Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40991 | |
Entity Registrant Name | BLUE STAR FOODS CORP. | |
Entity Central Index Key | 0001730773 | |
Entity Tax Identification Number | 82-4270040 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3000 NW 109th Avenue | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33172 | |
City Area Code | (305) | |
Local Phone Number | 836-6858 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BSFC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,659,795 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 22,298 | $ 24,163 |
Accounts receivable, net of allowances and credit losses of $34,968 and $31,064 | 910,815 | 534,195 |
Inventory, net | 2,280,480 | 2,608,521 |
Other current assets | 1,326,011 | 833,472 |
Total Current Assets | 4,539,604 | 4,095,876 |
RELATED PARTY LONG-TERM RECEIVABLE | 435,545 | 435,545 |
FIXED ASSETS, net | 324,077 | 303,857 |
RIGHT OF USE ASSET | 114,807 | 125,014 |
ADVANCES TO RELATED PARTY | 1,299,984 | 1,299,984 |
OTHER ASSETS | 144,345 | 102,222 |
TOTAL ASSETS | 6,858,362 | 6,362,498 |
CURRENT LIABILITIES | ||
Accounts payable and accruals | 1,061,169 | 661,377 |
Customer refunds | 178,874 | 189,975 |
Deferred income | 47,263 | 47,819 |
Current maturities of lease liabilities | 35,650 | 35,428 |
Loan payable | 412,265 | 156,938 |
Related party notes payable - subordinated | 86,038 | 165,620 |
Derivative liability | 957,265 | 1,047,049 |
Warrants liability | 402 | 1,574 |
Other current liabilities | 790,881 | 790,881 |
Total Current Liabilities | 3,669,807 | 3,196,661 |
LONG-TERM LIABILITIES | ||
Lease liability, net of current portion | 79,157 | 89,586 |
Debt, net of current portion and discounts | 533,058 | 481,329 |
TOTAL LIABILITIES | 4,282,022 | 3,767,576 |
STOCKHOLDERS’ EQUITY | ||
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of March 31, 2024, and 0 shares issued and outstanding as of December 31, 2023 | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 35,785,371 shares issued and outstanding as of March 31, 2024, and 23,086,077 shares issued and outstanding as of December 31, 2023 | 3,593 | 2,324 |
Additional paid-in capital | 37,654,859 | 36,659,648 |
Accumulated other comprehensive loss | (101,962) | (179,995) |
Accumulated deficit | (34,903,827) | (33,810,732) |
Treasury stock, 7,564 shares as of March 31, 2024 and 7,564 shares as of December 31, 2023 | (76,323) | (76,323) |
TOTAL STOCKHOLDERS’ EQUITY | 2,576,340 | 2,594,922 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 6,858,362 | 6,362,498 |
Related Party [Member] | ||
CURRENT ASSETS | ||
Advances to related party | 95,525 | |
CURRENT LIABILITIES | ||
Current maturities of related party long-term notes | $ 100,000 | $ 100,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Allowance for doubtful accounts receivable current | $ 34,968 | $ 31,064 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 35,785,371 | 23,086,077 |
Common stock, shares outstanding | 35,785,371 | 23,086,077 |
Treasury stock common, shares | 7,564 | 7,564 |
Series A 8% Cumulative Convertible Preferred Stock [Member] | ||
Preferred stock dividend percentage | 8% | 8% |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
REVENUE, NET | $ 2,260,329 | $ 1,898,439 |
COST OF REVENUE | 2,089,567 | 1,614,077 |
GROSS PROFIT | 170,762 | 284,362 |
COMMISSIONS | 4,221 | 973 |
SALARIES AND WAGES | 301,790 | 530,838 |
DEPRECIATION AND AMORTIZATION | 1,299 | 2,669 |
OTHER OPERATING EXPENSES | 705,651 | 700,090 |
LOSS FROM OPERATIONS | (842,199) | (950,208) |
OTHER INCOME | 1,535 | 1,902 |
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES | 82,636 | |
LOSS ON SETTLEMENT OF DEBT | (648,430) | |
INTEREST EXPENSE | (335,067) | (354,666) |
NET LOSS | (1,093,095) | (1,951,402) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (1,093,095) | (1,951,402) |
COMPREHENSIVE LOSS: | ||
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 78,033 | 85,574 |
COMPREHENSIVE LOSS | $ (1,015,062) | $ (1,865,828) |
Loss per common share: | ||
Net loss per common share - basic | $ (0.04) | $ (1.10) |
Net loss per common share - diluted | $ (0.04) | $ (1.10) |
Weighted average common shares outstanding - basic | 26,387,484 | 1,688,843 |
Weighted average common shares outstanding - diluted | 26,387,484 | 1,688,843 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stocks [Member] | Total |
Balance at Dec. 31, 2022 | $ 134 | $ 28,329,116 | $ (29,339,120) | $ (235,853) | $ (1,245,723) | ||
Balance, shares at Dec. 31, 2022 | 1,338,321 | ||||||
Stock based compensation | 20,190 | 20,190 | |||||
Common stock issued for service | $ 1 | 22,999 | 23,000 | ||||
Common stock issued for service, shares | 3,288 | ||||||
Net Loss | (1,951,402) | (1,951,402) | |||||
Cumulative translation adjustment | 85,574 | 85,574 | |||||
Common stock issued for note payment | $ 37 | 1,743,193 | 1,743,230 | ||||
Common stock issued for note payment, shares | 373,533 | ||||||
Common stock issued for cash | $ 47 | 1,880,645 | 1,880,692 | ||||
Common stock issued for cash, shares | 473,705 | ||||||
Repurchase of common stock | (76,323) | (76,323) | |||||
Balance at Mar. 31, 2023 | $ 219 | 31,996,143 | (31,290,522) | (150,279) | (76,323) | 479,238 | |
Balance, shares at Mar. 31, 2023 | 2,188,847 | ||||||
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 | ||||||
Stock based compensation | 8,800 | 8,800 | |||||
Common stock issued for service | $ 26 | 32,974 | 33,000 | ||||
Common stock issued for service, shares | 261,897 | ||||||
Common stock issued for conversion of note payable | $ 75 | 68,245 | 68,320 | ||||
Common stock issued for note payment, shares | 750,000 | ||||||
Common stock issued for cash | $ 1,133 | 835,227 | 836,360 | ||||
Common stock issued for cash, shares | 11,332,787 | ||||||
Common stock issued for loan commitment fees | $ 35 | 49,965 | 50,000 | ||||
Common stock issued for loan commitment fees, shares | 354,610 | ||||||
Net Loss | (1,093,095) | (1,093,095) | |||||
Cumulative translation adjustment | 78,033 | 78,033 | |||||
Balance at Mar. 31, 2024 | $ 3,593 | $ 37,654,859 | $ (34,903,827) | $ (101,962) | $ (76,323) | $ 2,576,340 | |
Balance, shares at Mar. 31, 2024 | 35,785,371 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (1,093,095) | $ (1,951,402) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Stock based compensation | 8,800 | 20,190 |
Common stock issued for service | 33,000 | 23,000 |
Depreciation of fixed assets | 1,299 | 1,046 |
Amortization of intangible assets | 1,623 | |
Amortization of debt discounts | 113,352 | 273,614 |
Allowance for inventory obsolescence | 160,049 | |
Loss on settlement of debt | 648,430 | |
Lease expense | 10,207 | 16,422 |
Credit loss expense | 4,051 | |
Gain on revaluation of fair value of derivative and warrant liabilities | (82,636) | |
Changes in operating assets and liabilities: | ||
Accounts receivables | (380,671) | (231,928) |
Inventories | 167,992 | 1,294,534 |
Advances to related parties | 95,525 | |
Other current assets | (102,539) | (251,352) |
Right of use liability | (10,207) | (16,457) |
Other assets | 6,254 | |
Accounts payable and accruals | 388,691 | (1,234,498) |
Net Cash (Used in) Operating Activities | (679,928) | (1,406,778) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (23,146) | (15,351) |
Net Cash (Used in) Investing Activities | (23,146) | (15,351) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock offering | 446,360 | 1,880,692 |
Proceeds from working capital line of credit | 1,165,765 | |
Proceeds from short-term loan | 532,491 | |
Repayments of working capital line of credit | (1,454,193) | |
Repayments of short-term loan | (276,643) | |
Repayments of related party notes payable | (79,582) | |
Purchase of treasury stock | (76,323) | |
Net Cash Provided by Financing Activities | 622,626 | 1,515,941 |
Effect of Exchange Rate Changes on Cash | 78,583 | 85,836 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | (1,865) | 179,648 |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 24,163 | 9,262 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 22,298 | 188,910 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 234,051 | 86,811 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||
Common stock issued for partial settlement of note payable | 68,320 | 1,743,230 |
Common stock issued for loan commitment fees | $ 50,000 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company has three other subsidiaries, Coastal Pride, TOBC and AFVFL which maintain the Company’s fresh crab meat, steelhead salmon and packaged seafood and other inventory businesses, respectively. The Company’s current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, steelhead salmon and rainbow trout produced under the brand name Little Cedar Farms for distribution in Canada and purchasing raw materials for packaged seafood and other inventory under AFVFL to be sold to various customers in the United States. 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 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 earn all of the revenue and profits by the purchase and sale of Afritex’s inventory. 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 extended the Option Agreement for the first additional 30-day period and has not exercised its option to purchase such intangibles assets, machinery and equipment In connection with the Services Agreement, on February 1, 2024, AFVFL, a wholly-owned subsidiary of the Company, was incorporated in the State of Florida for the purpose of purchasing raw materials from Afritex for the preparation of packaged seafood and other inventory to be sold to various customers in the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 has been derived from the Company’s annual financial statements that were audited by our independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024 for a broader discussion of our business and the risks inherent in such business. Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, including of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of March 31, 2024, and December 31, 2023, the balance due from the related party for future shipments was approximately $ 1,300,000 no Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from Mexico, Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada and purchasing raw materials for packaged seafood and other inventory under AFVFL. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for credit losses are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the allowance for credit losses. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of March 31, 2024, the Company recorded allowances for sales returns, allowances and discounts of $ 34,968 178,874 4,000 31,064 189,975 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 and raw materials for packaged seafood and other inventory from AFVFL. The cost of inventory is primarily determined using the specific identification method for crab meat and raw materials for packaged seafood inventory. 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 raw materials for packaged seafood inventory and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. For the three months ended March 31, 2024, the Company recorded an inventory allowance of $ 336,049 176,000 which was charged to cost of goods sold. The Company’s inventory as of March 31, 2024 and December 31, 2023 consists of: Schedule of Inventory March 31, 2024 December 31, 2023 Inventory purchased for resale $ 1,994,332 $ 1,708,311 Feeds and eggs processed 64,788 102,373 Raw materials for packaged seafood 442,733 - Packaged seafood inventory 60,980 - Inventory other 53,696 - In-transit inventory - 973,837 Less: Inventory allowance (336,049 ) (176,000 ) Inventory, net $ 2,280,480 $ 2,608,521 Inventory other is comprised of packaged inventory involving other protein items such as poultry, beef and pork. Lease Accounting The Company accounts for its leases under ASC 842, Leases The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. The Company did not have any finance leases as of March 31, 2024. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2024. Schedule of Lease-related Assets and Liabilities March 31, 2024 Assets Operating lease assets $ 114,807 Liabilities Current Operating lease liabilities $ 35,650 Noncurrent Operating lease liabilities $ 79,157 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Three Months Ended March 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,207 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 March 31, 2024 Weighted-average remaining lease term Operating leases 3.0 Weighted-average discount rate Operating leases 7.3 % Maturities of lease liabilities as of March 31, 2024 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2024 (nine months remaining) 32,954 2025 43,939 2026 43,939 2027 10,985 2028 - Total lease payments 131,817 Less: amount of lease payments representing interest (17,010 ) Present value of future minimum lease payments $ 114,807 Less: current obligations under leases $ (35,650 ) Non-current obligations $ 79,157 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 Foreign Currency Exchange Rates Risk The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements. Fair Value Measurements and Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. We believe the carrying values of our cash, accounts receivable, accounts payable, and accrued expenses 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 using the Black Scholes Pricing model as of March 31, 2024 and December 31, 2023. There were no financial assets and liabilities that were measured at fair value on a recurring basis under Levels 1 and 2. Schedule of Derivative and Warrant Liabilities Measured at Fair Value Level 3 Fair Value As of March 31, 2024 As of December 31, 2023 Liabilities Derivative liability on convertible debt $ 957,265 $ 1,047,049 Warrant liability 402 1,574 Total $ 957,667 $ 1,048,623 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the three months ended March 31, 2024: Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability Derivative liability balance, January 1, 2024 $ 1,047,049 Issuance of derivative liability during the period - Settlement of derivative liability (8,320 ) Change in derivative liability during the period (81,464 ) Derivative liability balance, March 31, 2024 $ 957,265 Warrant liability balance, January 1, 2024 $ 1,574 Issuance of warrant liability during the period - Change in warrant liability during the period (1,172 ) Warrant liability balance, March 31, 2024 $ 402 The fair market value of all derivatives and warrant liability as of December 31, 2023 was determined using the Black-Scholes option pricing model which used the following assumptions: Schedule of Fair market value of all Derivatives Stock price $ 0.14 Expected dividend yield 0.00 % Expected stock price volatility 45.51 150.46 % Risk-free interest rate 3.81 4.91 % Expected term 1.42 5.00 The fair market value of all derivatives and warrant liability as of March 31, 2024 was determined using the Black-Scholes option pricing model which used the following assumptions: Stock price $ 0.09 Expected dividend yield 0.00 % Expected stock price volatility 50.84 139.57 Risk-free interest rate 4.21 5.03 % Expected term 1.17 4.83 Recent Accounting Pronouncements There are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the three months ended March 31, 2024, the Company incurred a net loss of $ 1,093,095 34,903,827 869,797 86,038 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 4. Other Current Assets Other current assets totaled $ 1,326,011 833,472 404,000 158,000 390,000 |
Fixed Assets, Net
Fixed Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Note 5. Fixed Assets, Net Fixed assets comprised the following: Schedule of Fixed Assets March 31, 2024 December 31, 2023 Computer equipment $ 47,908 $ 47,908 RAS system 138,588 140,214 Leasehold improvements 17,904 17,904 Building Improvements 159,798 136,653 Total 364,198 342,679 Fixed assets, gross 364,198 342,679 Less: Accumulated depreciation (40,121 ) (38,822 ) Fixed assets, net $ 324,077 $ 303,857 For the three months ended March 31, 2024 and 2023, depreciation expense totaled approximately $ 1,300 1,000 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt Working Capital Line of Credit On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”). Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $ 5,000,000 The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75% 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 paid an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance in order to increase imports to meet customer demand. 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 1,165,765 1,454,193 On June 16, 2023, the Company terminated the Loan Agreement and paid a total of approximately $ 108,400 93,400 9,900 4,900 John Keeler Promissory Notes The Company had unsecured promissory notes outstanding to John Keeler of approximately $ 86,000 2,484 13,140 6 79,582 no 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, 2023, $ 250,000 As of March 31, 2024, $ 1,041 Interest expense for the note totaled approximately $ 1,000 3,500 As of March 31, 2024 and December 31, 2023, the outstanding principal balance on the note totaled $ 100,000 Lind Global Fund II LP notes 2022 Note On January 24, 2022, the Company entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which the Company issued Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 5,750,000 (the “2022 Lind Note) and a five -year warrant to purchase 1,000,000 shares of common stock at an exercise price of $ 4.50 per share, subject to customary adjustments ( 50,000 shares of common stock at an exercise price of $ 90 per share after taking into account the Company’s Reverse Stock Split). The warrant provides for cashless exercise and for full ratchet anti-dilution if the Company issues securities at less than $ 4.50 per share (exercise price of $ 90 per share after taking into account the Company’s Reverse Stock Split). In connection with the issuance of the 2022 Lind Note and the warrant, the Company paid a $ 150,000 commitment fee to Lind and $ 87,144 of debt issuance costs. The Company recorded a total of $ 2,022,397 debt discount at issuance of the debt, including original issuance discount of $ 750,000 , commitment fee of $ 150,000 , $ 87,144 debt issuance cost, and $ 1,035,253 related to the fair value of warrants issued. Amortization expense recorded in interest expense totaled $ 0 and $ 273,614 for the three months ended March 31, 2024 and 2023, respectively. The outstanding principal under the 2022 Lind Note was 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 was mandatorily payable prior to maturity if the Company issued any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issued any debt. 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 failed to maintain the listing and trading of its common stock, the note would 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 engaged in capital raising transactions, Lind had the right to purchase up to 10 The 2022 Lind Note was 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 had 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 contained 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 would become immediately due and payable at a default interest rate of 125 80 During the year ended December 31, 2023, the Company made aggregate principal payments on the 2022 Lind Note of $ 2,075,900 1,379,212 1,094,800 373,532 2,573,142 2023 Note On May 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 1,200,000 435,035 five years 2.45 50,000 In connection with the issuance of the 2022 Lind Note, the Company and Lind amended the 2022 Security Agreement to include the new 2023 Lind Note, pursuant to an amended and restated security agreement, dated May 30, 2023, between the Company and Lind. The Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable pursuant to the 2023 Lind Note and Lind Warrant. 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 19.9 264,687 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 convertible promissory note, pursuant to the Purchase Agreement Amendment, the embedded conversion feature was accounted for as a derivative liability. The fair value of the derivative liability at issuance amounting to $ 118,984 During the three months ended March 31, 2024, $ 60,000 750,000 shares of common stock. As of March 31, 2024, the outstanding balance on the notes was $ 1,440,000 , net of debt discount of $ 906,942 , and totaling $ 533,058 . For the three months ended March 31, 2024 and 2023, amortization of debt discounts totaled $ 113,352 273,614 , respectively. Agile Lending, LLC Loans On June 14, 2023, the Company, and Keeler & Co. (each a “Borrower”) entered into a subordinated business loan and security agreement with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company in the amount of $ 525,000 231,000 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 10,000 210,000 112,000 47,250 0 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 May 31, 2024 7,795 5,833 5 122,491 72,381 28,952 50,110 On March 1, 2024, 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 79,800 August 29, 2024 11,146 10,000 210,000 33,438 no 176,562 ClearThink Term Loan On January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink Capital LLC (“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 58,824 no 141,176 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7. Stockholders’ Equity In January 2023, the Company sold an aggregate of 23,705 182,982 7,564 76,323 On February 14, 2023, the Company issued 410,000 40,000 1,692,000 On August 22, 2023, the Company issued 200,000 157,980 50,000 On January 25, 2024, the Company issued 354,610 50,000 During February 2024 and March 2024, the Company issued an aggregate of 11,332,787 836,360 446,360 390,000 On February 12, 2024, the Company issued 5,000,000 630,000 On March 11, 2024, the Company issued 750,000 shares of common stock to Lind as partial conversion of $ 60,000 During the three months ended March 31, 2024, the Company issued an aggregate of 261,897 |
Options
Options | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Options | Note 8. Options The following table represents option activity for the three months ended March 31, 2024: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2023 316,540 $ 31.11 3.80 Exercisable – December 31, 2023 219,908 $ 31.11 4.27 $ - Granted - $ - Forfeited - $ - Vested 230,152 - Outstanding – March 31, 2024 316,540 $ 29.50 3.55 Exercisable – March 31, 2024 230,152 $ 29.50 3.96 $ - For the three months ended March 31, 2024, the Company recognized $ 8,800 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Warrants | Note 9. Warrants The following table represents warrant activity for the three months ended March 31, 2024: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2023 730,944 $ 12.04 4.20 Exercisable – December 31, 2023 555,710 $ 15.41 5.52 $ - Granted - $ - Exercised - $ - Forfeited or Expired (50,000 ) $ - Outstanding – March 31, 2024 680,944 $ 6.31 4.25 Exercisable – March 31, 2024 680,944 $ 6.31 4.25 $ - On May 30, 2023, in connection with the issuance of the $ 1,200,000 promissory note to Lind pursuant to a securities purchase agreement, the Company issued Lind a five -year warrant exercisable six months from the date of issuance to purchase 435,035 shares of common stock at an exercise price of $ 2.45 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. The fair value of the warrants of $ 381,538 was recorded as a discount to the 2023 Lind Note and classified as liabilities. On July 27, 2023, in connection with the issuance of the $ 300,000 promissory note to Lind pursuant to the Purchase Agreement Amendment, the Company issued Lind a five -year warrant exercisable six months from the date of issuance to purchase 175,234 shares of common stock at an exercise price of $ 1.34 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. The fair value of the warrants of $ 72,208 was recorded as a discount to the 2023 Purchase Agreement Amendment and classified as a liability. 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-month Series A-2 warrants to purchase up to 10,741,139 0.4655 There was no warrant activity for the three months ended March 31, 2024. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 10. Commitment and Contingencies Office lease On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party and paid $ 17,400 17,400 Coastal Pride leases approximately 1,100 1,000 3,000 Coastal Pride also leased a 9,050 1,000 one 1,500 1,500 4,500 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 $ 42,600 44,500 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Afritex Manufacturing Agreement On April 4, 2024, the Company entered into a two-year contract manufacturing agreement with Afritex Ventures, Inc., a Texas corporation, and a commercial manufacturer of food products (the “Supplier), and Eagle Rising Food Solutions LLC, a Florida corporation and a national seafood distributor (the “Buyer”), effective March 21, 2024. The agreement automatically renews for successive one-year terms if not terminated by either party at least sixty days prior to the end of the then current term. Pursuant to the agreement, the Supplier will manufacture certain food products and provide consulting services to Buyer based on Buyer’s purchase orders. The Buyer granted the Supplier a non-exclusive, worldwide, royalty-free license to use its trademarks for such products. Under the agreement, the Supplier is responsible for product production and certain storage and the Buyer is responsible for the cost of freight and delivery of the products and is required to pay invoices within 35 days of receipt of the products. Late payments are subject to interest of 1 Shares issuances During February 2024 and March 2024, the Company issued an aggregate of 11,332,787 836,360 446,360 390,000 On April 8, 2024, the Company issued 119,565 On April 9, 2024, and April 22, 2024, the Company issued 1,351,351 1,403,508 100,000 80,000 During April 2024, the Company issued an aggregate of 9,000,000 518,000 Note Issuances On April 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued a promissory note in the principal amount of $ 300,000 500,000 50,000 20 On April 16, 2024, the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a convertible promissory note in the principal amount of $ 138,000 23,000 26,220 Upon the occurrence of an event of default as described in the Diagonal Note, the Diagonal Note will become immediately due and payable at a default interest rate of 150 61 Resignation of Chief Financial Officer and Director On May 10, 2024, Silvia Alana, a director and the Company’s Chief Financial Officer, notified the Company of her resignation from the board of directors and as Chief Financial Officer, effective May 28, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 has been derived from the Company’s annual financial statements that were audited by our independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024 for a broader discussion of our business and the risks inherent in such business. |
Advances to Suppliers and Related Party | Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, including of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As of March 31, 2024, and December 31, 2023, the balance due from the related party for future shipments was approximately $ 1,300,000 no |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from Mexico, Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada and purchasing raw materials for packaged seafood and other inventory under AFVFL. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for credit losses are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the allowance for credit losses. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of March 31, 2024, the Company recorded allowances for sales returns, allowances and discounts of $ 34,968 178,874 4,000 31,064 189,975 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 and raw materials for packaged seafood and other inventory from AFVFL. The cost of inventory is primarily determined using the specific identification method for crab meat and raw materials for packaged seafood inventory. 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 raw materials for packaged seafood inventory and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. For the three months ended March 31, 2024, the Company recorded an inventory allowance of $ 336,049 176,000 which was charged to cost of goods sold. The Company’s inventory as of March 31, 2024 and December 31, 2023 consists of: Schedule of Inventory March 31, 2024 December 31, 2023 Inventory purchased for resale $ 1,994,332 $ 1,708,311 Feeds and eggs processed 64,788 102,373 Raw materials for packaged seafood 442,733 - Packaged seafood inventory 60,980 - Inventory other 53,696 - In-transit inventory - 973,837 Less: Inventory allowance (336,049 ) (176,000 ) Inventory, net $ 2,280,480 $ 2,608,521 Inventory other is comprised of packaged inventory involving other protein items such as poultry, beef and pork. |
Lease Accounting | Lease Accounting The Company accounts for its leases under ASC 842, Leases The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. The Company did not have any finance leases as of March 31, 2024. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2024. Schedule of Lease-related Assets and Liabilities March 31, 2024 Assets Operating lease assets $ 114,807 Liabilities Current Operating lease liabilities $ 35,650 Noncurrent Operating lease liabilities $ 79,157 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Three Months Ended March 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,207 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 March 31, 2024 Weighted-average remaining lease term Operating leases 3.0 Weighted-average discount rate Operating leases 7.3 % Maturities of lease liabilities as of March 31, 2024 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2024 (nine months remaining) 32,954 2025 43,939 2026 43,939 2027 10,985 2028 - Total lease payments 131,817 Less: amount of lease payments representing interest (17,010 ) Present value of future minimum lease payments $ 114,807 Less: current obligations under leases $ (35,650 ) Non-current obligations $ 79,157 |
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 |
Foreign Currency Exchange Rates Risk | Foreign Currency Exchange Rates Risk The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. We believe the carrying values of our cash, accounts receivable, accounts payable, and accrued expenses 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 using the Black Scholes Pricing model as of March 31, 2024 and December 31, 2023. There were no financial assets and liabilities that were measured at fair value on a recurring basis under Levels 1 and 2. Schedule of Derivative and Warrant Liabilities Measured at Fair Value Level 3 Fair Value As of March 31, 2024 As of December 31, 2023 Liabilities Derivative liability on convertible debt $ 957,265 $ 1,047,049 Warrant liability 402 1,574 Total $ 957,667 $ 1,048,623 The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the three months ended March 31, 2024: Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability Derivative liability balance, January 1, 2024 $ 1,047,049 Issuance of derivative liability during the period - Settlement of derivative liability (8,320 ) Change in derivative liability during the period (81,464 ) Derivative liability balance, March 31, 2024 $ 957,265 Warrant liability balance, January 1, 2024 $ 1,574 Issuance of warrant liability during the period - Change in warrant liability during the period (1,172 ) Warrant liability balance, March 31, 2024 $ 402 The fair market value of all derivatives and warrant liability as of December 31, 2023 was determined using the Black-Scholes option pricing model which used the following assumptions: Schedule of Fair market value of all Derivatives Stock price $ 0.14 Expected dividend yield 0.00 % Expected stock price volatility 45.51 150.46 % Risk-free interest rate 3.81 4.91 % Expected term 1.42 5.00 The fair market value of all derivatives and warrant liability as of March 31, 2024 was determined using the Black-Scholes option pricing model which used the following assumptions: Stock price $ 0.09 Expected dividend yield 0.00 % Expected stock price volatility 50.84 139.57 Risk-free interest rate 4.21 5.03 % Expected term 1.17 4.83 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | The Company’s inventory as of March 31, 2024 and December 31, 2023 consists of: Schedule of Inventory March 31, 2024 December 31, 2023 Inventory purchased for resale $ 1,994,332 $ 1,708,311 Feeds and eggs processed 64,788 102,373 Raw materials for packaged seafood 442,733 - Packaged seafood inventory 60,980 - Inventory other 53,696 - In-transit inventory - 973,837 Less: Inventory allowance (336,049 ) (176,000 ) Inventory, net $ 2,280,480 $ 2,608,521 |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2024. Schedule of Lease-related Assets and Liabilities March 31, 2024 Assets Operating lease assets $ 114,807 Liabilities Current Operating lease liabilities $ 35,650 Noncurrent Operating lease liabilities $ 79,157 |
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 Three Months Ended March 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,207 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 March 31, 2024 Weighted-average remaining lease term Operating leases 3.0 Weighted-average discount rate Operating leases 7.3 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2024 were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2024 (nine months remaining) 32,954 2025 43,939 2026 43,939 2027 10,985 2028 - Total lease payments 131,817 Less: amount of lease payments representing interest (17,010 ) Present value of future minimum lease payments $ 114,807 Less: current obligations under leases $ (35,650 ) Non-current obligations $ 79,157 |
Schedule of Derivative and Warrant Liabilities Measured at Fair Value | Schedule of Derivative and Warrant Liabilities Measured at Fair Value Level 3 Fair Value As of March 31, 2024 As of December 31, 2023 Liabilities Derivative liability on convertible debt $ 957,265 $ 1,047,049 Warrant liability 402 1,574 Total $ 957,667 $ 1,048,623 |
Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability | The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the three months ended March 31, 2024: Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability Derivative liability balance, January 1, 2024 $ 1,047,049 Issuance of derivative liability during the period - Settlement of derivative liability (8,320 ) Change in derivative liability during the period (81,464 ) Derivative liability balance, March 31, 2024 $ 957,265 Warrant liability balance, January 1, 2024 $ 1,574 Issuance of warrant liability during the period - Change in warrant liability during the period (1,172 ) Warrant liability balance, March 31, 2024 $ 402 |
Schedule of Fair market value of all Derivatives | The fair market value of all derivatives and warrant liability as of December 31, 2023 was determined using the Black-Scholes option pricing model which used the following assumptions: Schedule of Fair market value of all Derivatives Stock price $ 0.14 Expected dividend yield 0.00 % Expected stock price volatility 45.51 150.46 % Risk-free interest rate 3.81 4.91 % Expected term 1.42 5.00 The fair market value of all derivatives and warrant liability as of March 31, 2024 was determined using the Black-Scholes option pricing model which used the following assumptions: Stock price $ 0.09 Expected dividend yield 0.00 % Expected stock price volatility 50.84 139.57 Risk-free interest rate 4.21 5.03 % Expected term 1.17 4.83 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets comprised the following: Schedule of Fixed Assets March 31, 2024 December 31, 2023 Computer equipment $ 47,908 $ 47,908 RAS system 138,588 140,214 Leasehold improvements 17,904 17,904 Building Improvements 159,798 136,653 Total 364,198 342,679 Fixed assets, gross 364,198 342,679 Less: Accumulated depreciation (40,121 ) (38,822 ) Fixed assets, net $ 324,077 $ 303,857 |
Options (Tables)
Options (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table represents option activity for the three months ended March 31, 2024: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2023 316,540 $ 31.11 3.80 Exercisable – December 31, 2023 219,908 $ 31.11 4.27 $ - Granted - $ - Forfeited - $ - Vested 230,152 - Outstanding – March 31, 2024 316,540 $ 29.50 3.55 Exercisable – March 31, 2024 230,152 $ 29.50 3.96 $ - |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Schedule of Warrant Activity | The following table represents warrant activity for the three months ended March 31, 2024: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2023 730,944 $ 12.04 4.20 Exercisable – December 31, 2023 555,710 $ 15.41 5.52 $ - Granted - $ - Exercised - $ - Forfeited or Expired (50,000 ) $ - Outstanding – March 31, 2024 680,944 $ 6.31 4.25 Exercisable – March 31, 2024 680,944 $ 6.31 4.25 $ - |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) | 1 Months Ended | ||||
Feb. 12, 2024 | Feb. 01, 2024 | Jun. 09, 2023 | Feb. 03, 2022 | Jan. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock issued for note payment, shares | 23,705 | ||||
Reverse stock split | one-for-twenty reverse stock split | ||||
Master Service Agreement [Member] | Afritex Ventures Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [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] | Afritex Ventures Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [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 extended the Option Agreement for the first additional 30-day period and 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] | Afritex Ventures Inc [Member] | Shares Held In Escrow [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock issued for note payment, shares | 5,000,000 | ||||
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 | ||||
Common stock issued for note payment, shares | 8,355 | ||||
Common stock fair value | $ 359,250 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Inventory purchased for resale | $ 1,994,332 | $ 1,708,311 |
Feeds and eggs processed | 64,788 | 102,373 |
Raw materials for packaged seafood | 442,733 | |
Packaged seafood inventory | 60,980 | |
Inventory other | 53,696 | |
In-transit inventory | 973,837 | |
Less: Inventory allowance | (336,049) | (176,000) |
Inventory, net | $ 2,280,480 | $ 2,608,521 |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Operating lease assets | $ 114,807 | $ 125,014 |
Operating lease liabilities - Current | 35,650 | 35,428 |
Operating lease liabilities - Noncurrent | $ 79,157 | $ 89,586 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 3 Months Ended | |
Feb. 03, 2023 | Mar. 31, 2024 | |
Accounting Policies [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 1,500 | $ 10,207 |
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) | Mar. 31, 2024 |
Accounting Policies [Abstract] | |
Weighted-average remaining lease term, Operating leases | 3 years |
Weighted-average discount rate, Operating leases | 7.30% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
2024 (nine months remaining) | $ 32,954 | |
2025 | 43,939 | |
2026 | 43,939 | |
2027 | 10,985 | |
2028 | ||
Total lease payments | 131,817 | |
Less: amount of lease payments representing interest | (17,010) | |
Present value of future minimum lease payments | 114,807 | |
Less: current obligations under leases | (35,650) | $ (35,428) |
Non-current obligations | $ 79,157 | $ 89,586 |
Schedule of Derivative and Warr
Schedule of Derivative and Warrant Liabilities Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liability on convertible debt | $ 957,265 | $ 1,047,049 |
Derivative liability on convertible debt | 402 | 1,574 |
Total | $ 957,667 | $ 1,048,623 |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Derivative liability beginning balance | $ 1,047,049 |
Issuance of derivative liability during the period | |
Settlement of derivative liability | (8,320) |
Change in derivative liability during the period | (81,464) |
Derivative liability ending balance | 957,265 |
Warrant liability beginning balance | 1,574 |
Issuance of warrant liability during the period | |
Change in warrant liability during the period | (1,172) |
Warrant liability ending balance | $ 402 |
Schedule of Fair market value o
Schedule of Fair market value of all Derivatives (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Measurement Input, Share Price [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0.09 | 0.14 |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 50.84 | 45.51 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 139.57 | 150.46 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 4.21 | 3.81 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 5.03 | 4.91 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 1 year 2 months 1 day | 1 year 5 months 1 day |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 4 years 9 months 29 days | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Cost of revenue | $ 2,089,567 | $ 1,614,077 | |
Sales return and allowances | 34,968 | $ 31,064 | |
Refund liability | 178,874 | 189,975 | |
Allowance for bad debt | 4,000 | 0 | |
Inventory Adjustments | 336,049 | 176,000 | |
Impairment of long-lived tangible assets | 0 | 0 | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Due from related party for future shipments | 1,300,000 | $ 1,300,000 | |
Bacolod Blue Star Export Corp [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Cost of revenue | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,093,095 | $ 1,951,402 | |
Accumulated deficit | 34,903,827 | $ 33,810,732 | |
Working capital surplus | 869,797 | ||
Stockholder debt | $ 86,038 |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other current assets | $ 1,326,011 | $ 833,472 |
Prepaid inventory | 404,000 | |
Prepaid legal fees | 158,000 | |
Prepaid shares issuance | $ 390,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 364,198 | $ 342,679 |
Less: Accumulated depreciation | (40,121) | (38,822) |
Fixed assets, net | 324,077 | 303,857 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 47,908 | 47,908 |
RAS System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 138,588 | 140,214 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 17,904 | 17,904 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 159,798 | $ 136,653 |
Fixed Assets, Net (Details Narr
Fixed Assets, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,300 | $ 1,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Mar. 01, 2024 | Jan. 25, 2024 | Jan. 18, 2024 | Jan. 05, 2024 | Jan. 02, 2024 | Oct. 19, 2023 | Sep. 15, 2023 | Jul. 27, 2023 | Jun. 23, 2023 | Jun. 16, 2023 | Jun. 14, 2023 | May 30, 2023 | Jan. 24, 2022 | Nov. 26, 2019 | Jan. 31, 2023 | Mar. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 22, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest expenses | $ 335,067 | $ 354,666 | |||||||||||||||||||
Fair Value Adjustment of Warrants | (82,636) | ||||||||||||||||||||
Debt instrument conversion price | $ 2.40 | ||||||||||||||||||||
Long term debt | $ 533,058 | 533,058 | $ 481,329 | ||||||||||||||||||
commitment fee shares | 23,705 | ||||||||||||||||||||
commitment fees | 836,360 | ||||||||||||||||||||
Lind Global Fund II LP [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal amount | 906,942 | 906,942 | |||||||||||||||||||
Debt instrument carrying value | 1,440,000 | $ 1,440,000 | |||||||||||||||||||
Debt instrument conversion price | $ 90 | ||||||||||||||||||||
Ownership percentage | 19.90% | ||||||||||||||||||||
Issuance of shares | 750,000 | ||||||||||||||||||||
Fair value of the derivative liability | $ 264,687 | 113,352 | $ 113,352 | 273,614 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 60,000 | ||||||||||||||||||||
Long term debt | 533,058 | 533,058 | |||||||||||||||||||
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 | |||||||||||||||||||
Due 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] | |||||||||||||||||||||
Principal amount | $ 86,000 | 86,000 | |||||||||||||||||||
Interest expenses | $ 2,484 | 13,140 | |||||||||||||||||||
Interest rate | 6% | 6% | |||||||||||||||||||
Repayments of unsecured debt | $ 79,582 | 0 | |||||||||||||||||||
Five Year Unsecured Promissory Note [Member] | Walter Lubkin Jr. [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal 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 | ||||||||||||||||||||
Accrued interest | $ 1,041 | 1,041 | |||||||||||||||||||
Interest expenses | 1,000 | 3,500 | |||||||||||||||||||
Walter Lubkin Jr. [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Debt instrument carrying value | 100,000 | 100,000 | 100,000 | ||||||||||||||||||
Loan [Member] | Agile Lending LLC Loan [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal payment | 112,000 | ||||||||||||||||||||
Debt interest amount | 47,250 | ||||||||||||||||||||
Debt instrument carrying value | 0 | 0 | |||||||||||||||||||
Loan One [Member] | Agile Lending LLC Loan [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal payment | 72,381 | ||||||||||||||||||||
Debt interest amount | 28,952 | ||||||||||||||||||||
Debt instrument carrying value | 50,110 | 50,110 | |||||||||||||||||||
Loan Two [Member] | Agile Lending LLC Loan [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal payment | 33,438 | ||||||||||||||||||||
Debt interest amount | 0 | ||||||||||||||||||||
Debt instrument carrying value | 176,562 | 176,562 | |||||||||||||||||||
Loan Two [Member] | Clear Think Capital [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal payment | 58,824 | ||||||||||||||||||||
Debt interest amount | 0 | ||||||||||||||||||||
Debt instrument carrying value | 141,176 | 141,176 | |||||||||||||||||||
Loan Agreement [Member] | A F C [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from contributed capital | 1,165,765 | ||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 1,454,193 | 1,454,193 | |||||||||||||||||||
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 fee | $ 4,900 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal payment | 1,094,800 | $ 2,075,900 | |||||||||||||||||||
Principal amount | $ 1,200,000 | $ 5,750,000 | |||||||||||||||||||
Interest rate | 120% | 125% | |||||||||||||||||||
Interest expenses | $ 0 | $ 273,614 | |||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | |||||||||||||||||||
Warrants outstanding | 435,035 | 1,000,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.45 | $ 4.50 | |||||||||||||||||||
Conversion of Stock, Shares Converted | 50,000 | ||||||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ 90 | ||||||||||||||||||||
Commitment fee | $ 50,000 | $ 150,000 | |||||||||||||||||||
Debt Issuance Costs, Net | 87,144 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 2,022,397 | ||||||||||||||||||||
Payments of Debt Issuance Costs | 750,000 | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 381,538 | $ 1,035,253 | |||||||||||||||||||
Repayment description | The outstanding principal under the 2022 Lind Note was 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 | ||||||||||||||||||||
Monthly payment | $ 333,333 | ||||||||||||||||||||
Debt weighted average interest rate | 80% | ||||||||||||||||||||
Debt instrument conversion price | $ 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 had 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 contained certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. | ||||||||||||||||||||
Issuance of shares | 373,532 | 1,379,212 | |||||||||||||||||||
Extinguishment of debt | $ 2,573,142 | ||||||||||||||||||||
Exercise price | $ 2.45 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 20% | 10% | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | ||||||||||||||||||||
Debt instrument conversion price | $ 100 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Clear Think Capital [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
commitment fee shares | 11,332,787 | ||||||||||||||||||||
commitment fees | $ 836,360 | ||||||||||||||||||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal amount | $ 300,000 | ||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||||||||||||
Warrants outstanding | 175,234 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.34 | ||||||||||||||||||||
Commitment fee | $ 12,500 | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 72,208 | ||||||||||||||||||||
Exercise price | $ 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] | |||||||||||||||||||||
Principal amount | $ 1,800,000 | ||||||||||||||||||||
Purchase Agrrement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Fair value of the derivative liability | $ 118,984 | $ 118,984 | |||||||||||||||||||
Security Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Principal amount | $ 210,000 | $ 122,491 | |||||||||||||||||||
Security Agreement [Member] | Agile Lending LLC And Agile Capital Funding LLC [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Debt interest amount | 79,800 | 48,996 | |||||||||||||||||||
Payment for fee | 11,146 | $ 7,795 | |||||||||||||||||||
Principal amount | 210,000 | $ 122,491 | |||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||||
Commitment fee | $ 10,000 | $ 5,833 | |||||||||||||||||||
Due date | Aug. 29, 2024 | May 31, 2024 | |||||||||||||||||||
MCA Plus Agreement [Member] | Clear Think Capital [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Payment for fee | $ 14,706 | ||||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||||
Interest rate | 25% | ||||||||||||||||||||
Commitment fee | $ 50,000 | ||||||||||||||||||||
Additional interest rate | 5% | ||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||
commitment fee shares | 354,610 | ||||||||||||||||||||
commitment fees | $ 50,000 | ||||||||||||||||||||
Keeler & Co. [Member] | Loan Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Line of credit | $ 5,000,000 | ||||||||||||||||||||
Line of credit facility, description | The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75% 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 paid an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance in order to increase imports to meet customer demand. | ||||||||||||||||||||
Line of credit guaranty | $ 1,000,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||||||||||
Apr. 30, 2024 | Apr. 08, 2024 | Mar. 31, 2024 | Mar. 11, 2024 | Feb. 12, 2024 | Jan. 25, 2024 | Aug. 22, 2023 | Feb. 14, 2023 | Jan. 31, 2023 | Apr. 30, 2024 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 30, 2023 | Jan. 24, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock issued for cash, shares | 23,705 | |||||||||||||||
Cas proceeds | $ 182,982 | |||||||||||||||
Stock repurchased value | $ 76,323 | |||||||||||||||
Stock issued during period, value, issued for services | $ 33,000 | $ 23,000 | ||||||||||||||
Stock compensation expense | 8,800 | |||||||||||||||
Fair value of common stock | 836,360 | |||||||||||||||
Mark Crone [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of issued shares for consulting service | 200,000 | |||||||||||||||
Stock issued during period, value, issued for services | $ 157,980 | |||||||||||||||
Stock compensation expense | $ 50,000 | |||||||||||||||
Aegis Capital Corp. [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock issued for cash, shares | 410,000 | |||||||||||||||
Pre-Funded warrants to purchase common stock | 40,000 | |||||||||||||||
Proceeds from underwritten offering | $ 1,692,000 | |||||||||||||||
Clear Think Capital [Member] | Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of issued shares for consulting service | 119,565 | |||||||||||||||
Lind Global Fund II LP [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Number of issued shares for consulting service | 261,897 | |||||||||||||||
Sales Agreement [Member] | Roth Capital Partners, LLC [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Stock repurchased | 7,564 | |||||||||||||||
Stock repurchased value | $ 76,323 | |||||||||||||||
MCA Plus Agreement [Member] | Clear Think Capital [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock issued for cash, shares | 354,610 | |||||||||||||||
Fair value of common stock | $ 50,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Clear Think Capital [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock issued for cash, shares | 11,332,787 | |||||||||||||||
Cas proceeds | $ 446,360 | |||||||||||||||
Fair value of common stock | $ 836,360 | |||||||||||||||
Securities Purchase Agreement [Member] | Clear Think Capital [Member] | Subsequent Event [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Cas proceeds | $ 518,000 | $ 390,000 | ||||||||||||||
Stock issued during period, value, issued for services | $ 9,000,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Pre-Funded warrants to purchase common stock | 435,035 | 1,000,000 | ||||||||||||||
Option Agreement [Member] | Afritex Texas [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock issued for cash, shares | 5,000,000 | |||||||||||||||
Fair value of common stock | $ 630,000 | |||||||||||||||
Option Agreement [Member] | Lind Global Fund II LP [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Common stock issued for cash, shares | 750,000 | |||||||||||||||
Fair value of common stock | $ 60,000 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of option, outstanding beginning | 316,540 | |
Weighted average exercise price, outstanding beginning | 31.11 | |
Weighted average remaining contractual life in years, outstanding ending | 3 years 6 months 18 days | 3 years 9 months 18 days |
Number of option, exercisable beginning | 219,908 | |
Weighted average exercise price exercisable beginning | 31.11 | |
Weighted average remaining contractual life in years, exercisable ending | 3 years 11 months 15 days | 4 years 3 months 7 days |
Aggregate Intrinsic Value Exercisable, Beginning | ||
Number of Option, Granted | ||
Weighted average exercise price granted | ||
Number of option, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of option, vested | 230,152 | |
Weighted average exercise price, vested | ||
Number of option, outstanding ending | 316,540 | 316,540 |
Weighted average exercise price, outstanding ending | $ 29.50 | |
Number of option, exercisable ending | 230,152 | 219,908 |
Weighted average exercise price, exercisable ending | $ 29.50 | |
Aggregate intrinsic value, exercisable ending |
Options (Details Narrative)
Options (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Share based compensation expense for vested stock option | $ 8,800 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Weighted average exercise price exercisable beginning | 31.11 |
Aggregate Intrinsic Value Exercisable, Beginning | $ | |
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending | 4 years 3 months |
Warrant [Member] | |
Number of Shares, Warrants Outstanding Beginning | 730,944 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 12.04 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 4 years 2 months 12 days |
Number of Shares, Warrants Exercisable Beginning | 555,710 |
Weighted average exercise price exercisable beginning | 15.41 |
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning | 5 years 6 months 7 days |
Aggregate Intrinsic Value Exercisable, Beginning | $ | |
Number of Shares, Warrants Granted | |
Weighted Average Exercise Price Granted | |
Number of Shares, Warrants Exercised | |
Weighted Average Exercise Price Exercised | |
Number of Shares, Warrants Forfeited or Expired | (50,000) |
Weighted Average Exercise Price Forfeited or Expired | |
Number of Shares, Warrants Outstanding Ending | 680,944 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 6.31 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending | 4 years 3 months |
Number of Shares, Warrants Exercisable Ending | 680,944 |
Weighted Average Exercise Price Exercisable Ending | 6.31 |
Aggregate Intrinsic Value Exercisable, Ending | $ |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jul. 27, 2023 | May 30, 2023 | Jan. 24, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 11, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Fair Value Adjustment of Warrants | $ (82,636) | |||||
Series A-1 Warrants [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrant measurement input | 5 years | |||||
Warrant to purchase shares | 10,741,139 | |||||
Exercise price | $ 0.4655 | |||||
Series A-2 Warrants [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrant to purchase shares | 10,741,139 | |||||
Exercise price | $ 0.4655 | |||||
Lind Global Fund II LP [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt Instrument, Face Amount | $ 906,942 | |||||
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,200,000 | $ 5,750,000 | ||||
Warrant measurement input | 5 years | 5 years | ||||
Warrant to purchase shares | 435,035 | 1,000,000 | ||||
Exercise price | $ 2.45 | $ 4.50 | ||||
Fair Value Adjustment of Warrants | $ 381,538 | $ 1,035,253 | ||||
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt Instrument, Face Amount | $ 300,000 | |||||
Warrant measurement input | 5 years | |||||
Warrant to purchase shares | 175,234 | |||||
Exercise price | $ 1.34 | |||||
Fair Value Adjustment of Warrants | $ 72,208 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 3 Months Ended | ||||||
Feb. 03, 2024 USD ($) | Feb. 03, 2023 USD ($) ft² | Jan. 01, 2022 USD ($) ft² | Mar. 31, 2024 USD ($) | Mar. 31, 2024 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Operating lease, payments | $ 1,500 | $ 10,207 | |||||
Rental and equipment lease expenses | 42,600 | $ 44,500 | |||||
Coastal Pride Seafood LLC [Member] | |||||||
Operating lease, payments | $ 1,000 | 3,000 | |||||
Area of land held. | ft² | 1,100 | ||||||
Gault Sea Food, LLC [Member] | |||||||
Operating lease, payments | $ 1,500 | $ 1,000 | 4,500 | ||||
Area of land held. | ft² | 9,050 | ||||||
Lessee, operating lease, term of contract | 1 year | ||||||
TOBC [Member] | |||||||
Amount of lease cost recognized by lessee for lease contract. | 2,500 | ||||||
TOBC [Member] | Steve and Atkinson [Member] | |||||||
Amount of lease cost recognized by lessee for lease contract. | $ 2,590 | ||||||
TOBC [Member] | Kathryn Atkinson [Member] | |||||||
Amount of lease cost recognized by lessee for lease contract. | $ 2,370 | ||||||
Lease Agreement [Member] | |||||||
Operating lease, payments | $ 17,400 | $ 17,400 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||||||
Apr. 30, 2024 | Apr. 22, 2024 | Apr. 16, 2024 | Apr. 09, 2024 | Apr. 08, 2024 | Mar. 31, 2024 | Apr. 30, 2024 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 04, 2024 | |
Subsequent Event [Line Items] | ||||||||||||
Common stock issued for cash, shares | 23,705 | |||||||||||
Common stock issued for cash | $ 836,360 | |||||||||||
Cas proceeds | $ 182,982 | |||||||||||
Stock issued during period, value, convertible promissory note | $ 1,743,230 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 33,000 | $ 23,000 | ||||||||||
Securities Purchase Agreement [Member] | Clear Think Capital [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock issued for cash, shares | 11,332,787 | |||||||||||
Common stock issued for cash | $ 836,360 | |||||||||||
Cas proceeds | $ 446,360 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Outstanding amount interest | 1% | |||||||||||
Subsequent Event [Member] | Clear Think Capital [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock issued for service, shares | 119,565 | |||||||||||
Stock issued during period, shares, convertible promissory note | 1,403,508 | 1,351,351 | ||||||||||
Stock issued during period, value, convertible promissory note | $ 80,000 | $ 100,000 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Clear Think Capital [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cas proceeds | $ 518,000 | $ 390,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 9,000,000 | |||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 300,000 | |||||||||||
Number of shares to be issued | 500,000 | |||||||||||
Interest payable | $ 50,000 | |||||||||||
Increase in principal percentage | 20% | |||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Diagonal Lending LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 138,000 | |||||||||||
Interest payable | 26,220 | |||||||||||
Original issue discount | $ 23,000 | |||||||||||
Interest rate | 150% | |||||||||||
Conversion price percentage | 61% |