%) | (20.85%) |
Other | (30.11%) | (2.42%) |
Income Tax Provision/(Benefit) | ||
Provision/(Benefit) at Statutory Rate | $ 851,925 | $ (2,770,944) |
State Tax Provision/(Benefit) net of federal benefit | (206,832) | (309,886) |
Permanent Book/Tax Differences | (237,419) | 10,621 |
Change in valuation allowance | 74,848 | 2,751,592 |
Other | 1,221,327 | 318,617 |
Income Tax Provision/(Benefit) |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Asset (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Business interest limitation | $ 627,930 | |
Allowance for bad debt | 5,797 | |
Fixed assets | 136,208 | 140,494 |
Stock based compensation | 1,017,629 | |
Net operating loss carryovers | 3,626,165 | 2,089,409 |
Non-capital Losses | 511,340 | 365,053 |
Other | 83,687 | 46,385 |
Net Deferred Tax Asset/(Liability) | 4,363,197 | 4,286,900 |
Valuation Allowance | (4,363,197) | (4,286,900) |
Net Deferred Tax Asset/(Liability) |
Income taxes (Details Narrative
Income taxes (Details Narrative) | Dec. 31, 2023 USD ($) |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 14,896,960 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 11,456,916 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||
Feb. 03, 2024 USD ($) | Oct. 01, 2023 USD ($) | Feb. 03, 2023 USD ($) ft² | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2024 ft² | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 1,500 | $ 72,526 | ||||||
Rental and equipment lease expenses | 166,000 | $ 168,000 | ||||||
Settlement Agreement [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Reserved for settlement | 70,000 | |||||||
Coastal Pride Seafood LLC [Member] | Subsequent Event [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Area of land held. | ft² | 1,600 | |||||||
Gault Sea Food, LLC [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 1,000 | |||||||
Area of land held. | ft² | 9,050 | |||||||
Lessee, operating lease, term of contract | 1 year | |||||||
Gault Sea Food, LLC [Member] | Subsequent Event [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 1,500 | |||||||
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 | |||||||
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 | |||||||
Lease Agreement [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 23,200 | $ 69,900 | ||||||
Lease One [Member] | Coastal Pride Seafood LLC [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 1,255 | |||||||
Lease Two [Member] | Coastal Pride Seafood LLC [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | 750 | |||||||
New One-year Office Lease [Member] | Coastal Pride Seafood LLC [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, payments | $ 1,000 | |||||||
Area of land held. | ft² | 1,100 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Mar. 11, 2024 | Feb. 12, 2024 | Feb. 01, 2024 | Jan. 25, 2024 | Jan. 23, 2024 | Jan. 18, 2024 | Jan. 05, 2024 | Jan. 02, 2024 | Sep. 11, 2023 | Mar. 31, 2024 | Feb. 29, 2024 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 23,705 | |||||||||||||
Aggregate cash | $ 3,053,088 | $ 547,777 | ||||||||||||
Clear Think Capital [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 1,380,585 | |||||||||||||
Security Agreement [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 122,491 | |||||||||||||
Security Agreement [Member] | Subsequent Event [Member] | Agile Lending LLC And Agile Capital Funding LLC [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | 122,491 | |||||||||||||
Interest amount | $ 48,996 | |||||||||||||
Payment for fee | $ 7,795 | |||||||||||||
Commitment fee | $ 5,833 | |||||||||||||
Accrued interest rate | 5% | |||||||||||||
MCA Plus Agreement [Member] | Subsequent Event [Member] | Clear Think Capital [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Principal amount | $ 200,000 | |||||||||||||
Payment for fee | 14,706 | |||||||||||||
Commitment fee | $ 50,000 | |||||||||||||
Accrued interest rate | 25% | |||||||||||||
Additional interest rate | 5% | |||||||||||||
Principal amount | $ 50,000 | |||||||||||||
Common stock issued for note payment, shares | 82,706 | 354,610 | 76,388 | |||||||||||
Aggregate cash | $ 50,000 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 690,000 | |||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Clear Think Capital [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 11,332,787 | 11,332,787 | ||||||||||||
Aggregate cash | $ 836,360 | $ 836,360 | ||||||||||||
Master Service Agreement [Member] | Subsequent Event [Member] | Afritex Ventures Inc [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 1,000,000 | |||||||||||||
Agreement term description | The term of the Services Agreement will automatically extend for three thirty-day periods, if Afritex’s outstanding debt is no greater than $325,000. | |||||||||||||
Share discount rate | 10% | |||||||||||||
Option Agreement [Member] | Subsequent Event [Member] | Afritex Ventures Inc [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Agreement term description | The Option Agreement may be terminated if, among others, the closing has not has not occurred within 90 days, unless extended for two additional 30-day periods at the Company’s sole discretion. To date, the Company has not exercised its option to purchase such intangibles assets, machinery and equipment. | |||||||||||||
Purchase price of machinery and equipment | $ 554,714 | |||||||||||||
Debt description | The closing of the Option Agreement is subject to, among other things, the successful restructuring of Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding. | |||||||||||||
Option Agreement [Member] | Subsequent Event [Member] | Afritex Ventures Inc [Member] | Shares Held In Escrow [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 5,000,000 | |||||||||||||
Option Agreement [Member] | Subsequent Event [Member] | Lind Global Fund II LP [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock issued for note payment, shares | 750,000 | |||||||||||||
Aggregate cash | $ 60,000 |