What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-04-15 · 430 added, 379 removed, 53 unchanged (94% of the section changed)

1 unchanged sentence

combination with an unidentified target.

Since inception and prior to the Merger (as defined below), we only engaged in organizational

Following the Merger, we discontinued our prior activities of seeking a business for a merger or acquisition.

In connection

with the Merger, we changed our name from “AG Acquisition Group II, Inc.”

to “Blue Star Foods Corp.”

succeeded to the business of Keeler & Co., which was formed on May 15, 1995.

November 8, 2018 (the “Closing Date”), we entered into an Agreement and Plan of Merger and Reorganization (the “Merger

Agreement”), with Keeler & Co., Blue Star Acquisition Corp., our newly formed, wholly-owned Florida subsidiary (“Acquisition

Sub”), and John Keeler, Keeler & Co’s sole stockholder (the “Sole Stockholder”).

Pursuant to the terms

of the Merger Agreement, Acquisition Sub merged with and into Keeler & Co, which was the surviving corporation and thus became

our wholly-owned subsidiary (the “Merger”).

the Closing Date, each of the 500 shares of common stock of Keeler & Co issued and outstanding immediately prior to the closing

of the Merger was converted into 30,000 shares of our common stock.

As a result, an aggregate of 15,000,000 shares of our common

stock were issued to the Sole Stockholder.

Following the Merger (as described below), we changed our name from “AG Acquisition Group

II, Inc.” to “Blue Star Foods Corp.” and succeeded to the business of Keeler & Co.

November 8, 2018 (the “Closing Date”), we entered into an Agreement and Plan of Merger and Reorganization (the “Merger

Agreement”), with Keeler & Co., Blue Star Acquisition Corp., our newly formed, wholly-owned Florida subsidiary (“Acquisition

Sub”), and John Keeler, Keeler & Co’s sole stockholder (the “Sole Stockholder”).

Pursuant to the terms of

the Merger Agreement, Acquisition Sub merged with and into Keeler & Co, which was the surviving corporation and thus became our wholly-owned

subsidiary (the “Merger”).

the Closing Date, each of the 500 shares of common stock of Keeler & Co issued and outstanding immediately prior to the closing of

the Merger were converted into 30,000 shares of our common stock.

As a result, an aggregate of 15,000,000 shares of our common stock

were issued to the Sole Stockholder.

the effective time of the Merger, the Company redeemed an aggregate of 9,250,000 shares of common stock from the pre-Merger stockholders

of the Company (the “Pre-Merger Holders”) for cancellation by the Company (the “Share Redemption”) and,

as a result, the Pre-Merger Holders retained an aggregate of 750,000 shares of common stock after the Merger, representing a value

of $1.5 million.

The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection

with the consummation of the Merger.

with the closing of the Merger, we closed a private placement offering (the “Offering”) in which we sold an aggregate

of 725 units of our securities (the “Units”) at a purchase price of $1,000 per Unit, for aggregate gross proceeds

Each Unit consisted of one share of the Company’s 8% Series A convertible preferred stock, par value $0.0001

per share (the “Series A Stock”) and a three-year warrant (the “Warrant”) to purchase one-half of one

share of common stock for every share of common stock that would be received upon conversion of a share of Series A Stock (the

“Warrant Shares”), at an exercise price of $2.40.

The Series A Stock is convertible into shares (the “Conversion

Shares”) of the Company’s common stock, at a conversion rate of $2.00 per share (the “Conversion Rate”).

We issued 353,250 Warrant Shares in the Offering, which Warrant Shares are exercisable independently of any conversion of Series

The net proceeds of the Offering were used by the Company for general corporate purposes.

upon the closing of the Merger, we issued an aggregate of 688 Units to eleven “accredited investors”

(the “Settlement

Parties”) for each such individual or entity entering into a settlement and mutual general release agreement (the “Settlement

Agreement”) with the Company in full and complete settlement and satisfaction and release of claims such Settlement Parties

may have against the Company (the “Company Settlement”).

Equity Incentive Award Plan

connection with the Merger, we adopted the 2018 Equity Incentive Award Plan (the “2018 Plan”), which was effective

immediately prior to the consummation of the Merger.

The principal purpose of the 2018 Plan is to attract, retain and motivate

selected employees, consultants and non-employee directors through the granting of stock-based compensation awards and cash-based

performance bonus awards.

7,500,000 shares of common stock are reserved for issuance under the 2018 Plan as future incentive awards

to executive officers, employees, consultants and directors.

the closing of the Merger, (i) options to purchase an aggregate of 104 shares of Keeler & Co’s common stock at an exercise

price of $10,000 per share, which were outstanding immediately prior to the closing of the Merger, were converted into ten-year

immediately exercisable options to purchase an aggregate of 3,120,000 shares of common stock at an exercise price of $0.333 under

the 2018 Plan, and (ii) ten-year options to purchase 3,120,000 shares of common stock at an exercise price of $2.00, which vest

one-year from the date of grant, were issued under the 2018 Plan.

of the Company (the “Pre-Merger Holders”) for cancellation by the Company (the “Share Redemption”) and, as a

result, the Pre-Merger Holders retained an aggregate of 750,000 shares of common stock after the Merger, representing a value of $1.5

The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the

consummation of the Merger.

with the closing of the Merger, we closed a private placement offering (the “Offering”) in which we sold an aggregate of

725 units of our securities (the “Units”) at a purchase price of $1,000 per Unit, for aggregate gross proceeds of $725,000.

Each Unit consisted of one share of the Company’s 8% Series A convertible preferred stock, par value $0.0001 per share (the “Series

A Stock”) and a three-year warrant (the “Warrant”) to purchase one-half of one share of common stock for every share

of common stock that would be received upon conversion of a share of Series A Stock (the “Warrant Shares”), at an exercise

price of $2.40.

The Series A Stock is convertible into shares (the “Conversion Shares”) of the Company’s common stock,

at a conversion rate of $2.00 per share (the “Conversion Rate”).

We issued 353,250 Warrant Shares in the Offering, which

Warrant Shares are exercisable independently of any conversion of Series A Stock.

The net proceeds of the Offering were used by the Company

for general corporate purposes.

All of the Series A Stock have been converted to shares of the Company’s common stock.

upon the closing of the Merger, we issued an aggregate of 688 Units to eleven “accredited investors” (the “Settlement

Parties”) for each such individual or entity entering into a settlement and mutual general release agreement (the “Settlement

Agreement”) with the Company in full and complete settlement and satisfaction and release of claims such Settlement Parties may

have against the Company (the “Company Settlement”).

the closing of the Merger, (i) options to purchase an aggregate of 104 shares of Keeler & Co’s common stock at an exercise

price of $10,000 per share, which were outstanding immediately prior to the closing of the Merger, were converted into a ten-year immediately

exercisable options to purchase an aggregate of 3,120,000 shares of common stock at an exercise price of $0.333 (which option was subsequently

terminated unexercised), and (ii) a ten-year option 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.

to the Board of Directors and Executive Officers

the Closing Date of the Merger, the then-current directors and Chief Financial Officer and Chief Executive Officer of the Company

resigned from all such positions as directors and officers of the Company and were replaced by new officers and directors.

connection with the Merger, each of our executive officers and directors after giving effect to the Merger (the “Restricted

Holders”) and each of the Pre-Merger Holders, holding at the closing date of the Merger an aggregate of 750,000 shares of

our common stock, entered into lock-up agreements (the “Lock-Up Agreements”), whereby the Restricted Holders are restricted

for a period of 18 months and the Pre-Merger Holders are restricted for 12 months, after the Merger (the “Restricted Period”),

from sales or dispositions (including pledges) in excess of 50% of all of the Common Stock held by (or issuable to) them and at

a price below $2.20 per share (such restrictions together the “Lock-Up”).

Notwithstanding such restrictions, during

the Restricted Period (i) the Restricted Holders may transfer up to 10% of their shares to a charitable organization which agrees

to be bound by such Lock-Up restrictions and (ii) the Pre-Merger Holders may transfer up to 10% of their shares to a third party

which agrees to be bound by such Lock-Up restrictions.

From and after the Restricted Period, neither the Restricted Holders nor

the Pre-Merger Holders may sell, dispose or otherwise transfer more than one-third of the Common Stock held by such Holder in

any two-month period.

the Closing Date of the Merger, the then-current directors and Chief Financial Officer and Chief Executive Officer of the Company resigned

from all such positions as directors and officers of the Company and were replaced by new officers and directors.

connection with the Merger, each of our executive officers and directors after giving effect to the Merger (the “Restricted Holders”)

and each of the Pre-Merger Holders, holding at the closing date of the Merger an aggregate of 750,000 shares of our common stock, entered

into lock-up agreements (the “Lock-Up Agreements”), whereby the Restricted Holders were restricted for a period of 18 months

and the Pre-Merger Holders were restricted for 12 months, after the Merger (the “Restricted Period”), from sales or dispositions

(including pledges) in excess of 50% of all of the common stock held by (or issuable to) them and at a price below $2.20 per share (such

restrictions together the “Lock-Up”).

Notwithstanding such restrictions, during the Restricted Period (i) the Restricted

Holders may transfer up to 10% of their shares to a charitable organization which agrees to be bound by such Lock-Up restrictions and

(ii) the Pre-Merger Holders may transfer up to 10% of their shares to a third party which agrees to be bound by such Lock-Up restrictions.

From and after the Restricted Period, neither the Restricted Holders nor the Pre-Merger Holders may sell, dispose or otherwise transfer

more than one-third of the common stock held by such Holder in any two-month period.

from Pre-Merger Holders

connection with the Merger, the Company redeemed an aggregate of 9,250,000 shares of Common Stock from the Company’s Pre-Merger

Holders for cancellation by the Company (the “Share Redemption”) and, as a result, the stockholders retained an aggregate

of 750,000 shares of common stock after the Merger (the “Retained Shares”), representing a value of $1.5 million.

The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the consummation

of the Merger.

authorized capital stock currently consists of 100,000,000 shares of Common Stock, and 5,000,000 shares of the preferred stock,

of which 10,000 shares have been designated as Series A Stock.

connection with the Merger, the Company redeemed an aggregate of 9,250,000 shares of common stock from the Company’s Pre-Merger

Holders for cancellation by the Company (the “Share Redemption”) and, as a result, the stockholders retained an aggregate

of 750,000 shares of common stock after the Merger (the “Retained Shares”), representing a value of $1.5 million.

were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the consummation of the

authorized capital stock currently consists of 100,000,000 shares of common stock, and 5,000,000 shares of the preferred stock, of which

10,000 shares have been designated as Series A Stock.

Our common stock is not traded on any exchange.

Our Common Stock

has been quoted on the OTC pink sheets under the symbol “BSFC”

since February 18, 2020.

Currently, there is a limited

trading market for our Common Stock.

Our common stock was quoted on

the OTC pink sheets under the symbol “BSFC” since February 18, 2020.

Our common stock was approved for listing on NASDAQ

under the symbol “BSFC” and began trading on November 3, 2021.

Pride Acquisition

November 26, 2019, Keeler & Co., Inc.

(the “Purchaser”) entered into an Agreement and Plan of Merger and Reorganization

(the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood,

LLC, a Florida limited liability company and newly-formed, wholly-owned subsidiary of Keeler & Co.

(the “Acquisition

Subsidiary”

and, upon the effective date of the Coastal Merger, the “Surviving Company), and The Walter F.

Irrevocable Trust dated 1/8/03 (the “Trust”), Walter F.

Lubkin III (“Lubkin III”), Tracy Lubkin Greco

(“Greco”) and John C.

Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company,

immediately prior to the Coastal Merger (collectively, the “Sellers”).

Pursuant to the terms of the Coastal

Merger Agreement, Coastal Pride Company, Inc.

merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary

being the surviving company (the “Coastal Merger”).

Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from

Mexico and Latin America and sells premium branded label crabmeat throughout North America.

(the “Purchaser”) entered into an Agreement and Plan of Merger and Reorganization

(the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood, LLC,

a Florida limited liability company and newly-formed, wholly-owned subsidiary of Keeler & Co.

(the “Acquisition Subsidiary”

and, upon the effective date of the Coastal Merger, the “Surviving Company), and The Walter F.

Irrevocable Trust dated

1/8/03 (the “Trust”), Walter F.

Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John

Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company, Inc.

immediately prior to the Coastal

Merger (collectively, the “Sellers”).

Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company, Inc.

merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal Merger”).

Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico

and Latin America and sells premium branded label crabmeat throughout North America.

to the terms of the Coastal Merger Agreement, the following consideration was paid by Keeler & Co.:

(i) an aggregate of $394,622

(ii) a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by Keeler &

(ii) a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by Keeler & Co.

to Walter Lubkin Jr.

(“Walter Jr.”);

(iii) three-year 4% convertible promissory notes in the aggregate principal

amount of $210,000 (collectively, the “Sellers Notes”

and together with the Lubkin Note, the “Notes”),

issued by Keeler & Co.

(“Walter Jr.”);

(iii) three-year 4% convertible promissory notes in the aggregate principal amount of

$210,000 (collectively, the “Sellers Notes” and together with the Lubkin Note, the “Notes”), issued by Keeler

to Greco, Lubkin III and Lubkin, pro rata to their ownership of Coastal Pride Company, Inc.

immediately prior to the Coastal Merger;

(iii) 500,000 shares of common stock of the Company, issued to Walter Lubkin,

(the “Walter Jr.

Shares”);

and (iii) an aggregate of 795,000 shares of common stock of the Company, issued to

Greco, Lubkin III and Lubkin, pro rata to their ownership of Coastal Pride Company, Inc.

immediately prior to the Coastal

Merger (together with the Walter Jr.

Shares, the “Consideration Shares”).

Notes are subject to a right of offset against the Sellers’

indemnification obligations as described in the Coastal Merger

Agreement and are subordinate and subject to prior payment of all indebtedness of John Keeler under the Loan Agreement with Lighthouse

Financial Corp., a North Carolina corporation (“Lighthouse”).

(iii) 500,000 shares of common stock of the Company, issued to Walter Lubkin, Jr.

(the “Walter Jr.

(iii) an aggregate of 795,000 shares of common stock of the Company, issued to Greco, Lubkin III and Lubkin, pro rata to their ownership

of Coastal Pride Company, Inc.

immediately prior to the Coastal Merger (together with the Walter Jr.

Shares, the “Consideration

Notes are subject to a right of offset against the Sellers’ indemnification obligations as described in the Coastal Merger Agreement

and are subordinate and subject to prior payment of all indebtedness of John Keeler under the Loan Agreement with Lighthouse Financial

Corp., a North Carolina corporation (“Lighthouse”).

and interest under the Lubkin Note are payable quarterly, commencing February 26, 2020, in an amount equal to the lesser of (i) $25,000

$25,000 and (i) 25% of the Surviving Company’s quarterly earnings before interest, tax, depreciation and amortization.

and (i) 25% of the Surviving Company’s quarterly earnings before interest, tax, depreciation and amortization.

of the principal and interest under the Sellers Notes are payable quarterly commencing on August 26, 2021.

The Sellers Notes are

convertible into shares of common stock of the Company at the Seller’s option, at any time after the first anniversary of

the date of the Note, at the rate of one share for each $2.00 of principal and/or interest so converted (the “Conversion

Shares”).

The Sellers Notes are convertible

into shares of common stock of the Company at the Seller’s option, at any time after the first anniversary of the date of the Note,

at the rate of one share for each $2.00 of principal and/or interest so converted (the “Conversion Shares”).

has the right to prepay the Notes in whole or in part at any time without penalty or premium.

the effective time of the Coastal Merger, the Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”)

pursuant to which the Sellers and Walter Jr.

may not directly or indirectly pledge, sell, or transfer any of the Consideration

Shares or Conversion Shares, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership

of any such shares for one year from the date of the Coastal Merger.

April 15, 2021, the Company issued an aggregate of 16,460 shares of common stock to the Seller’s in lieu of payment in cash of

accrued interest in the aggregate amount of $39,504 under the Sellers’ Notes.

the effective time of the Coastal Merger, the Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”) pursuant

to which the Sellers and Walter Jr.

may not directly or indirectly pledge, sell, or transfer any of the Consideration Shares or Conversion

Shares, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership of any such shares for

one year from the date of the Coastal Merger.

Thereafter, each Seller and Walter Jr.

may transfer up to

25% of the aggregate of the Consideration Shares and the Conversion Shares held by such person, in each successive six-month period.

connection with the Coastal Merger, Lubkin III and Greco agreed to serve as president and chief financial officer, respectively,

of the Surviving Company.

Finco I, LP (“ACF”) and Keeler & Co.

may transfer up to 25% of the aggregate of the Consideration

Shares and the Conversion Shares held by such person, in each successive six-month period.

connection with the Coastal Merger, Lubkin III and Greco agreed to serve as president and chief financial officer, respectively, of the

Surviving Company.

Finco I, LP (“ACF”) and Keeler & Co.

were parties to a loan and security agreement, originally dated as of August 31,

As a condition to ACF’s waiver of certain events of default under the Loan Agreement, and consent to the formation

of the Acquisition Subsidiary and the Coastal Merger, the Acquisition Subsidiary and Keeler & Co.

entered into the Joinder

and Seventh Amendment to the Loan Agreement which resulted, among other things, in Coastal Pride becoming an additional borrower

under the Loan Agreement.

As a condition to ACF’s waiver of certain events of default under the Loan Agreement, and consent to the formation of the

Acquisition Subsidiary and the Coastal Merger, the Acquisition Subsidiary and Keeler & Co.

entered into the Joinder and Seventh Amendment

to the Loan Agreement which resulted, among other things, in Coastal Pride becoming an additional borrower under the Loan Agreement.

On March 31, 2021, Keeler & Co.

and Coastal Pride entered into a loan and security agreement (the

“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”), and the

loan with ACF was extinguished.

are an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood

Our current source of revenue is from importing blue and red swimming crab meat primarily from 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.

The crab meat which we import is processed in 13 plants throughout

Southeast Asia.

Our suppliers are primarily via co-packing relationships, including two affiliated suppliers.

We sell primarily

to food service distributors.

We also sell our products to wholesalers, retail establishments and seafood distributors.

premium proprietary brands are differentiated in terms of quality and price point.

and Coastal Pride entered into a loan and security agreement (the “Loan Agreement”) with

Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”), and the loan with ACF was extinguished.

of BC Aquafarms Acquisition

April 27, 2021, we entered into a stock purchase agreement (the “SPA”) with TOBC, and Steve Atkinson and Janet Atkinson (the

“Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”) pursuant to which we acquired

all of the TOBC Shares from the Sellers for an aggregate purchase price of CAD$4,000,000, subject to adjustment based upon the amount

of TOBC’s working capital on the closing date (the “Purchase Price”) as follows:

(i) CAD$1,000,000 in cash, pro rata

with each Seller’s ownership of TOBC (ii) by the issuance to each Seller of a non-interest bearing promissory note in the aggregate

principal amount of CAD$200,000, with a maturity date of November 30, 2021, with the principal amount of each note to be pro rata with

each Seller’s ownership of TOBC, and secured by a Company guarantee and a general security agreement creating a security interest

over certain assets of the Company, and (iii) 987,741 shares of common stock, (representing CAD$2,800,000 of shares based on USD$2.30

per share) with each Seller receiving a pro rata portion of such shares based upon the total number of TOBC shares held by such Seller.

June 24, 2021, the SPA was amended to increase the purchase price to an aggregate of CAD$5,000,000 and the TOBC acquisition closed.

to the amendment, on August 3, 2021, an aggregate of 344,957 shares of common stock (representing CAD$1,000,000 of additional shares

calculated at USD$2.30 per share) was put in escrow until the 24-month anniversary of the closing.

If, within 24 months of the closing,

TOBC has cumulative revenue of at least CAD$1,300,000, the Sellers will receive all of the escrowed shares.

If, as of the 24-month anniversary

of the closing, TOBC has cumulative revenue of less than CAD$1,300,000, the Sellers will receive a prorated number of the escrowed shares

based on the actual cumulative revenue of TOBC as of such date.

addition to the foregoing consideration, at the time of the closing, the Company provided CAD$488,334 to TOBC for the extinguishment

of certain of TOBC’s existing debt.

shares of common stock received by the Sellers are subject to a leak-out restriction commencing on the date of issuance, as follows:

(i) up to 25% may be sold after 12 months;

(ii) up to 50% may be sold after 18 months;

(iii) up to 75% may be sold after 24 months;

(iv) up to 100% may be sold after 30 months.

Seller’s non-interest bearing promissory notes were paid in full at maturity.

connection with the TOBC acquisition, the Sellers entered into four-year confidentiality, non-competition and non-solicitation agreements

with the Company.

Seafood Asset Acquisition

February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability

company (the “Seller”), and Robert J.

Gault II, President of the Seller (“Gault”) pursuant to which Coastal Pride

acquired all of the Seller’s right, title and interest in and to assets relating to the Seller’s soft shell crab operations,

including intellectual property, equipment, vehicles and other assets used in connection with the 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

and the issuance of 167,093 shares of common stock of the Company with a fair value of $359,250.

Such shares are subject to a leak-out

agreement pursuant to which the Seller may not sell or otherwise transfer the shares until February 3, 2023.

Pride also entered into a consulting agreement with Gault under the terms of which Gault will provide consulting services to Coastal

Pride at the rate of $100 per hour, however, the first 45 days of services will be provided at no cost.

Gault also agreed not to compete

with Coastal Pride and its affiliates for a period of five years in any market in which Coastal Pride is operating or is considering

operating or solicit employees, consultants, customers or suppliers or in any way interfere with Coastal Pride’s business relationships

for a five-year period, Gault is also bound by customary confidentiality provisions.

The Consulting Agreement may be terminated by either

party upon five days written notice and by Costal Pride immediately for cause.

connection with the asset acquisition, Coastal Pride will lease 9,050 square feet from Gault for $1,000 per month under a one-year

lease agreement and will continue to operate the acquired soft shell crab operations at such location in Beaufort, South Carolina unless

a new facility is earlier completed.

are an international sustainable marine protein company that owns and operates several portfolio companies with an emphasis on environmental,

social and governance values.

We seek to create a vertically integrated seafood company that offers customers high quality products while

maintaining a focus on our core values of delivering food safety, traceability and certified resource sustainability.

Our companies include:

& Co., doing business as Blue Star Foods, which imports, packages and sells refrigerated pasteurized crab meat sourced primarily

from Southeast Asia and other premium seafood products;

Pride , which imports pasteurized and fresh crab meat sourced primarily from Mexico and Latin America and sells premium branded label

crab meat throughout North America;

a land-based recirculating aquaculture systems (“RAS”) salmon farming operation, which sells its steelhead salmon to distributors

long-term strategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining

a focus on our core values of delivering food safety, traceability and certified resource sustainability.

plan to grow the Company organically by continuing to grow our customer base and introducing new high-value product lines and categories,

as well as strategically acquiring companies that focus on additional species and proprietary technologies that we believe we can integrate

into a larger, diversified company.

& Co., doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized

crab meat and other premium seafood products.

purchase the majority of our crab product (Portunus Pelagicus and Portunus Haanii) from processors which source the crab meat from local

fishermen in Indonesia, the Philippines, Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit their boats

with a proprietary GPS-based system.

This system allows us to trace where the crab product originates and ensure that only mature crabs

are being harvested by the use of collapsible traps and not gill nets.

crab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source their product

in a sustainable manner.

All crab meat is sourced under the Company’s FDA approved Hazard Analysis Critical Control Point (“HACCP”)

Additionally, all suppliers are certified by the British Retail Consortium (the “BRC”) and are audited annually to

ensure safety and quality of our product.

crab meat which we import is processed in 13 plants throughout Southeast Asia.

Our suppliers are primarily via co-packing relationships,

including two affiliated suppliers.

We sell primarily to food service distributors.

We also sell our products to wholesalers, retail

establishments and seafood distributors.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various data

to the Company in real-time, from the loading site to the packing plant, through the sorting and pasteurization process and the exporting

process to the end customer.

Our technology allows our customers access to their “Scan on Demand” QR code-enabled traceability

premium proprietary brands, Blue Star, Pacifika and Oceanica are differentiated in terms of quality and price point.

believe that we utilize best-in-class technology, in both resource sustainability management and ecological packaging.

Company’s executive offices and warehouse facility are based in Miami, Florida.

The offices of Coastal Pride Seafood LLC

are located in Beaufort, South Carolina.

Additionally, the Company may, from time to time, utilize third party warehouses located

in Miami, Baltimore, Philadelphia and Los Angeles.

strategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining a

focus on our core values of delivering food safety, traceability and certified sustainability.

plan to grow the Company organically by continuing to grow our customer base, offering additional species to our customers, introducing

new value-added product lines and strategically acquiring companies with strong portfolio of anchored categories that we believe

we can integrate into a larger, vertically integrated company.

Strengths - Sustainable and Traceable Product Sourcing

believe that our greatest point of differentiation from other seafood companies are our efforts to ensure that our seafood products

are ethically sourced in a method that is consistent with our core values and those of our customers.

purchase the majority of our crab product from processors which source the crab meat from local fishermen in Indonesia, the Philippines,

Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit their boats with a proprietary GPS-based system.

This system allows us to trace where the crab product originates and ensure that only mature crabs are being harvested by the

use of collapsible traps and not gill nets.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various

data to the Company in real-time, from the loading site, to the packing plant, through the sorting and pasteurization process

and the exporting process to the end customer.

Our technology allows our customers access to their “Scan on Demand”

QR code-enabled traceability application.

crab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source their

product in a sustainable manner.

All crab meat is sourced under the Company’s FDA approved Hazard Analysis Critical Control

Point (“HACCP”) Plan.

Additionally, all suppliers are certified by the British Retail Consortium (the “BRC”)

and are audited annually to ensure safety and quality of our product.

warehouse facility in Miami, Florida is the only crab meat facility audited by the BRC (graded A++) in the U.S.

have created several brands of crab meat that are well regarded amongst our customers and are differentiated by product quality

and price point.

Star is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and

quality control requirements.

is a quality brand for the price conscious end-user.

The Portunus Haanii crab meat is packed in China and is ideal for

upscale plate presentations.

is made from the Portunus Haanii crab, which is caught and processed in Vietnam.

It is an affordable choice to help reduce

food cost without sacrificing the look and taste of dishes.

+ Go Premium Seafood is geared towards millennials as part of the trend toward prepackaged grab and go items.

is packaged in flexible foil pouches.

Brand is packed with good quality Portunus Pelagicus specie crab in the Philippines and Indonesia.

Choice is a quality brand packed with Portunus Haanii crab from Malaysia.

Stuff is a premium brand packed with the high quality Callinectes specie crab from Mexico.

Brand is packed with Callinectes Sapidus crab from Venezuela and the United States.

major point of differentiation from our competitors is our use of sustainable and ethical packaging.

Our green pouches for Eco-Fresh

crab meat are patented in the United States, Europe, Thailand, the Philippines and Indonesia under patent Nos.1526091 B1 and US

Patents 8,337,922 and 8,445,046.

Since their introduction in 2003, these pouches have saved in excess of one million metric tons

of carbon dioxide emissions versus metal can packaging material.

general, the international seafood industry is intensely competitive and highly fragmented.

We compete with local and overseas

manufacturers and importers engaged in similar products.

Company’s primary competitors are Tri Union Frozen Products, Inc.

(Chicken of the Sea Frozen Foods), Phillips Foods, Inc.,

Harbor Seafood, Inc., Newport International and Twin Tails Seafood Corp.

international seafood industry is going through a period of rapid change as it strives to meet the needs of a growing population

around the world, where food consumption habits are evolving.

We believe there are powerful trends emerging in the developing

world, including a growing demand for animal-based protein, as well as and in the developed world where there is an increased

awareness and focus on sustainable sourcing and protecting marine ecosystems.

Growth and Global Seafood Consumption

United Nations estimates that there will be close to 9.7 billion people on our planet by the year 2050, a significant increase

from the existing population estimates of 7.7 billion.

Nations –

Department of Economic and Social Affairs (2019)

the population has grown, so has per capita consumption.

Per capita food fish consumption grew from 9.0 kg (live weight equivalent)

in 1961 to 20.5 kg in 2018, by about 1.5% per year.

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

total capture fishery production in 2018 reached 96.4 million tons, an increase of 5.4 percent from the average of the previous

three years, of which 84.4 million tons from marine waters and 12.0 million tons from inland waters.

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

aquaculture production in 2018 reached 114.5 million tons in live weight, of which 51.3 million tons came from inland aquaculture.

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

Industry Participants

mix of parties involved in seafood varies from the local village fisherman, to large, international, vertically-integrated

seafood companies.

total number of fishing vessels in the world in 2018 is estimated at about 4.6 million, with the fleet in Asia being the largest,

consisting of 3.1 million vessels and accounting for 68 percent of the global fleet, followed by the Americas (14%), Europe

(10%), Africa (7%), and Oceania (1%).

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

intend to grow the business organically and through strategic acquisitions.

growth –

We believe that allocating additional capital to our existing business plan will allow us to continue to meet growing

demand from end-customers for seafood products.

The Company also currently intends to enter the recirculation aquaculture systems

(“RAS”) space with high value seafood species such as Steel Head Salmon and Soft-Shell Blue Crab.

We also currently intend to evaluate strategic acquisitions in the fragmented seafood industry.

We believe that such potential

acquisitions may add value in several ways, including geographical diversification and new anchor category specifies offerings,

as well as operational and price synergies.

currently have the following products:

Blue Star, Pacifika, Oceanica, Crab & Go Premium Seafood, Lubkin, First Choice, Good

Stuff and Coastal Pride Fresh.

Star is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and quality

control requirements.

Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crab meat (Portunus Pelagicus, Portunus

Haanii and Callinectes) sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout North America.

has three premium branded label products, First Choice, Good Stuff and Coastal Pride Fresh.

is a land-based salmon recirculating aquaculture farm located in Nanaimo, British Columbia, Canada with an annual production capacity

of approximately 100 tons.

It produces steelhead salmon under the brand name Little Cedar Farms for distribution in Canada.

initial facility has been operated as a model farm for the development of salmon RAS technology.

We currently intend to refine this model

farm into a 150-ton standardized module that will be replicated in the development of future farms.

The next facility we hope to build,

subject to sufficient resources, will have 10 such modules, for a total production capacity of 1,500 tons.

current RAS facility is in an insulated, bio-secure structure where all culture conditions are controlled.

The primary RAS system is

composed of 13 culture tanks, a drum filter, fluidized sand bed biofilter and low head oxygenator and employs an efficient gravity fed

low head arrangement which reduces energy use as compared to other RAS designs.

Additionally, there are two independent partial reuse

finishing tank systems.

harvests of approximately two tons of salmon are stunned and bled at the farm and then processed as fresh iced head on gutted (“HOG”)

fish at a Canadian Food Inspection Agency approved processing facility.

Currently, TOBC sells its salmon to two wholesale seafood distributors

are purchased from two primary suppliers and are hatched approximately every eight weeks.

TOBC’s hatchery is composed of a recirculating

system that utilizes an upwelling “heath stack” incubator and five tanks with moving bed biofiltration.

The fish are then

transferred to the main RAS system approximately 12 weeks post hatch.

TOBC’s feed is largely terrestrial based from grains and

other non-marine ingredients.

faster life cycle from birth to harvesting of our salmon, as compared to conventional salmon, allows it to be produced more economically

in contained, land-based RAS farms.

Although RAS farms require greater capital investment than the sea cage approach, we believe that

the higher costs are offset by more efficient growth and a shorter transportation distance to market.

the three companies, we currently have the following branded products:

Blue Star, Pacifika, Oceanica, Crab & Go Premium Seafood,

Lubkin, First Choice, Good Stuff, Coastal Pride Fresh and Little Cedar Falls.

Star is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and quality control

requirements.

is a quality brand for the price conscious end user.

The Portunus Haanii crab meat is packed in China and is ideal for upscale

plate presentations.

The Portunus Haanii crab meat is packed in China and is ideal for upscale plate

presentations.

is made from the Portunus Haanii crab, which is caught and processed in Vietnam.

It is an affordable choice to help reduce food

cost without sacrificing the look / taste of dishes.

Brand is packed with quality Portunus Pelagicus specie crab in the Philippines and Indonesia.

It is an affordable choice to help reduce food cost

without sacrificing the look/taste of dishes.

Brand is packed with quality Portunus Pelagicus species crab in the Philippines and Indonesia.

Choice is a quality brand packed with Portunus Haanii crab meat from Malaysia.

Stuff is a premium brand packed with high quality Callinectes specie crab from Mexico.

Stuff is a premium brand packed with high quality Callinectes species crab from Mexico.

Pride Fresh Brand is packed with Callinectes Sapidus from Venezuela and the United States.

+ Go Premium Seafood is geared towards millennials as part of the trend toward pre-packaged, grab-and-go items.

The product is

packaged in flexible foil pouches.

purchase crab meat directly from 13 processors with which we have long-standing relationships, that have agreed to source their

product in a sustainable manner.

All crab meat is sourced under the Company’s FDA approved HACCP Plan.

Additionally, all

suppliers are certified grade A by the BRC and are audited annually to ensure safety and quality.

Company had five suppliers which accounted for approximately 65% of the Company’s total purchases during the year ended

December 31, 2020.

These five suppliers are located in the United States, Indonesia, Sri Lanka, Mexico and the Philippines, which

accounted for approximately 93% of the Company’s total purchases during the year.

During 2020, the Company purchased inventory

from two non-affiliated Indonesian suppliers that made up the balance of 25% of the supply concentration.

The product is packaged

in flexible foil pouches.

salmon is produced by TOBC under the Little Cedar Falls brand.

The fish are sashimi grade and only sold as a fresh item, usually reaching

end users within days of harvest.

and Traceable Product Sourcing.

We believe that our greatest point of differentiation from other seafood companies is our efforts

to ensure that our seafood products are ethically sourced in a method that is consistent with our core values and those of our customers.

We have created several brands of crab meat that are well regarded amongst our customers and are differentiated by product

quality and price point.

Another major point of differentiation from our competitors is our use of sustainable and ethical packaging.

pouches for Eco-Fresh crab meat are patented in the United States, Europe, Thailand, the Philippines and Indonesia under patent Nos.1526091

B1 and US Patents 8,337,922 and 8,445,046.

We believe since their introduction in 2003, these pouches have saved in excess of 800 metric

tons of carbon dioxide emissions versus metal can packaging material.

intend to grow our business in several ways, including:

our existing businesses.

The three current existing businesses each have different pathways to organic growth, including by increasing

their reliable access to sustainably sourced marine product and supplying to a larger and more diversified customer base.

Our key objective

is to optimize the management of the companies across all companies, specifically in the marketing, sourcing and financing departments.

Acquisitions.

We will continue to seek opportunities to acquire companies that allow us to expand into new territories, diversify

our species product categories, and where operational synergies with our existing companies may exist.

We believe that we may have the

ability to layer on a sustainability model to certain companies that operate in a more traditional way, with an opportunity to increase

margins by selling a more premium product.

the RAS Business.

We have an internal goal to reach production of 21,000 metric tons of steelhead salmon by 2028.

If we can successfully

access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a series of 1,500

metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia, Canada, where TOBC is currently based.

international seafood industry is going through a period of rapid change as it strives to meet the needs of a growing population around

the world, where food consumption habits are evolving.

We believe there are powerful trends emerging in the developing world (including

a growing demand for animal-based protein) as well as in the developed world (where there is an increased awareness and focus on sustainable

sourcing and protecting marine ecosystems).

in Population Growth and Global Seafood Consumption:

United Nations estimates that there will be close to 9.7 billion people on our planet by the year 2050, a significant increase from the

existing population estimates of 7.7 billion (1) .

the population has grown, so has per capita fish consumption.

Per capita food fish consumption grew from 9.0 kg (live weight equivalent)

in 1961 to 20.5 kg in 2018, by about 1.5% per year (2) .

Has Developed as a Major Source to Meet Global Seafood Demand:

wild fish catch reached a peak at 94 metric tons (3) (in the mid-1990s) and has since stagnated.

Nearly all of the increase

in world marine protein supply has since come from aquaculture.

2016, aquaculture provided more than half (80 metric tons) (4) of all marine protein consumed.

is estimated that aquaculture production may need to double between 2010 through 2050, from 60 metric tons in 2010 to roughly 140 metric

tons in 2050 (5) , to meet estimated demand.

believe that Recirculatory Aquatic Systems are likely to be a highly disruptive technology.

fish at high densities, in indoor tanks in a “controller” environment.

The culture water is purified and reused continuously,

in an almost completed closed circuit.

Recirculating systems are capable of reusing approximately 90% of culture water.

ammonium and CO2 are either removed or converted into non-toxic bio products (fertilizers).

The purified water is subsequently saturated

with oxygen and returned to the fish tanks.

United Nations – Department of Economic and Social Affairs (2019)

Food and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture – 2020.

purchase crab meat directly from 13 processors with which we have long-standing relationships, that have agreed to source their product

in a sustainable manner.

All crab meat is sourced under the Company’s FDA approved HACCP Plan.

Additionally, all suppliers are

certified grade A by the BRC and are audited annually to ensure safety and quality.

Company had four suppliers which accounted for approximately 70% of the Company’s total purchases during the year ended December

These four suppliers are located in the United States, Indonesia, Mexico and China, which accounted for approximately 80% of

the Company’s total purchases during the year.

During 2021, the Company purchased inventory from one non-affiliated Mexican supplier

that made up the balance of 42% of the supply concentration.

Marketing and Distribution

Company’s products are sold in the United States and Canada.

Its primary current source of revenue is importing blue and

red swimming crab meat primarily from Indonesia, Mexico, Malaysia, Sri-Lanka, China, the Philippines and Vietnam and distributing

it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, and Lubkin’s Coastal

Pride, First Choice, Good Stuff, Coastal Pride Fresh.

Company has a sales team based throughout the United States who sell directly to customers most of whom are in the food service

and retail industry and also manage a network of regional and national brokers, that cover both the retail and wholesale segments.

The sales team and brokers help to pull the products through the system by creating demand at the end user level and pulling the

demand through our distributor customers.

The Company sells to retail customers either directly or via distributors that specialize

in the retail segment.

Company does not own its own fleet of trucks and utilizes less than truckload freight shipping (“LTL”) national freight

carriers to deliver its products to its customers.

LTL is used for the transportation of small freight or when freight does not

require the use of an entire trailer.

When shipping LTL, the Company pays for a portion of a standard truck trailer, and other

shippers and their shipments fill the unoccupied space.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various

data to the Company in real-time, from the loading site, to the packing plant, through the sorting and pasteurization process

and the exporting process to the end customer.

Our technology allows our customers access to their “Scan on Demand”

QR code-enabled traceability application.

Company’s products are sold in the United States and Canada.

Its primary current source of revenue is importing blue and red swimming

crab meat primarily from Indonesia, Mexico, China, the Philippines and Vietnam and distributing it in the United States and Canada under

several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal

Pride Fresh and TOBC steelhead salmon produced under the brand name Little Cedar Falls primarily to two distributor/brokers.

Company has a sales team based throughout the United States who sell directly to customers, most of whom are in the food service and

retail industry and also manage a network of regional and national brokers, that cover both the retail and wholesale segments.

team and brokers help to pull the products through the system by creating demand at the end user level and pulling the demand through

our distributor customers.

The Company sells to retail customers either directly or via distributors that specialize in the retail segment.

Company does not own its own fleet of trucks and utilizes less than truckload freight shipping (“LTL”) national freight carriers

to deliver its products to its customers.

LTL is used for the transportation of small freight or when freight does not require the use

of an entire trailer.

When shipping LTL, the Company pays for a portion of a standard truck trailer, and other shippers and their shipments

fill the unoccupied space.

customer base is comprised of some of the largest companies in the food service and retail industry throughout the United States.

We sell our crab meat to our customers through purchase orders.

For the year ended December 31, 2020, sales to food distributors

and retail and wholesale clubs accounted for 63% of our revenue.

The balance of our revenue derived from smaller seafood

distributors and value-added processors.

Company had three customers which accounted for approximately 26% of revenue during the year ended December 31,

Outstanding receivables from these customers accounted for approximately 19% of the total accounts receivable as

of December 31, 2020.

The loss of any major customer could have a material adverse impact on the Company’s results of operations,

cash flows and financial position.

sell our crab meat to our customers through purchase orders.

For the year ended December 31, 2021, sales to food distributors and retail

and wholesale clubs accounted for 52% of our revenue.

The balance of our revenue is derived from smaller seafood distributors

and value-added processors.

Company had ten customers which accounted for approximately 52% of revenue during the year ended December 31, 2021.

accounted for 24% of revenue during the year ended December 31, 2021.

Outstanding receivables from these customers accounted for

approximately 59% of the total accounts receivable as of December 31, 2021.

The loss of any major customer could have a material

adverse impact on the Company’s results of operations, cash flows and financial position.

general, the international seafood industry is intensely competitive and highly fragmented.

We compete with local and overseas manufacturers

and importers engaged in similar products.

Company’s primary competitors in its traditional sustainable seafood businesses are Tri Union Frozen Products, Inc.

the Sea Frozen Foods), Phillips Foods, Inc., Harbor Seafood, Inc., Newport International and Twin Tails Seafood Corp.

Company’s primary competitors in its RAS business are Aquabounty, Atlantic Sapphire, Aquaco, Nordic Aquafarms, Whole Oceans, West

Coast Salmon and Pure Salmon.

intellectual property is an essential element of our business.

We use a combination of patent, trademark, copyright, trade secret

and other intellectual property laws and confidentiality agreements to protect our intellectual property.

Our policy is to seek

patent protection in the United States and in certain foreign jurisdictions for our products, processes and other technology where

available and when appropriate.

We also in-license technology, inventions and improvements we consider important to the development

of our business.

addition to our patents, we also rely upon trade secrets, know-how, trademarks, copyright protection and continuing technological

and licensing opportunities to develop and maintain our competitive position.

We monitor the activities of our competitors and

other third parties with respect to their use of intellectual property.

We require our employees to execute confidentiality and

non-competition agreements upon commencing employment with us.

Despite these safeguards, any of our know-how or trade secrets

not protected by a patent could be disclosed to, or independently developed by, a competitor.

is our standard practice to require our employees to sign agreements acknowledging that all inventions, trade secrets, works of

authorship, developments and other processes generated by them on our behalf are our property, and assigning to us any ownership

in those works.

Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual

property rights, may adversely affect our business.

under our loan and security agreement with Lighthouse are secured by substantially all of our personal property, including our

intellectual property.

We use a combination of patent, trademark, copyright, trade secret and

other intellectual property laws and confidentiality agreements to protect our intellectual property.

Our policy is to seek patent protection

in the United States and in certain foreign jurisdictions for our products, processes and other technology where available and when appropriate.

We also in-license technology, inventions and improvements we consider important to the development of our business.

addition to our patents, we also rely upon trade secrets, know-how, trademarks, copyright protection and continuing technological and

licensing opportunities to develop and maintain our competitive position.

We monitor the activities of our competitors and other third

parties with respect to their use of intellectual property.

We require our employees to execute confidentiality and non-competition agreements

upon commencing employment with us.

Despite these safeguards, any of our know-how or trade secrets not protected by a patent could be

disclosed to, or independently developed by, a competitor.

is our standard practice to require our employees to sign agreements acknowledging that all inventions, trade secrets, works of authorship,

developments and other processes generated by them on our behalf are our property, and assigning to us any ownership in those works.

Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own.

use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely

affect our business.

under our loan and security agreement with Lighthouse are secured by substantially all of our personal property, including our intellectual

following is a list of our patents:

7 unchanged sentences

following is a list of our registered trademarks and trademarks for which we have filed applications.

AMERICA’S

FAVORITE CRABMEAT

Lubkin’s

Coastal Pride

Lubkin’s

distribution facility in Florida and our international suppliers are certified in accordance with the HACCP, standards for exporting

Intellectual Property Office registered trademarks:

Little Cedar Falls – Registration #1766337- Expiration:

June 20, 2032

of BC – Registration #1561871 - Expiration:

January 31, 2034

third-party distribution facilities and our international suppliers are certified in accordance with the HACCP, standards for exporting

aquatic products to the United States.

The HACCP standards are developed by the U.S.

Food and Drug Administration (the “FDA”),

pursuant to the FDA’s HACCP regulation, Title 21, Code of Federal Regulations, part 123, and are used by the FDA to help

ensure food safety and control sanitary standards.

Food and Drug Administration (the “FDA”),

pursuant to the FDA’s HACCP regulation, Title 21, Code of Federal Regulations, part 123, and are used by the FDA to help ensure

food safety and control sanitary standards.

Safety and Labeling

are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety

Modernization Act (“FSMA”), the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and

the rules and regulations promulgated thereunder by the FDA.

The FSMA was enacted in order to aid the effective prevention of

food safety issues in the food supply.

This comprehensive and evolving regulatory program impacts how food is grown, packed, processed,

shipped and imported into the United States and it governs compliance with Good Manufacturing Practices regulations (“GMPs”).

The FDA has finalized seven major rules to implement FSMA, recognizing that ensuring the safety of the food supply is a shared

responsibility among many different points in the global supply chain.

The FSMA rules are designed to make clear specific actions

that must be taken at each of these points to prevent contamination.

Some aspects of these laws use a strict liability standard

for imposing sanctions on corporate behavior.

If we fail to comply with applicable laws and regulations, we may be subject to

civil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions, any of which could impact our results

of operations.

addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to

appear on the labels of food products.

are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization

Act (“FSMA”), the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the rules and regulations

promulgated thereunder by the FDA.

The FSMA was enacted in order to aid the effective prevention of food safety issues in the food supply.

This comprehensive and evolving regulatory program impacts how food is grown, packed, processed, shipped and imported into the United

States and it governs compliance with Good Manufacturing Practices regulations (“GMPs”).

The FDA has finalized seven major

rules to implement FSMA, recognizing that ensuring the safety of the food supply is a shared responsibility among many different points

in the global supply chain.

The FSMA rules are designed to make clear specific actions that must be taken at each of these points to

prevent contamination.

Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior.

fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures,

and criminal sanctions, any of which could impact our results of operations.

addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to appear

on the labels of food products.

operations and products are also subject to state and local regulation, including the registration and licensing of plants, enforcement

by state health agencies of various state standards, and the registration and inspection of facilities.

Compliance with federal,

state and local regulation is costly and time-consuming.

Enforcement actions for violations of federal, state, and local regulations

may include seizure and condemnation of products, cease and desist orders, injunctions or monetary penalties.

We believe that

our practices are sufficient to maintain compliance with applicable government regulations.

the purchase of products harvested or manufactured outside of the United States, and for the shipment of products to customers

located outside of the United States, we are subject to customs laws regarding the import and export of shipments.

Our activities,

including working with customs brokers and freight forwarders, are subject to regulation by U.S.

Customs and Border Protection,

part of the Department of Homeland Security.

Compliance with federal, state

and local regulation is costly and time-consuming.

Enforcement actions for violations of federal, state, and local regulations may include

seizure and condemnation of products, cease and desist orders, injunctions or monetary penalties.

We believe that our practices are sufficient

to maintain compliance with applicable government regulations.

the purchase of products harvested or manufactured outside of the United States, and for the shipment of products to customers located

outside of the United States, we are subject to customs laws regarding the import and export of shipments.

Our activities, including

working with customs brokers and freight forwarders, are subject to regulation by U.S.

Customs and Border Protection, part of the Department

of Homeland Security.

aquafarms facility in Nanaimo, British Columbia, Canada with an annual production capacity of approximately 100 tons are licensed under

the Canadian Department of Fisheries and Oceans.

Harvests of steelhead salmon are processed as iced HOG fish at locally at a Canadian

Food Inspection Agency approved processing facility.

Trade Commission

1 unchanged sentence

Federal Trade Commission.

Advertising of our products is subject to such regulation

pursuant to the Federal Trade Commission Act and the regulations promulgated thereunder.

Advertising of our products is subject to such regulation pursuant

to the Federal Trade Commission Act and the regulations promulgated thereunder.

Safety Regulations

are subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health

These regulations require us to comply with certain manufacturing, health, and safety standards to protect our employees

from accidents.

are subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act.

These regulations require us to comply with certain manufacturing, health, and safety standards to protect our employees from accidents.

Anticorruption

we are organized under the laws of a state and our principal place of business is in the United States, we are considered a “domestic

concern”

under the Foreign Corrupt Practices Act (“FCPA”) and are covered by the anti-bribery provisions of

The provisions prohibit any domestic concern and any officer, director, employee, or agent, acting on behalf of the

domestic concern from paying or authorizing payment of anything of value to (i) influence any act or decision by a foreign official;

(ii) induce a foreign official to do or omit to do any act in violation of his/her lawful duty;

we are organized under the laws of a state and our principal place of business is in the United States, we are considered a “domestic

concern” under the Foreign Corrupt Practices Act (“FCPA”) and are covered by the anti-bribery provisions of the FCPA.

The provisions prohibit any domestic concern and any officer, director, employee, or agent, acting on behalf of the domestic concern

from paying or authorizing payment of anything of value to (i) influence any act or decision by a foreign official;

(ii) induce a foreign

official to do or omit to do any act in violation of his/her lawful duty;

(iii) secure any improper advantage;

or (iv) induce a foreign official to use his/her influence to assist the payor in obtaining or retaining business, or directing

business to another person.

or (iv) induce a foreign

official to use his/her influence to assist the payor in obtaining or retaining business, or directing business to another person.

Environmental

are subject to a number of federal, state, and local laws and other requirements relating to the protection of the environment

and the safety and health of personnel and the public.

These requirements relate to a broad range of our activities, including

the discharge of pollutants into the air and water;

the identification, generation, storage, handling, transportation, disposal,

recordkeeping, labeling, and reporting of, and emergency response in connection with, hazardous materials (including asbestos)

associated with our operations;

are subject to a number of federal, state, and local laws and other requirements relating to the protection of the environment and the

safety and health of personnel and the public.

These requirements relate to a broad range of our activities, including the discharge

of pollutants into the air and water;

the identification, generation, storage, handling, transportation, disposal, recordkeeping, labeling,

and reporting of, and emergency response in connection with, hazardous materials (including asbestos) associated with our operations;

noise emissions from our facilities;

and safety and health standards, practices, and procedures

that apply to the workplace and the operation of our facilities.

of April 15, 2021, we have sixteen full time employees and no part-time employees.

We believe that our future success will

depend, in part, on our continued ability to attract, hire and retain qualified personnel.

and safety and health standards, practices, and procedures that apply to the workplace and the operation

of our facilities.

of March 31, 2022, we had twenty-one full time employees and no part-time employees.

We believe that our future success will depend,

in part, on our continued ability to attract, hire and retain qualified personnel.

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 1. Business