What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-04-15 compared with 2020-05-29 · 385 added, 255 removed, 407 unchanged (61% of the section changed)

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SEC rules, that has the requisite financial sophistication as defined under the applicable NASDAQ rules and regulations;

plan to create a position to segregate duties consistent with control objectives and

hire personnel resources with technical accounting expertise within the accounting function;

plan to hire a chief financial officer as currently the Company’s chief executive officer fills the role of the

Company’s principal executive officer and principal financial officer.

Until such time, we have engaged an outside

accounting consultant with significant experience in the preparation of the financial statements in conformity with GAAP

to assist us in the preparation of our financial statements.

forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes

in order to have more effective controls over financial reporting.

plan to create a position to segregate duties consistent with control objectives and hire personnel resources with technical

accounting expertise within the accounting function;

plan to hire a chief financial officer as currently the Company’s chief executive officer fills the role of the Company’s

principal executive officer and principal financial officer.

Until such time, our corporate controller with significant experience

in the preparation of the financial statements in conformity with GAAP and technical accounting expertise assists in the preparation

of our financial statements.

forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in

order to have more effective controls over financial reporting.

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over

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November 8, 2018

April 12, 2021

Timothy McLellan

April 12, 2021

Trond Ringstad

April 12, 2021

directors hold office for three-year terms and until their successors have been elected and qualified.

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in writing to the action.

board of directors currently consists of two members.

board of directors currently consists of five members.

Executive officers are appointed by the board of directors and serve at

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Keeler founded John Keeler &

& Co., d/b/a Blue Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time

he grew the company to become one of the leading marketers of imported blue swimming crab meat in the United States.

built sales over the past 20 years to $35+ million annually through 2017.

Keeler oversees procurement as well as operating

facilities in the Philippines and Indonesia.

Keeler is an executive committee member of the National Fisheries Institute-Crab

Council and a founding member of the Indonesia and Philippines crab meat processors associations.

Keeler received his BS in

Economics from Rutgers University in 1995 and attended Harvard Business School executive programs in supply chain management,

negotiations and marketing in 2005.

Keeler’s extensive experience in the industry led to the decision to appoint him

to the board of directors.

Co., d/b/a Blue Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time he

grew the company to become one of the leading marketers of imported blue swimming crab meat in the United States.

sales over the past 20 years to $35+ million annually through 2017.

Keeler oversees procurement as well as operating facilities

in the Philippines and Indonesia.

Keeler is an executive committee member of the National Fisheries Institute-Crab Council

and a founding member of the Indonesia and Philippines crab meat processors associations.

Keeler received his BS in Economics

from Rutgers University in 1995 and attended Harvard Business School executive programs in supply chain management, negotiations

and marketing in 2005.

Keeler’s extensive experience in the industry led to the decision to appoint him to the board

of directors.

Herian has been a director since the effectiveness of the Merger.

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commercial director of Casa de Fruta Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing

Herian is also the president of Lunar Enterprises, a holding company for his family’s public and private equity

investments and real estate holdings.

Herian received his BS in Mechanical Engineering from Florida Atlantic University in

1994 and an Executive M.B.A.

Herian is also the president of Lunar Enterprises, Corp.

(“Lunar”), a holding company for his family’s

public and private equity investments and real estate holdings.

Herian received his BS in Mechanical Engineering from Florida

Atlantic University in 1994 and an Executive M.B.A.

from the University of Miami in 2014.

Herian’s experience in the food import industry led

to the decision to appoint him to the board of directors.

There are no family relationships among our directors and executive

Herian’s experience in the

food import industry led to the decision to appoint him to the board of directors.

Guzy has served as a director of Leatt Corp.

LEAT), since April 2007 and from October 2007 to August 2010, as

its President.

Guzy has served as an independent director and chairman of the audit committee of Capstone Companies, Inc.

CAPC), a public holding company, since April 2007, as an independent director and chairman of the audit committee of Purebase

Corporation (OTC:

PUBC), a diversified resource company, since April 2020 and as Chairman of CoJax Oil and Gas Corporation, an

early stage oil and gas exploration and production company, since May 2018, and was appointed as its chief executive officer in

January 2020.

Guzy has served as an executive manager or consultant for business development, sales, customer service, and

management in the telecommunications industry, specifically, with IBM Corp., Sprint International, Bell Atlantic Video Services,

Loral CyberStar, and FaciliCom International.

Guzy has also started his own telecommunications company providing Internet

services in Western Africa.

Guzy has an MBA in Strategic Planning and Management from The Wharton School of the University

of Pennsylvania, an M.S.

in Systems Engineering from the University of Pennsylvania, a B.S.

in Electrical Engineering from Penn

State University, and a Certificate in Theology from Georgetown University.

Guzy’s extensive public company board experience

led to the decision to appoint him to the board of directors.

McLellan has more than 35 years of operating experience and has served as a seafood executive in both the U.S.

McLellan is currently managing director of Maijialin Consulting Company Ltd.

which provides international business development

consulting services specific to import/export cold chain supply logistics and foodservice distribution.

Prior thereto from April

2009 until February 2019, Mr.

McLellan was managing director, business development for Preferred Freezer Services (Shanghai)

Ltd, which is owned by the GLP Group, a Singapore-based logistics and industrial infrastructure provider.

Between 2019 and

McLellan served as a private equity operating partner for CITIC Capital Partners (Shanghai) Ltd.

Prior to that, from

2009 through 2019, Mr.

McLellan served in various executive capacities, including Chairman for SinotransPFS Cold Chain Logistics

Company, Ltd., a logistics company.

Between 2004 and 2009, Mr.

McLellan served as President of Empress International, a division

of Thai Union Group).

Between 2003 and 2004, he served in a senior manager position with the seafood division of ConAgra Foods.

McLellan’s knowledge and background with regard to seafood operations management led to the decision to appoint him

to the board of directors.

Ringstad has more than 20 years of operating experience as a seafood executive in both the U.S.

Ringstad has been managing partner of American Sea, LLC, a seafood processing and sales company, and since October

Ringstad has been an independent consultant for AGR Partners.

Between 2003 and 2007, he served as president of Pacific

Supreme Seafoods, a global importing and wholesaling seafood company.

Between 2001 and 2003, he served as vice president of sales

and marketing for Royal Supreme Seafoods, a Norwegian / Chinese seafood importer and sales company.

Ringstad graduated from

the BI Norwegian Business School with a Degree in International Marketing and has a BA in Business Management from Washington

State University.

Ringstad’s knowledge and background with regard to seafood operations management led to the decision

to appoint him to the board of directors.

are no family relationships between our directors or executive officer.

in Certain Legal Proceedings

executive officer or director of ours has been involved in the last ten years in any of the following:

executive officer or director has been involved in the last ten years in any of the following:

bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner

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over its members or persons associated with a member.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more

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that during the fiscal year ended December 31, 2020, the Reporting Persons timely filed all such reports, except that Nubar Herian,

a director, failed to filed Form 4s reporting dividends paid on an aggregate of 18,000 shares of common stock issued as a common

stock dividend on the Company’s 8% Series A Convertible Preferred Stock to a company controlled by Mr.

a director, failed to timely file Form 4s reporting an aggregate of 49,670 shares issued as common stock dividends on the

Series A Stock to a company controlled by Mr.

intend to adopt a code of ethics that applies to our officers, directors and employees, including our Chief Executive Officer

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the year that include a discussion and analysis of the risks facing us.

consummation of the Merger, the board of directors will review, on an annual basis, the appropriate characteristics, skills and

experience required for the board of directors as a whole and its individual members.

In evaluating the suitability of individual

candidates (both new candidates and current members), the board of directors, in approving (and, in the case of vacancies, appointing)

such candidates, will take into account many factors, including the following:

board of directors’

reviews, on an annual basis, the appropriate characteristics, skills and experience required for the

board of directors as a whole and its individual members.

In evaluating the suitability of individual candidates (both new candidates

and current members), the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take

into account many factors, including the following:

and professional integrity;

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EXECUTIVE COMPENSATION

table below sets forth certain information about the compensation awarded to, by or paid to our Chief Executive Officer and all

other executive officers who received annual remuneration in excess of $100,000 during 2019 (each a “Named Executive Officer”).

table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer.

No other executive officer received annual remuneration in excess of $100,000 during 2020 (each a “Named Executive Officer”).

Compensation Table

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Chairman of the Board

Carlos Faria (2)

Former President and Chief Executive

Christopher Constable (3)

Former Chief Financial Officer

health insurance premiums paid on behalf of the executive officer by the Company.

Faria was terminated as Chief Executive Officer on August 1, 2019.

Constable resigned as Chief Financial Officer on February 7, 2020.

executive officers have basic health benefits that are generally available to all of our employees.

offer a 401(k) plan to eligible employees, including our executive officers.

executive officer has basic health benefits that are generally available to all of our employees.

offer a 401(k) plan to eligible employees, including our executive officer.

In accordance with this plan, all eligible employees

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income earned on those contributions, are not taxable to employees until withdrawn from the 401(k) plan.

table below reflects all outstanding equity awards made to any Named Executive Officer that were outstanding at December 31, 2019.

EQUITY AWARDS AT DECEMBER 31, 2019

Unexercisable

Constable (4)

shares are subject to a lock-up agreement with the Company for the Lock-Up Period, pursuant to which such officer may not

sell or dispose of more than 50% of the common stock held by him or at a price per share of less than $2.20, except for up

to 10% of his shares to a charitable organization which agrees to be bound by such Lock-Up Period restrictions.

Lock-Up Period, such officer may not sell more than one-third of the common stock held by him in any two-month period.

Constable resigned as Chief Financial Officer on February 7, 2020

Equity Awards

were no equity awards made to the Named Executive Officer outstanding as of December 31, 2020.

Equity Incentive Plan

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with the person receiving the award and will indicate the type, terms and conditions of the award.

Stock Options (“NSOs”) will provide for the right to purchase shares of common stock at a specified price that

may not be less than the fair market value of a share of common stock on the date of grant, and usually will become exercisable

Stock Options (“NSOs”).

NSOs will provide for the right to purchase shares of common stock at a specified price

that may not be less than the fair market value of a share of common stock on the date of grant, and usually will become exercisable

(at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s

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NSOs may be granted for any term specified by the administrator that does not exceed

Stock Options (“ISOs”) will be designed in a manner intended to comply with the provisions of Section 422 of the

Code and will be subject to specified restrictions contained in the Code.

Stock Options (“ISOs”).

ISOs will be designed in a manner intended to comply with the provisions of Section 422

of the Code and will be subject to specified restrictions contained in the Code.

Among such restrictions, ISOs must have an exercise

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grant and the ISO must not be exercisable after a period of five years measured from the date of grant.

Stock Awards may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator.

Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if the

conditions or restrictions on vesting are not met.

In general, restricted stock may not be sold or otherwise transferred until

restrictions are removed or expire.

Purchasers of restricted stock, unlike recipients of options, will have voting rights and

will have the right to receive dividends, if any, prior to the time when the restrictions lapse;

however, extraordinary dividends

will generally be placed in escrow, and will not be released until restrictions are removed or expire.

Stock Unit Awards may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting

conditions based on continued employment or service or on performance criteria established by the administrator.

Like restricted

stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed

Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units

have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when

vesting conditions are satisfied.

Stock Awards represent the right to receive shares of common stock on a future date.

Deferred stock may not be sold or otherwise

hypothecated or transferred until issued.

Deferred stock will not be issued until the deferred stock award has vested, and recipients

of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied

and the shares are issued.

Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will

not be issued, if the applicable vesting conditions and other restrictions are not met.

Stock Units are denominated in unit equivalent of shares of common stock and vest pursuant to a vesting schedule or performance

criteria set by the administrator.

The common stock underlying deferred stock units will not be issued until the deferred stock

units have vested, and recipients of deferred stock units generally will have no voting rights prior to the time when vesting

conditions are satisfied.

Appreciation Rights (“SARS”), may be granted in connection with stock options or other awards, or separately.

Stock Awards.

Restricted stock awards may be granted to any eligible individual and made subject to such restrictions as may

be determined by the administrator.

Restricted stock, typically, may be forfeited for no consideration or repurchased by us at

the original purchase price if the conditions or restrictions on vesting are not met.

In general, restricted stock may not be

sold or otherwise transferred until restrictions are removed or expire.

Purchasers of restricted stock, unlike recipients of options,

will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse;

extraordinary dividends will generally be placed in escrow, and will not be released until restrictions are removed or expire.

Stock Unit Awards (“RSU”).

Restricted stock units may be awarded to any eligible individual, typically without

payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria

established by the administrator.

Like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated,

until vesting conditions are removed or expire.

Unlike restricted stock, stock underlying restricted stock units will not be issued

until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend

rights prior to the time when vesting conditions are satisfied.

Stock Awards.

Deferred stock awards represent the right to receive shares of common stock on a future date.

Deferred stock

may not be sold or otherwise hypothecated or transferred until issued.

Deferred stock will not be issued until the deferred stock

award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the

vesting conditions are satisfied and the shares are issued.

Deferred stock awards generally will be forfeited, and the underlying

shares of deferred stock will not be issued, if the applicable vesting conditions and other restrictions are not met.

Deferred stock units are denominated in unit equivalent of shares of common stock and vest pursuant to a vesting

schedule or performance criteria set by the administrator.

The common stock underlying deferred stock units will not be issued

until the deferred stock units have vested, and recipients of deferred stock units generally will have no voting rights prior

to the time when vesting conditions are satisfied.

Appreciation Rights (“SARs”).

SARs may be granted in connection with stock options or other awards, or separately.

SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases

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or shares of common stock, or in a combination of both, at the election of the administrator.

Equivalent Awards represent the value of the dividends, if any, per share paid by us, calculated with reference to the number

of shares covered by the award.

Dividend equivalents may be settled in cash or shares and at such times as determined by our compensation

committee or board of directors, as applicable.

Awards may be granted by the administrator on an individual or group basis.

Generally, these awards will be based upon specific

performance targets and may be paid in cash or in common stock or in a combination of both.

Performance awards may include “phantom”

Equivalent Awards.

Dividend equivalent awards represent the value of the dividends, if any, per share paid by us, calculated

with reference to the number of shares covered by the award.

Dividend equivalents may be settled in cash or shares and at such

times as determined by our compensation committee or board of directors, as applicable.

Performance awards may be granted by the administrator on an individual or group basis.

Generally, these awards will

be based upon specific performance targets and may be paid in cash or in common stock or in a combination of both.

awards may include “phantom”

stock awards that provide for payments based upon the value of our Common Stock.

Performance awards may also include bonuses that

may be granted by the administrator on an individual or group basis and that may be payable in cash or in common stock or in a

combination of both.

Payment Awards may be authorized by the administrator in the form of common stock or an option or other right to purchase

common stock as part of a deferred compensation or other arrangement in lieu of all or any part of compensation, including bonuses,

that would otherwise be payable in cash to the employee, consultant or non-employee director.

awards may also include bonuses that may be granted by the administrator on an individual or group basis and that may be payable

in cash or in common stock or in a combination of both.

Payment Awards.

Stock payment awards may be authorized by the administrator in the form of common stock or an option or other

right to purchase common stock as part of a deferred compensation or other arrangement in lieu of all or any part of compensation,

including bonuses, that would otherwise be payable in cash to the employee, consultant or non-employee director.

In the event of a change in control where the acquirer does not assume or replace awards granted prior to the

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of December 31, 2020, none of the Company’s directors have been compensated for their services as directors of the Company.

March 29, 2021, in connection with the appointment of Jeffrey J.

Guzy, Timothy McLellan and Trond Ringstad as directors, effective

April 12, 2021, the Company entered into one-year director service agreements (each, a “Director Service Agreement”)

with each of Messrs.

Guzy, McLellan and Ringstad and with each of its two current Board members, Nubar Herian and John

Keeler which automatically renew for successive one-year terms.

consideration for their services, each director will be issued $25,000 of shares of the Company’s common stock for each

year’s service.

The number of shares to be issued will be based on the closing sale price of the Company’s common

stock, on the principal market on which it is then traded, on the final trading day of the applicable year.

On April 12, 2021,

the Company granted each director an option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share,

which option vests in equal monthly installments over the course of the applicable year and will expire three years from the date

they are fully vested.

Each Director may also receive additional issuances of common stock, on an annual basis, for his services

on any committees of the Board.

In addition, each Director will be reimbursed for all pre-approved out-of-pocket expenses.

the event the Director ceases to be a member of the Board prior to the end of any year of service, all unvested stock options

will be forfeited.

The stock options granted to the Directors shall be exercisable only on a cash basis and will expire three

years from the date they are fully vested.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners and Management

following table sets forth information relating to the beneficial ownership of our Common Stock at May 27, 2019, by:

following table sets forth information relating to the beneficial ownership of our Common Stock as of April 15, 2021, by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Common Stock;

of our directors;

of our Named Executive Officers;

Named Executive Officer;

current directors and executive officers as a group.

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have sole voting and investment power with respect to all shares of common stock held by such person.

percentage of shares beneficially owned is computed on the basis of 17,557,575 shares of common stock outstanding as of May 29,

Shares of common stock that a person has the right to acquire within 60 days are deemed outstanding for purposes of

computing the percentage ownership of the person holding such rights but are not deemed outstanding for purposes of computing

percentage of shares beneficially owned is computed on the basis of 19,633,161 shares of common stock outstanding as of April

Shares of common stock that a person has the right to acquire within 60 days are deemed outstanding for purposes

of computing the percentage ownership of the person holding such rights but are not deemed outstanding for purposes of computing

the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers

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of Beneficial

Executive Officers and Directors

Constable (3)

current directors and executive officers as a group (2 persons)

shares are subject to a lock-up and resale restriction agreement, dated December 26, 2019, between the Company and Mr.

pursuant to which Mr.

Keeler may not sell or transfer such shares (except as to 1,000 shares per month) until June 26, 2020.

In addition, 4,000,000 of such shares are pledged to secure the Company’s obligations under the Kenar Note.

Faria was terminated as Chief Executive Officer on August 1, 2019.

Constable resigned as Chief Financial Officer on February 7, 2020.

a currently exercisable option to purchase shares of common stock at an exercise price of $2.00 per share.

(i) 300,000 Conversion Shares, (ii) 150,000 Warrant Shares and (iii) 21,467 shares held by Lunar Enterprise Corp.

(“Lunar”),

Herian has sole voting and dispositive power.

5% or Greater Stockholders

Kenar Overseas Corp.

Named Executive Officers

and Directors

15,016,666 (2)

Timothy McLellan

Trond Ringstad

All current directors and executive

officers as a group (5 persons)

Herian, President of Kenar Overseas Corp., has sole voting and dispositive power over the shares held by Kenar.

of such shares are subject to the terms of a Lock-Up Agreement, pursuant to which Mr.

Keeler may not sell more than one-third

of the common stock held by him in any two-month period.

4,000,000 of such shares are pledged to secure the Company’s

obligations under the Kenar Note.

Includes 16,666 shares underlying a stock option which are exercisable within 60 days.

(i) 300,000 Conversion Shares, (ii) 150,000 Warrant Shares, (iii) 54,755 shares held by Lunar, of which Mr.

has sole voting and dispositive power, and (iv) 16,666 shares underlying a stock option which are exercisable within 60 days.

shares underlying a stock option which are exercisable within 60 days.

Change-in-Control

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following is a description of transactions since January 1, 2019 to which we have been a party, in which the amount involved exceeded

or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our pre-Merger capital

stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than

compensation and other arrangements that are described in the section titled “Executive Compensation.”

The following

description is historical and has not been adjusted to give effect to the Merger or the share conversion ratio pursuant to the

Merger Agreement.

or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock,

or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

January 2006 through May 2017, Keeler & Co issued an aggregate of $2,910,000, 6% demand promissory notes to John Keeler, our

Chief Executive Officer, Executive Chairman and a director.

We can prepay the notes at any time first against interest due thereunder.

We may prepay the notes at any time first against interest due thereunder.

If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within 10 days of payment

becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely received.

30, 2020, we entered into a debt repayment agreement with Mr.

Keeler pursuant to which we issued 796,650 shares of common stock

to a third party designated by Mr.

Keeler as repayment for an aggregate principal amount of $1,593,300 due under four such notes.

All interest due on the notes had previously been paid on a monthly basis.

The Company remains indebted to Mr.

Keeler under the

remaining promissory notes in the aggregate principal amount of $1,299,712.

Keeler, our Chief Executive Officer, Executive Chairman and director owns 95% of Bacolod, an exporter of pasteurized crab meat

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supplier of crab meat via Bacolod to the Company.

approximate dollar value of the Company’s transactions with Bacolod was approximately $5,600,000 and $11,000,000 for the

years ended December 31, 2019 and 2018, respectively.

There were no transactions between the Company and Bicol for the years ended

December 31, 2019 and 2018.

Company’s transactions with Bacolod were $1,280,589 and $5,600,000 for the years ended December 31, 2020 and 2019, respectively.

There were no transactions between the Company and Bicol for the years ended December 31, 2020 and 2019.

Keeler, our Chief Executive Officer, Executive Chairman and director, and Christopher Constable, our former Chief Financial Officer

and director, own 80% and 20%, respectively, of Strike the Gold Foods, Ltd., a UK company, which sells the Company’s packaged

crab meat in the United Kingdom.

lease approximately 16,800 square feet of office/warehouse space for our executive offices and distribution facility under a lease

expiring in June 2021 for $16,916 per month from Keeler Real Estate, a corporation 33% owned by a trust for each of John Keeler

III, Andrea Keeler and Sarah Keeler, each of whom are John Keeler, our Chief Executive Officer’s, children.

is a guarantor of the mortgage on the distribution facility which had a balance of approximately $1,278,000 as of December 31,

and director, own 80% and 20%, respectively, of Strike the Gold Foods, Ltd., a UK company, which sold the Company’s packaged

crab meat in the United Kingdom in 2019.

Co leased approximately 16,800 square feet of office/warehouse space for our executive offices and distribution facility for $16,916

per month from John Keeler Real Estate Inc., a Florida corporation, 33% owned by a trust for each of John Keeler III, Andrea Keeler

and Sarah Keeler, each of whom is a child of John Keeler, our Chief Executive Officer.

On December 31, 2020, this facility was

sold to an unrelated third-party purchaser and the lease was terminated.

In connection with the sale, the Company will retain

approximately 4,756 square feet of such space, rent-free, for the next 12 months.

time to time, we may prepay Bacolod for future shipments of product which may represent five to six months of purchases.

was $1,299,984 due as of December 31, 2020 for future shipments from Bacolod.

company owned by the parents of John Keeler, our Executive Chairman, is a party to the Settlement Agreement and was issued 40

Company owned by the stepmother of John Keeler, our Executive Chairman, is a party to the Settlement Agreement and was issued

40 Units on November 8, 2018 in connection with the Company Settlement.

Keeler, our Executive Chairman, is a party to an Unconditional and Continuing Guaranty, dated August 31, 2016, with ACF, pursuant

Keeler is guarantor of the Company’s obligations under our Loan and Security Agreement with ACF.

March 31, 2018, we issued options to purchase 104 shares of common stock of Keeler & Co with an exercise price of $10,000

per share to Carlos Faria, our former President and Chief Executive Officer, for services provided to Keeler & Co.

closing of the Merger, such options were converted into ten-year immediately exercisable options to purchase an aggregate of 3,120,000

shares of our common stock at an exercise price of $0.333 under the 2018 Plan.

Faria’s options expired unexercised on

October 31, 2019.

November 8, 2018, we issued Christopher Constable, our former Chief Financial Officer, a ten-year option under the 2018 Plan to

purchase 3,120,000 shares of common stock at an exercise price of $2.00 which vested one-year from the date of grant.

In connection

Constable’s separation agreement with the Company, dated February 25, 2020, the term of the option will remain

in effect until November 8, 2028.

November 8, 2018, we issued 600 Units in the Offering to Nubar Herian, a director, for $600,000.

Keeler, our Executive Chairman, was a party to an Unconditional and Continuing Guaranty, dated August 31, 2016, with ACF, pursuant

Keeler guaranteed the Company’s obligations under its Loan and Security Agreement with ACF.

March 31, 2021, John Keeler, Executive Chairman and Chief Executive Officer, provided a personal guaranty of up to $1,000,000

to Lighthouse in connection with its revolving credit facility.

Keeler, our Chief Executive Officer, Executive Chairman and director pledged 5,000,000 shares of common stock to secure the Company’s

obligations under the $1,000,000 Kenar Note issued on March 26, 2019.On May 21, 2020, the Kenar Note was amended to, among other

obligations under the $1,000,000 Kenar Note issued on March 26, 2019.

On May 21, 2020, the Kenar Note was amended to, among other

things, reduce the number of pledged shares by Mr.

Keeler to 4,000,000.

March 29, 2019, March 31, 2019, September 24, 2019 and January 20, 2020, we issued 92 shares, 160 shares, 160 shares and 160 shares,

respectively, of common stock to a company owned by the parents of John Keeler, our Executive Chairman, as a quarterly dividend

which accrues on the Series A Stock acquired by such company in connection with the Company Settlement.

March 29, 2019, March 31, 2019, September 24, 2019 and January 23, 2019, we issued 3,467 shares, 6,000 shares, 6,000 shares and

6,000 shares of common stock to Lunar Enterprise Corp., a corporation owned by Nubar Herian, a director of our company, as a quarterly

dividend which accrues on the Series A Stock acquired by Mr.

Herian in the Offering.

2019, we issued an aggregate of 18,000 shares to Lunar as common stock dividends on our 8% Series A Convertible Preferred Stock.

Nubar Herian, a director, is president and controls Lunar.

February 25, 2020, Christopher Constable, the Company’s former Chief Financial Officer entered int a Separation and Mutual

Herian, President of Kenar, a 5% shareholder, is the brother of Nubar Herian, a director of our Company.

March 29, 2019, March 31, 2019, September 24, 2019, January 23, 2020, May 27, 2020, September 29, 2020 and December 31, 2020,

we issued 92 shares, 160 shares, 160 shares, 160 shares, 160 shares, 448 shares and 144 shares, respectively, of common stock

to a company owned by the stepmother of John Keeler, our Executive Chairman, as a quarterly dividend which accrues on the Series

A Stock acquired by such company in connection with the Company Settlement.

On March 29, 2019, March

31, 2019, September 24, 2019, January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021,

we issued 3,467 shares, 6,000 shares, 6,000 shares, 6,000 shares, 6,000 shares, 16,798 shares, 5,405 shares and 5,085

shares of common stock, respectively to Lunar, as a quarterly dividend which accrues on the Series A Stock acquired in the

Nubar Herian, a director, is the President of and controls Lunar.

February 25, 2020, Christopher Constable, the Company’s former Chief Financial Officer entered into a Separation and Mutual

Release Agreement pursuant to which Mr.

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outstanding stock options to remain in effect until November 8, 2028.

March 25, 2021, the Company entered into a Director Service Agreement with each of its directors.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has

requirements that a majority of the board of directors be “independent.”

Our board of directors currently has two

members, John Keeler and Nubar Herian.

Keeler serves as our Executive Chairman.

Keeler, is not “independent”

within the definition of independence provided in the Marketplace Rules of The Nasdaq Stock Market and the independence requirements

contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

We have not yet assessed whether Mr.

Herian qualifies as

Our board of directors currently has five

members, Jeffrey J.

Guzy, Timothy McLellan, Trond Ringstad, John Keeler and Nubar Herian.

We believe that all of our directors

Keeler who serves as our Executive Chairman, are “independent”

within the definition

of independence provided in the Marketplace Rules of the NASDAQ Stock Market and the independence requirements contemplated by

Rule 10A-3 under the Securities Exchange Act of 1934.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

aggregate fees billed to us by our principal accountants, D.

Brooks and Associates CPAs, P.A., for professional services rendered

during the fiscal year ended October 31, 2018 are set forth in the table below:

Audit fees (1)

Audit-related fees (2)

All other fees (4)

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our

interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally

provided in connection with statutory or regulatory filings or engagements.

Audit-related

fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review

of our financial statements but are not reported under “Audit fees.”

fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

other fees consist of fees billed for services not associated with audit or tax.

aggregate fees billed to us by our principal accountants, MaloneBailey, LLP, for professional services rendered for the period

from December 4, 2018 through December 31, 2018 and the year ended December 31, 2019 are set forth in the table below:

Year Ended December 31,

aggregate fees billed to us by our principal accountants, MaloneBailey, LLP, for professional services rendered for the year ended

December 31, 2020 and 2019 are set forth below:

Ended December 31,

Audit fees (1)

Audit-related fees (2)

All other fees (4)

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our

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the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered.

The percentage of hours expended on Brooks and Malone Bailey’s respective engagement to audit our financial statements for

the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time,

permanent employees was 0%.

The percentage of hours expended on Malone Bailey’s engagement to audit our financial statements for the most recent fiscal

year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Agreement and Plan of Merger, dated as of November 8, 2018, by and among the Company, Blue Star, Acquisition Sub and John Keeler (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)

Articles of Merger between Blue Star and Acquisition Sub (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 10/A filed with the SEC on May 17, 2018)

Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the Company’s Form 10/A filed with the SEC on May 17, 2018)

Certificate of Amendment, dated November 5, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2018)

Certificate of Designation of 8% Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2018)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Amendment to Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Settlement Agreement and Mutual General Release (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Forms of Lockup Agreement for Pre-Merger Stockholders and Officers and Directors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Redemption Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

2018 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, dated November 8, 2018)

Loan and Security Agreement filed with the SEC on August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, dated November 8, 2018)

First Amendment to Loan and Security Agreement and Reservation of Rights, dated November 18, 2016, between the Company and ACF (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Second Amendment to Loan and Security Agreement, dated June 19, 2017, between the Company and ACF (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Third Amendment to Loan and Security Agreement, dated October 16, 2017, between the Company and ACF (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Fourth Amendment to Loan and Security Agreement, dated September 19, 2018, between the Company and ACF (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Fifth Amendment to Loan and Security Agreement, dated November 8, 2018, between the Company and ACF (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$14,000,000 Revolving Credit Note, dated August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Patent Security Agreement, dated August 31, 2016, between Blue Star and ACF FINCO LP (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Lease Agreement, dated May 1, 2001, between Blue Star and John Keeler Real Estate Holdings, Inc.

(incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Master Software Development Agreement, dated February 6, 2017 between the Company and Claritus Management Pvt.

(incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$500,000 Demand Note, dated January 4, 2006 from Blue Star in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$300,000 Demand Note, dated March 22, 2006 from Blue Star in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$200,000 Demand Note, dated March 31, 2006 from Blue Star in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$100,000 Demand Note, dated November 21, 2007, from Blue Star in favor of John Keeler (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$516,833.83 Demand Note, dated July 31, 2013 from Blue Star in favor of John Keeler (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$500,000 Promissory Note, dated May 30, 2017 from Blue Star in favor of John Keeler (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Subscription Agreement for February 1, 2019 offering (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

and Plan of Merger, dated as of November 8, 2018, by and among the Company, Blue Star, Acquisition Sub and John Keeler (incorporated

by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)

of Merger between Blue Star and Acquisition Sub (incorporated by reference to Exhibit 2.2 to the Company’s Current Report

on Form 8-K filed with the SEC on November 14, 2018)

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 10/A filed

with the SEC on May 17, 2018)

and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the Company’s Form 10/A filed with the SEC on May

of Amendment, dated November 5, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form

8-K filed with the SEC on November 9, 2018)

of Designation of 8% Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.2 to the Company’s

Current Report on Form 8-K filed with the SEC on November 9, 2018)

of Securities

of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2018)

of Amendment to Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on

Form 8-K filed with the SEC on November 8, 2018)

of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC

on November 8, 2018)

of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form

8-K filed with the SEC on November 8, 2018)

of Settlement Agreement and Mutual General Release (incorporated by reference to Exhibit 10.5 to the Company’s Current

Report on Form 8-K filed with the SEC on November 8, 2018)

of Lockup Agreement for Pre-Merger Stockholders and Officers and Directors (incorporated by reference to Exhibit 10.6 to the

Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

of Redemption Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2018)

Incentive Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2018)

of Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, dated

November 8, 2018)

and Security Agreement filed with the SEC on August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit

10.10 to the Company’s Current Report on Form 8-K, dated November 8, 2018)

Amendment to Loan and Security Agreement and Reservation of Rights, dated November 18, 2016, between the Company and ACF (incorporated

by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated June 19, 2017, between the Company and ACF (incorporated by reference to Exhibit

10.12 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated October 16, 2017, between the Company and ACF (incorporated by reference to

Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated September 19, 2018, between the Company and ACF (incorporated by reference

to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated November 8, 2018, between the Company and ACF (incorporated by reference to

Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Revolving Credit Note, dated August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.16 to the

Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Security Agreement, dated August 31, 2016, between Blue Star and ACF FINCO LP (incorporated by reference to Exhibit 10.17

to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Agreement, dated May 1, 2001, between Keeler & Co.

and John Keeler Real Estate Holdings, Inc.

(incorporated by reference

to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Software Development Agreement, dated February 6, 2017 between the Company and Claritus Management Pvt.

(incorporated

by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Demand Note, dated January 4, 2006 from Keeler & Co.

in favor of John Keeler and Maria Keeler (incorporated by reference

to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Demand Note, dated March 31, 2006 from Keeler & Co.

in favor of John Keeler and Maria Keeler (incorporated by reference

to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Demand Note, dated November 21, 2007, from Keeler & Co.

in favor of John Keeler (incorporated by reference to Exhibit

10.23 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Demand Note, dated July 31, 2013 from Keeler & Co.

in favor of John Keeler (incorporated by reference to Exhibit 10.24

to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

of Subscription Agreement for February 1, 2019 offering (incorporated by reference to Exhibit 10.26 to the Company’s

Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

Promissory Note, dated March 26, 2019, issued to Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

$100,000 Promissory Note, dated April 2, 2019, issued to Lobo Holding, LLC (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 12, 2019

Agreement and Plan of Merger and Reorganization, dated as of November 26, 2019, by and among John Keeler & Co., Inc., Coastal Pride Seafood, LLC, Coastal Pride Company, Inc., The Walter F.

(incorporated by reference to Exhibit 10.27 to the Company’s

Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

Promissory Note, dated January 1, 2021, issued to Lobo Holdings, LLLP

and Plan of Merger and Reorganization, dated as of November 26, 2019, by and among John Keeler & Co., Inc., Coastal Pride

Seafood, LLC, Coastal Pride Company, Inc., The Walter F.

Irrevocable Trust dated 1/8/03, Walter F.

Lubkin III, Tracy Lubkin Greco and John C.

Lubkin (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Tracy Lubkin Greco and John C.

Lubkin (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on

Form 8-K filed with the SEC on December 2, 2019)

Promissory Note in the principal amount of $500,000, dated November 26, 2019, issued by John Keeler & Co., Inc.

to Walter Lubkin, Jr.

(incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Form of 4% Convertible Promissory Note, dated November 26, 2019, issued by John Keeler & Co., Inc.

(incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Form of Leak-Out Agreement, dated November 26, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Joinder and Seventh Amendment to Loan and Security Agreement, dated November 26, 2019, by and among ACF Finco I LP, John Keeler & Co., Inc.

and Coastal Pride Seafood, LLC (incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Form of Lock-Up and Resale Restriction Agreement, dated December 26, 2019

Promissory Note, dated April 1, 2020 issued by the Company to Lobo Holding, LLC

(incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC

on December 2, 2019)

of 4% Convertible Promissory Note, dated November 26, 2019, issued by John Keeler & Co., Inc.

(incorporated by reference

to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

of Leak-Out Agreement, dated November 26, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Current

Report on Form 8-K filed with the SEC on December 2, 2019)

and Seventh Amendment to Loan and Security Agreement, dated November 26, 2019, by and among ACF Finco I LP, John Keeler &

and Coastal Pride Seafood, LLC (incorporated by reference to Exhibit 10.33 to the Company’s Current Report

on Form 8-K filed with the SEC on December 2, 2019)

of Lock-Up and Resale Restriction Agreement, dated December 26, 2019 (incorporated by reference to Exhibit 10.34 to the Company’s

Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Amendment, dated May 21, 2020 to Promissory Note issued to Kenar Overseas Corp.

Eight Amendment to Loan and Security Agreement, dated May 7, 2020, between the Company and ACF Separation and Mutual Release Agreement, dated February 25, 2020, between the Company and Christopher Constable

Separation and Mutual Release Agreement, dated February 25, 2020, between the Company and Christopher Constable

Letter from D.

Brooks and Associates CPA’s, P.A.

to the SEC, dated December 31, 2018 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on December 31, 2018)

List of Subsidiaries

(incorporated by reference to Exhibit 10.36

to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Amendment to Loan and Security Agreement, dated May 7, 2020, between the Company and ACF Separation and Mutual Release Agreement,

dated February 25, 2020, between the Company and Christopher Constable(incorporated by reference to Exhibit 10.37 to the Company’s

Annual Report on Form 10-K filed with the SEC on May 29, 2020)

and Mutual Release Agreement, dated February 25, 2020, between the Company and Christopher Constable (incorporated by reference

to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Lease Termination Agreement, dated December 31, 2020, between Keeler & Co.

and John Keeler Real Estate Holdings, Inc.

Repayment Agreement, dated December 30, 2020, between the Company and John Keeler (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 10-K filed with the SEC on February 9, 2021)

Banking Agreement, dated July 1, 2020, between the Company and Newbridge Securities Corporation

1 to Investment Banking Agreement, dated October 30, 2020, between the Company and Newbridge Securities Corporation

and Security Agreement dated March 31, 2021, by and among John Keeler & Co.

and Coastal Pride Seafood, LLC and Lighthouse

Financial Corp.

(incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 10-K filed with

the SEC on April 6, 2021)

Credit Note dated March 31, 2021 in the amount of up to $5,000,000 issued by John Keeler & Co.

and Coastal Pride

Seafood, LLC to Lighthouse Financial Corp.

(incorporated by reference to Exhibit 10.41 to the Company’s Current Report

on Form 10-K filed with the SEC on April 6, 2021)

Agreement dated March 31, 2021 executed by Blue Star Foods Corp.

in favor of Lighthouse Financial Corp.

(incorporated by reference

to Exhibit 10.42 to the Company’s Current Report on Form 10-K filed with the SEC on April 6, 2021)

of Director Services Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-K

filed with the SEC on March 31, 2021

of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the

SEC on May 29, 2020)

Certification

of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Certification

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of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Instance Document

4 unchanged sentences

Taxonomy Extension Presentation Linkbase Document

FORM 10–K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused

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STAR FOODS CORP.

April 15, 2021

Executive Officer and Executive Chairman

Executive Officer)

April 15, 2021

Financial Officer, Secretary, Treasurer

3 unchanged sentences

Executive Officer, Executive Chairman and Director

Timothy McLellan

Trond Ringstad

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures