What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-04-15 · 679 added, 672 removed, 146 unchanged (90% of the section changed)

Annual Report contains certain statements relating to future events or the future financial performance of our Company.

You are cautioned that such statements are only predictions and involve risks and uncertainties, and that actual events or results

may differ materially.

In evaluating such statements, you should specifically consider the various factors identified in this

annual report, including the matters set forth below, which could cause actual results to differ materially from those indicated

by such forward-looking statements.

You are cautioned

that such statements are only predictions and involve risks and uncertainties, and that actual events or results may differ materially.

In evaluating such statements, you should specifically consider the various factors identified in this annual report, including the matters

set forth below, which could cause actual results to differ materially from those indicated by such forward-looking statements.

investment in our common stock involves a high degree of risk.

You should carefully consider the following risk factors before

deciding to invest in our Company.

If any of the following risks actually occur, our business, financial condition, results

of operations and prospects for growth would likely suffer.

You should carefully consider the following risk factors before deciding

to invest in our Company.

If any of the following risks actually occur, our business, financial condition, results of operations and

prospects for growth would likely suffer.

Relating to Our Company and Business

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we may acquire additional businesses, services or products that are complementary to our core business.

Future acquisitions and

the subsequent integration of new companies into ours would require significant attention from management.

Future acquisitions

would also expose us to potential risks, including risks associated with the assimilation of new operations, services and personnel,

unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, the inability to generate

sufficient revenue to offset the costs and expenses of acquisitions and potential loss of, or harm to, relationships with employees

as a result of integration of new businesses.

The diversion of our management’s attention and any difficulties encountered

in any integration process could have a material adverse effect on our ability to manage our business.

Future acquisitions and the subsequent

integration of new companies into ours would require significant attention from management.

Future acquisitions would also expose us

to potential risks, including risks associated with the assimilation of new operations, services and personnel, unforeseen or hidden

liabilities, the diversion of resources from our existing businesses and technologies, the inability to generate sufficient revenue to

offset the costs and expenses of acquisitions and potential loss of, or harm to, relationships with employees as a result of integration

of new businesses.

The diversion of our management’s attention and any difficulties encountered in any integration process could

have a material adverse effect on our ability to manage our business.

obligations to Lind Global Fund II LP, a Delaware limited partnership (“Lind”) pursuant to a $5,750,000 convertible note

are secured by a first priority security interest in all of our assets, so if we default on those obligations, Lind could foreclose on,

liquidate and/or take possession of our assets.

If that were to happen, we could be forced to curtail, or even to cease, our operations.

January 24, 2022, we entered into a securities purchase agreement with Lind pursuant to which we issued to Lind a senior secured, two-year,

interest free convertible promissory note in the principal amount of $5,750,000.

Simultaneously,

we entered into a security agreement with Lind pursuant to which Lind was granted a first priority security interest and lien on all

of the assets of the Company including a pledge on its shares in Keeler & Co.

Inc., its wholly-owned subsidiary, pursuant to stock

pledge agreement with Lind, dated January 24, 2022.

Each subsidiary of the Company also granted a second priority security interest in

all of its respective assets.

As a result, if we default on our obligations under the note, Lind could foreclose on their security interest

and liquidate or take possession of some or all of the assets of the Company and its subsidiaries, which would harm our business, financial

condition and results of operations and could require us to curtail, or even to cease our operations.

value of crab meat is subject to fluctuation which may result in volatility of our results of operations and the value of an investment

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business is dependent upon the sale of a commodity which value is subject to fluctuation.

Our net sales and operating results

vary significantly due to the volatility of the value of the crab meat that we sell which may result in the volatility of the

market price of our common stock.

material decline in the population and biomass of crab meat that we sell in the fisheries from which we obtain our crab meat would

materially and adversely affect our business.

population and biomass of crab meat are subject to natural fluctuations which are beyond our control and which may be exacerbated

by disease, reproductive problems or other biological issues and may be affected by changes in weather and the global environment.

The overall health of a crab or other fish is difficult to measure, and fisheries management is still a relatively inexact science.

Since we are unable to predict the timing and extent of fluctuations in the population and biomass of our products, we are unable

to engage in any measures that might alleviate the adverse effects of these fluctuations.

Any such fluctuation which results in

a material decline in the population and biomass in the fisheries from which we obtain our crab meat would materially and adversely

affect our business.

Our operations are also subject to the risk of variations in supply.

Our net sales and operating results vary significantly

due to the volatility of the value of the crab meat that we sell which may result in the volatility of the market price of our common

material decline in the population and biomass of crab meat that we sell in the fisheries from which we obtain our crab meat would materially

and adversely affect our business.

population and biomass of crab meat are subject to natural fluctuations which are beyond our control and which may be exacerbated by

disease, reproductive problems or other biological issues and may be affected by changes in weather and the global environment.

health of a crab or other fish is difficult to measure, and fisheries management is still a relatively inexact science.

unable to predict the timing and extent of fluctuations in the population and biomass of our products, we are unable to engage in any

measures that might alleviate the adverse effects of these fluctuations.

Any such fluctuation which results in a material decline in

the population and biomass in the fisheries from which we obtain our crab meat would materially and adversely affect our business.

operations are also subject to the risk of variations in supply.

are subject to the risk of product contamination and product liability claims.

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Such injuries may result from tampering by unauthorized personnel,

product contamination or spoilage, including the presence of foreign objects, substances, chemicals, or residues introduced during

the packing, storage, handling or transportation phases.

While we are subject to governmental inspection and regulations and believe

our facilities comply in all material respects with all applicable laws and regulations, including internal product safety policies,

we cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be

subject to claims or lawsuits relating to such matters.

Even if a product liability claim is unsuccessful, the negative publicity

surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential

customers and our brand image.

product contamination or spoilage, including the presence of foreign objects, substances, chemicals, or residues introduced during the

packing, storage, handling or transportation phases.

While we are subject to governmental inspection and regulations and believe our

facilities comply in all material respects with all applicable laws and regulations, including internal product safety policies, we cannot

be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims

or lawsuits relating to such matters.

Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion

that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our brand

significant portion of our revenues are derived from a single product, crab meat, and therefore we are highly susceptible to changes

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significant portion of our revenues are derived from a single product, crab meat.

We therefore are highly susceptible to changes

in market demand, which may be impacted by factors over which we have limited or no control.

Factors that could lead to a decline

in market demand for crab meat include economic conditions and evolving consumer preferences.

A substantial downturn in market

demand for crab meat may have a material adverse effect on our business and on our results of operations.

Related to Our Industry

We therefore are highly susceptible to changes in market

demand, which may be impacted by factors over which we have limited or no control.

Factors that could lead to a decline in market demand

for crab meat include economic conditions and evolving consumer preferences.

A substantial downturn in market demand for crab meat may

have a material adverse effect on our business and on our results of operations.

Related to Our Industry and TOBC’s RAS Operations

of the fishing industry may have an adverse impact on our business.

international community has been aware of and concerned with the worldwide problem of depletion of natural fish stocks.

past, these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on the

amount of seafood that is allowed to be caught or harvested.

these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on the amount of seafood

that is allowed to be caught or harvested.

Environmental groups have been lobbying for additional limitations.

If international organizations or national governments were to impose additional limitations on crab meat or the seafood products

we sell, this could have a negative impact on our results of operations.

of the seafood industry in which we operate are competitive, and our inability to compete successfully could adversely affect

our business, results of operations and financial condition.

If international organizations

or national governments were to impose additional limitations on crab meat or the seafood products we sell, this could have a negative

impact on our results of operations.

of the seafood industry in which we operate are competitive, and our inability to compete successfully could adversely affect our business,

results of operations and financial condition.

compete with major integrated seafood companies such as Tri Union Frozen Products, Inc.

(Chicken of the Sea Frozen Foods), Phillips

Foods, Inc., Harbor Seafood, Inc., and Twin Tails Seafood Corp.

Some of our competitors have the benefit of marketing their products

under brand names that have better market recognition than ours or have stronger marketing and distribution channels than we do.

Increased competition as to any of our products could result in price reduction, reduced margins and loss of market share, which

could negatively affect our profitability.

An increase in imported products in the United States at low prices could also negatively

affect our profitability.

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

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

in our traditional sustainable seafood business and our primary competitors

in our RAS business are Aquabounty, Atlantic Sapphire, Aquacon, Nordic Aquafarms, Whole Oceans, West Coast Salmon and Pure Salmon.

of our competitors have the benefit of marketing their products under brand names that have better market recognition than ours or have

stronger marketing and distribution channels than we do.

Increased competition as to any of our products could result in price reduction,

reduced margins and loss of market share, which could negatively affect our profitability.

An increase in imported products in the United

States at low prices could also negatively affect our profitability.

insurance coverage may be inadequate to cover losses we may incur or to fully replace a significant loss of assets.

involvement in the fishing industry may result in liability for pollution, property damage, personal injury or other hazards.

Although we believe we have obtained insurance in accordance with industry standards to address such risks, such insurance has

limitations on liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities or

In addition, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not to

obtain insurance to protect against specific risks due to the high premiums associated with such insurance or for other reasons.

The payment of such uninsured liabilities would reduce the funds available to us.

If we suffer a significant event or occurrence

that is not fully insured, or if the insurer of such event is not solvent, we could be required to divert funds from capital investment

or other uses towards covering any liability or loss for such events.

operations, revenue and profitability could be adversely affected by changes in laws and regulations in the countries where we

we believe we have obtained insurance in accordance with industry standards to address such risks, such insurance has limitations on

liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities or losses.

In addition, such

risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not to obtain insurance to protect against

specific risks due to the high premiums associated with such insurance or for other reasons.

The payment of such uninsured liabilities

would reduce the funds available to us.

If we suffer a significant event or occurrence that is not fully insured, or if the insurer of

such event is not solvent, we could be required to divert funds from capital investment or other uses towards covering any liability

or loss for such events.

operations, revenue and profitability could be adversely affected by changes in laws and regulations in the countries where we do business.

governments of countries into which we sell our products, from time to time, consider regulatory proposals relating to raw materials,

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and increase our operational costs, which, in turn, could affect our profitability.

To the extent that we increase our product

prices as a result of such changes, our sales volume and revenues may be adversely affected.

To the extent that we increase our product prices

as a result of such changes, our sales volume and revenues may be adversely affected.

these governments may change import regulations or impose additional taxes or duties on certain imports from time to time.

regulations and fees or new regulatory developments may have a material adverse impact on our operations, revenue and profitability.

If one or more of the countries into which we sell our products bars the import or sale of crab meat or related products, our

available market would shrink significantly, adversely impacting our results of operations and growth potential.

These regulations

and fees or new regulatory developments may have a material adverse impact on our operations, revenue and profitability.

If one or more

of the countries into which we sell our products bars the import or sale of crab meat or related products, our available market would

shrink significantly, adversely impacting our results of operations and growth potential.

decline in discretionary consumer spending may adversely affect our industry, our operations and ultimately our profitability.

products, such as premium grade crab meat, are discretionary purchases for consumers.

Any reduction in consumer discretionary

spending or disposable income may affect the crab meat industry significantly.

Many economic factors outside of our control could

affect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates,

energy costs, employment levels, salary levels, and tax rates.

Any reduction in discretionary consumer spending could materially

adversely affect our business and financial condition.

Any reduction in consumer discretionary spending

or disposable income may affect the crab meat industry significantly.

Many economic factors outside of our control could affect consumer

discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment

levels, salary levels, and tax rates.

Any reduction in discretionary consumer spending could materially adversely affect our business

and financial condition.

business is affected by the quality and quantity of the salmon that is harvested by TOBC.

sell our products in a highly competitive market.

The ability of TOBC to successfully sell its salmon and the price therefor, is highly

dependent on the quality of the salmon.

A number of factors can negatively affect the quality of the salmon sold, including the quality

of the broodstock, water conditions in the farm, the food and additives consumed by the fish, population levels in the tanks, and the

amount of time that it takes to bring a fish to harvest, including transportation and processing.

Optimal growing conditions cannot always

Although fish grown in RAS production systems are not subject to the disease and parasite issues that can affect salmon grown

in ocean pens, there is the potential for organisms that are ubiquitous to freshwater environments to become pathogenic if the fish are

subjected to stressful conditions or there is an issue with biomass management.

standards for the quality of the product are maintained and if we determine that a harvest has not met such standards, we may be required

to reduce inventory and write down the value of the harvest to reflect net realizable value.

Sub-optimal conditions could lead to smaller

harvests and or lower quality fish.

Conversely, if we experience better than expected growth rates, we may not be able to process and

bring our fish to market in a timely manner, which may result in overcrowding that can cause negative health impacts and/or require culling

our fish population.

if our salmon is perceived by the market to be of lower quality than other available sources of salmon or other fish, we may experience

reduced demand for our product and may not be able to sell our products at the prices that we expect or at all.

we continue to expand our operations and build new farms, we potentially may face additional challenges with maintaining the quality

of our products.

We cannot guarantee that we will not face quality issues in the future, any of which could cause damage to our reputation,

and a loss of consumer confidence in our products, which could have a material adverse effect on our business results and the value of

shutdown, damage to any of our farms, or lack of availability of power, fuel, oxygen, eggs, water, or other key components needed for

our operations, could result in our prematurely harvesting fish, a loss of a material percentage of our fish in production, a delay in

our commercialization plans, and a material adverse effect on our operations, business results, reputation, and the value of our brands.

interruption in the power, fuel, oxygen supply, water quality systems, or other critical infrastructure of an aquaculture facility for

more than a short period of time could lead to the loss of a large number of fish.

A shutdown of or damage to our farm due to natural

disaster, shortages of key components to our operations due to a pandemic, reduction in water supply, contamination of our aquifers,

interruption in services, or human interference could require us to prematurely harvest some or all of the fish or could result in a

loss of our fish in production.

also are dependent on egg availability If we had a disruption in our ability to purchase eggs, we would not be able to continue to stock

We cannot guarantee that any disruptions might not occur in the future, any of which could cause loss of salmon to sell, damage

to our reputation, loss of consumer confidence in our products and company, and lost revenues, all of which could have a material adverse

effect on our business results.

successful development of our TOBC business depends on TOBC’s ability to efficiently and cost-effectively produce and sell salmon

at large commercial scale.

business plans depend on our ability to increase our production capacity through the development of larger farms.

We have limited experience

constructing, ramping up, and managing such large, commercial-scale facilities, and we may not have anticipated all of the factors or

costs that could affect our production, harvest, sale, and delivery of salmon at such a scale.

Our salmon may not perform as expected

when raised at very large commercial scale, we may encounter operational challenges, control deficiencies may surface, our vendors may

experience capacity constraints, or our production cost and timeline projections may prove to be inaccurate.

Any of these could decrease

process efficiency, create delays, and increase our costs.

We are also subject to volatility in market demand and prices, such as the

disruption to the salmon market and the resulting reduction in market prices for salmon caused by the COVID-19 pandemic.

addition, competitive pressures, customer volatility and the possible inability to secure established and ongoing customer partnerships

and contracts, may result in a lack of buyers for our fish.

Customers of our fish may not wish to follow our terms and conditions of

sale, potentially resulting in a violation of labeling or disclosure laws, improper food handling, nonpayment for product, and similar

The competitive landscape for salmon may create challenges in securing competitive pricing for our salmon to reach our competitive

In addition, it is possible that we may not be able to service our customers to meet their expectations regarding fish quality,

ongoing harvest supply availability, order processing fill rate, on time or correct deliveries, potential issues with third party processors,

and other factors, which could impact our relationships with customers, our reputation, and our business results.

Related to Our Reliance on Third Parties

are dependent on third parties for our operations.

business is dependent upon our relationships with vendors in Southeast Asia for co-packing, processing and shipping product to

If for any reason these companies became unable or unwilling to continue to provide services to us, this would likely lead

to a temporary interruption in our ability to import our products until we found another entity that could provide these services.

Failure to find a suitable replacement, even on a temporary basis, would have an adverse effect on our results of operations.

are dependent on third parties for our operations and our business may be affected by supply chain interruptions and delays.

business is dependent upon our relationships with vendors in Southeast Asia and Latin America for co-packing, processing and shipping

product to us.

If for any reason these companies became unable or unwilling to continue to provide services to us, this would likely

lead to a temporary interruption in our ability to import our products until we found another entity that could provide these services.

Moreover, if supply chain delays occur, our product will arrive late which will adversely impact our revenue.

Failure to find a suitable

replacement, even on a temporary basis, would have an adverse effect on our results of operations.

do not have long-term agreements with many of our customers and suppliers.

of our customers and suppliers operate through purchase orders.

Though we have long-term business relationships with many of our

customers and suppliers and alternative sources of supply for key items, we do not have long-term agreements with such customers

and suppliers and cannot be sure that any of these customers or suppliers will continue to do business with us on the same basis

or on terms that are favorable to us.

The termination or modification of any of these relationships may adversely affect our business,

financial performance and results of operations.

Though we have long-term business relationships with many of our customers

and suppliers and alternative sources of supply for key items, we do not have long-term agreements with such customers and suppliers

and cannot be sure that any of these customers or suppliers will continue to do business with us on the same basis or on terms that are

favorable to us.

The termination or modification of any of these relationships may adversely affect our business, financial performance

and results of operations.

Related to Our Financial Condition and Capital Requirements

independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going

concern in its report on our audited financial statements.

independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern

in its report on our audited financial statements.

report from our independent registered public accounting firm for the year ended December 31, 2021 includes an explanatory paragraph

stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial

doubt about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent

on its ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital and continue

to sustain adequate working capital to finance its operations.

If we are unable to do so, our financial condition and results

of operations will be materially and adversely affected and we may be unable to continue as a going concern.

has caused significant disruptions to the global financial markets which severely impacts our ability to raise additional capital.

full impact of the COVID-19 outbreak continues to evolve as of the date of this Annual Report.

Management is actively monitoring

the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19

outbreak on its operations or financial condition in the next 12 months.

Additionally, the continued spread of COVID-19 and uncertain

market conditions may limit the Company’s ability to access capital.

may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage

of financing opportunities or for other reasons, including to:

stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt

about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent on its ability

to increase revenues, execute on its business plan to acquire complimentary companies, raise capital and continue to sustain adequate

working capital to finance its operations.

If we are unable to do so, our financial condition and results of operations will be materially

and adversely affected and we may be unable to continue as a going concern.

loan and security agreement with Lighthouse contains operating and financial covenants that may restrict business and financing activities

of our subsidiaries, Keeler & Co.

and Coastal Pride.

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

Our loan and security agreement contains affirmative and negative covenants which restricts our wholly-owned subsidiary, Keeler

and its subsidiary, Coastal Pride’s ability to, among other things:

of or sell its assets;

material changes in its business;

with or acquire other entities or assets;

additional indebtedness;

liens on its assets;

operating and financial restrictions and covenants in our loan and security agreement, as well as any future financing agreements into

which we may enter, may restrict the ability to finance operations and engage in, expand or otherwise pursue business activities and

Our ability to comply with these covenants may be affected by events beyond our control, and future breaches of any of these

covenants could result in a default under our loan and security agreement.

If not waived, future defaults could cause all of the outstanding

indebtedness under our loan and security agreement to become immediately due and payable and terminate all commitments to extend further

we do not have or are unable to generate sufficient cash available to repay our debt obligations when they become due and payable, either

upon maturity or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable terms, if at

all, which may negatively impact our ability to operate and continue our business as a going concern.

face risks related to the current global economic environment which could harm our business, financial condition and results of operations.

state of the global economy continues to be uncertain.

The current global economic conditions and uncertain credit markets, concerns

regarding the availability of credit pose a risk that could impact our international relationships, as well as our ability to manage

normal commercial relationships with our customers, suppliers and creditors, including financial institutions.

Global trade issues and

the impositions of tariffs could also have an adverse effect on our international business activities.

If the current global economic

environment deteriorates, our business could be negatively affected.

may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand

our operations.

on our current business plan, we believe the net proceeds from our underwritten offering, together with our current cash and cash equivalents

and cash receipts from sales will enable us to conduct our planned operations for at least the next 12 months.

If our available cash

balances, net proceeds from the offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements

including because of lower demand for our products or due to other risks described herein, we may seek to sell common stock or preferred

stock or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt

may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing

opportunities or for other reasons, including to:

our sales and marketing efforts and address competitive developments;

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related to international expansion.

continuing effects of COVID-19.

we raise funds by issuing equity securities, dilution to our stockholders could result.

Any equity securities issued also could

provide for rights, preferences or privileges senior to those of holders of our Common Stock.

If we raise funds by issuing debt

securities, those debt securities would have rights, preferences and privileges senior to those of holders of our Common Stock.

The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our

If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant

rights or grant licenses on terms that are not favorable to us.

incur additional costs as a result of operating as a public company and our management must devote time to public company compliance.

comply with the requirements of being a public company, we need to undertake various actions, including maintaining internal controls

various ways we could raise additional capital carry potential risks.

If we raise funds by issuing equity securities, dilution to our

stockholders could result.

Any equity securities issued also could provide for rights, preferences or privileges senior to those of holders

of our common stock.

If we raise funds by issuing debt securities, those debt securities would have rights, preferences and privileges

senior to those of holders of our common stock.

The terms of debt securities issued or borrowings pursuant to a credit agreement could

impose significant restrictions on our operations.

If we raise funds through collaborations and licensing arrangements, we might be required

to relinquish significant rights or grant licenses on terms that are not favorable to us.

incur significant costs as a result of operating as a public company and our management devotes substantial time to public company compliance.

a public company, we incur significant legal, accounting and other expenses due to our compliance with regulations and disclosure obligations

applicable to us, including compliance with the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the

Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as rules implemented by the SEC,

and the OTC Markets.

Stockholder activism, the current political environment and the current high level of government intervention and

regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and

impact, in ways we cannot currently anticipate, the manner in which we operate our business.

Our management and other personnel devote

a substantial amount of time to monitoring of and compliance with, public company reporting obligations.

These rules and regulations

cause us to incur significant legal and financial compliance costs and make some activities more time consuming and costly.

comply with the requirements of being a public company, we may need to undertake various actions, including implementing internal controls

and procedures.

As a public company, we incur additional legal, accounting and other expenses due to our compliance with regulations

and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley

Act”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as rules

implemented by the SEC, and the OTC Markets.

Stockholder activism, the current political environment and the current high level

of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may

lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business.

Our management and other personnel devote a substantial amount of time monitoring and complying with public company reporting

obligations which may causes us to incur additional legal and financial compliance costs and make some activities more time consuming.

loan and security agreement with Lighthouse contains operating and financial covenants that may restrict business and financing

activities of our subsidiaries, Keeler & Co.

and Coastal Pride.

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

intellectual property.

Our loan and security agreement contains affirmative and negative covenants which restricts our wholly-owned

subsidiary, Keeler & Co.

and its subsidiary, Coastal Pride’s ability to, among other things:

of or sell its assets;

material changes in its business;

with or acquire other entities or assets;

additional indebtedness;

liens on its assets;

operating and financial restrictions and covenants in our loan and security agreement, as well as any future financing agreements

into which we may enter, may restrict the ability to finance operations and engage in, expand or otherwise pursue business activities

and strategies.

Our ability to comply with these covenants may be affected by events beyond our control, and future breaches of

any of these covenants could result in a default under our loan and security agreement.

If not waived, future defaults could cause

all of the outstanding indebtedness under our loan and security agreement to become immediately due and payable and terminate

all commitments to extend further credit.

we do not have or are unable to generate sufficient cash available to repay our debt obligations when they become due and payable,

either upon maturity or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable

terms, if at all, which may negatively impact our ability to operate and continue our business as a going concern.

face risks related to the current global economic environment which could harm our business, financial condition and results of

The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over

financial reporting.

We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure

that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported

within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities

Exchange Act of 1934 is accumulated and communicated to our principal executive and financial officers.

Any failure to develop or maintain

effective controls could harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of

prior period financial statements.

In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our

internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements,

investors may lose confidence in our operating results and the price of our common stock could decline.

In addition, if we are unable

to continue to meet these requirements, our common stock may not be able to continue to meet the eligibility requirements for the NASDAQ

Stock Market.

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over

financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following

the date we are no longer an “emerging growth company” as defined in the JOBS Act depending on whether we choose to rely

on certain exemptions set forth in the JOBS Act.

If we are unable to assert that our internal control over financial reporting is effective,

or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control

over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could harm

our business.

face risks related to the current global economic environment, which could harm our business, financial condition and results of operations.

state of the global economy continues to be uncertain.

The current global economic conditions and uncertain credit markets, concerns

regarding the availability of credit pose a risk that could impact our international relationships, as well as our ability to

manage normal commercial relationships with our customers, suppliers and creditors, including financial institutions.

issues and the impositions of tariffs could also have an adverse effect on our international business activities.

If the current

global economic environment deteriorates, our business could be negatively affected.

regarding the availability of credit pose a risk that could impact our international relationships, as well as our ability to manage

normal commercial relationships with our customers, suppliers and creditors, including financial institutions.

Global trade issues and

the impositions of tariffs could also have an adverse effect on our international business activities.

If the current global economic

environment deteriorates, our business could be negatively affected.

Related to Administrative, Organizational and Commercial Operations and Growth

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anticipate growth in our business operations.

This future growth could create a strain on our organizational, administrative and

operational infrastructure, including manufacturing operations, quality control, technical support and customer service, sales

force management and general and financial administration.

Our ability to manage our growth properly will require us to continue

to improve our operational, financial and management controls, as well as our reporting systems and procedures.

If we are unable

to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on

our business and our results of operations.

we are unable to support demand for our current and our future products, including ensuring that we have adequate resources to

meet increased demand our business could be harmed.

This future growth could create a strain on our organizational, administrative and operational

infrastructure, including manufacturing operations, quality control, technical support and customer service, sales force management and

general and financial administration.

Our ability to manage our growth properly will require us to continue to improve our operational,

financial and management controls, as well as our reporting systems and procedures.

If we are unable to manage our growth effectively,

we may be unable to execute our business plan, which could have a material adverse effect on our business and our results of operations.

we are unable to support demand for our current and our future products, including ensuring that we have adequate resources to meet increased

demand and mitigate any supply chain delays our business could be harmed.

our commercial operations and sales volume grow, we will need to continue to increase our workflow capacity for processing, customer

service, billing and general process improvements and expand our internal quality assurance program, among other things.

also need to purchase additional equipment and increase our manufacturing, maintenance, software and computing capacity to meet

increased demand.

We cannot assure you that any of these increases in scale, expansion of personnel, purchase of equipment or

process enhancements will be successfully implemented.

loss of our Executive Chairman and Chief Executive Officer or our inability to attract and retain highly skilled officers and

key personnel could negatively impact our business.

service, billing and general process improvements and expand our internal quality assurance program, and mitigate any supply chain delays

we could have with our vendors, among other things.

We may also need to purchase additional equipment and increase our manufacturing,

maintenance, software and computing capacity to meet increased demand.

We cannot assure you that any of these increases in scale, expansion

of personnel, purchase of equipment or process enhancements will be successfully implemented.

loss of our Executive Chairman and Chief Executive Officer or our inability to attract and retain highly skilled officers and key personnel

could negatively impact our business.

success depends on the skills, experience and performance of John Keeler, our Executive Chairman and Chief Executive Officer.

The individual and collective efforts of such individual will be important as we continue to develop and expand our commercial

The loss or incapacity of Mr.

Keeler could negatively impact our operations if we experience difficulties in hiring

qualified successors.

Qualified employees periodically are in great demand and may be unavailable in the time frame required to

satisfy our customers’

requirements.

The individual

and collective efforts of such individual will be important as we continue to develop and expand our commercial activities.

or incapacity of Mr.

Keeler could negatively impact our operations if we experience difficulties in hiring qualified successors.

employees periodically are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements.

Expansion of our business could require us to employ additional personnel.

be no assurance that we will be able to attract and retain sufficient numbers of skilled employees in the future.

personnel or our inability to hire or retain sufficient personnel at competitive rates could impair the growth of our business.

There can be no assurance that we will be able to attract

and retain sufficient numbers of skilled employees in the future.

The loss of personnel or our inability to hire or retain sufficient

personnel at competitive rates could impair the growth of our business.

we were sued for product liability or professional liability, we could face substantial liabilities that exceed our resources.

marketing and sale of our products could lead to the filing of product liability claims alleging that our product made users ill.

A product liability claim could result in substantial damages and be costly and time-consuming for us to defend.

maintain product liability insurance, but this insurance may not fully protect us from the financial impact of defending against

product liability claims.

Any product liability claim brought against us, with or without merit, could increase our insurance

rates or prevent us from securing insurance coverage in the future.

Additionally, any product liability lawsuit could lead to

regulatory investigations, product recalls or withdrawals, damage our reputation or cause current vendors, suppliers and customers

to terminate existing agreements and potential customers and partners to seek other suppliers, any of which could negatively impact

our results of operations.

liability claim could result in substantial damages and be costly and time-consuming for us to defend.

maintain product liability insurance, but this insurance may not fully protect us from the financial impact of defending against product

liability claims.

Any product liability claim brought against us, with or without merit, could increase our insurance rates or prevent

us from securing insurance coverage in the future.

Additionally, any product liability lawsuit could lead to regulatory investigations,

product recalls or withdrawals, damage our reputation or cause current vendors, suppliers and customers to terminate existing agreements

and potential customers and partners to seek other suppliers, any of which could negatively impact our results of operations.

face risks associated with our international business.

2 unchanged sentences

to comply with various U.S.

and international laws, including export control laws and the FCPA, and anti-money laundering

and international laws, including export control laws and the FCPA, and anti-money laundering laws;

in uncertainties relating to foreign rules and regulations;

export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to

import product;

export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import

on our ability to enter into cost-effective arrangements with distributors, or at all;

1 unchanged sentence

of limitations on production, sale or export in foreign countries;

of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint

of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

of differing labor laws and standards;

political or social instability in foreign countries and regions;

inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed

by government action;

inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by government

of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;

3 unchanged sentences

we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful.

We expect each market to have particular regulatory and funding hurdles to overcome and future developments in these markets,

including the uncertainty relating to governmental policies and regulations, could harm our business.

If we expend significant

time and resources on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.

expect each market to have particular regulatory and funding hurdles to overcome and future developments in these markets, including

the uncertainty relating to governmental policies and regulations, could harm our business.

If we expend significant time and resources

on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.

results may be impacted by changes in foreign currency exchange rates.

the majority of our international sales contracts are denominated in U.S.

We pay certain of our suppliers in a foreign

currency and we may pay others in the future in foreign currency.

We pay certain of our suppliers in a foreign currency

and we may pay others in the future in foreign currency.

As a result, an increase in the value of the U.S.

dollar relative

to foreign currencies could require us to reduce our selling price or risk making our product less competitive in international

markets or our costs could increase.

Also, if our international sales increase, we may enter into a greater number of transactions

denominated in non-U.S.

dollar relative to foreign

currencies could require us to reduce our selling price or risk making our product less competitive in international markets or our costs

could increase.

Also, if our international sales increase, we may enter into a greater number of transactions denominated in non-U.S.

dollars, which could expose us to foreign currency risks, including changes in currency exchange rates.

larger portion of our revenues may be denominated in other foreign currencies if we expand our international operations.

business in currencies other than U.S.

dollars subjects us to fluctuations in currency exchange rates that could have a negative

impact on our operating results.

Conducting business

in currencies other than U.S.

dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our

operating results.

Fluctuations in the value of the U.S.

dollar relative to other currencies impact our revenues,

cost of revenues and operating margins and result in foreign currency translation gains and losses.

could be negatively impacted by violations of applicable anti-corruption laws or violations of our internal policies designed

to ensure ethical business practices.

dollar relative to other currencies impact our revenues, cost of revenues and

operating margins and result in foreign currency translation gains and losses.

could be negatively impacted by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure

ethical business practices.

operate in a number of countries throughout the world, including in countries that do not have as strong a commitment to anti-corruption

2 unchanged sentences

We are subject to the risk that we, our U.S.

or our employees located in other jurisdictions or any third parties that we engage to do work on our behalf in foreign countries

may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business.

Any violation

of anti-corruption laws or regulations could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment

of operations in certain jurisdictions and might harm our business, financial condition or results of operations.

Further, detecting,

investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior

our employees located in other jurisdictions or any third parties that we engage to do work on our behalf in foreign countries may take

action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business.

Any violation of anti-corruption

laws or regulations could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain

jurisdictions and might harm our business, financial condition or results of operations.

Further, detecting, investigating and resolving

actual or alleged violations is expensive and can consume significant time and attention of our senior management.

depend on our information technology systems, and any failure of these systems could harm our business.

depend on information technology and telecommunications systems for significant elements of our operations.

We have developed

propriety software for the management and operation of our business.

We have installed and expect to expand a number of enterprise

software systems that affect a broad range of business processes and functional areas, including for example, systems handling

human resources, financial controls and reporting, contract management, regulatory compliance and other infrastructure operations.

technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or

network failures, malicious human acts and natural disasters.

Moreover, despite network security and back-up measures, some of

our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems.

Despite the precautionary measures we have taken to prevent unanticipated problems that could affect our information technology

and telecommunications systems, failures or significant downtime of our information technology or telecommunications systems or

those used by our third-party service providers could prevent us from providing support services and product to our customers

and managing the administrative aspects of our business.

Any disruption or loss of information technology or telecommunications

systems on which critical aspects of our operations depend could harm our business.

operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond

conduct a significant portion of our activities, including administration and data processing, at facilities located in Southern

Florida that have experienced major hurricanes and floods which could affect our facilities, significantly disrupt our operations,

and delay or prevent product shipment during the time required to repair, rebuild or replace damaged processing facilities.

suppliers in Southeast Asia are also vulnerable to natural disasters which could disrupt their operations and their ability to

supply product to us.

If any of our customers’

facilities are negatively impacted by a disaster, product shipments could

Additionally, customers may delay purchases of products until operations return to normal.

Even if we and/or our suppliers

are able to quickly respond to a disaster, the ongoing effects of the disaster could create some uncertainty in the operations

of our business.

In addition, our facilities may be subject to a shortage of available electrical power and other energy supplies.

Any shortages may increase our costs for power and energy supplies or could result in blackouts, which could disrupt the operations

of our affected facilities and harm our business.

We have developed propriety

software for the management and operation of our business.

We have installed and expect to expand a number of enterprise software systems

that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial

controls and reporting, contract management, regulatory compliance and other infrastructure operations.

technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network

failures, malicious human acts and natural disasters.

Moreover, despite network security and back-up measures, some of our servers are

potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems.

Despite the precautionary

measures we have taken to prevent unanticipated problems that could affect our information technology and telecommunications systems,

failures or significant downtime of our information technology or telecommunications systems or those used by our third-party service

providers could prevent us from providing support services and product to our customers and managing the administrative aspects of our

Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations

depend could harm our business.

operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond our

conduct a significant portion of our activities, including administration and data processing, at facilities located in Southern Florida

that have experienced major hurricanes and floods which could affect our facilities, significantly disrupt our operations, and delay

or prevent product shipment during the time required to repair, rebuild or replace damaged processing facilities.

Our suppliers in Southeast

Asia and Latin America are also vulnerable to natural disasters which could disrupt their operations and their ability to supply product

If any of our customers’ facilities are negatively impacted by a disaster, product shipments could be delayed.

Additionally,

customers may delay purchases of products until operations return to normal.

Even if we and/or our suppliers are able to quickly respond

to a disaster, the ongoing effects of the disaster could create some uncertainty in the operations of our business.

In addition, our

facilities may be subject to a shortage of available electrical power and other energy supplies.

Any shortages may increase our costs

for power and energy supplies or could result in blackouts, which could disrupt the operations of our affected facilities and harm our

Related to Intellectual Property

intellectual property rights are valuable, and any inability to adequately protect, or uncertainty regarding validity, enforceability

or scope of them could undermine our competitive position and reduce the value of our products, services and brand, and litigation

to protect our intellectual property rights may be costly.

or scope of them could undermine our competitive position and reduce the value of our products, services and brand, and litigation to

protect our intellectual property rights may be costly.

attempt to strengthen and differentiate our product portfolio by developing new and innovative products and product improvements.

As a result, our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets to

Various events outside of our control pose a threat to our intellectual property rights as well as to our products and services.

For example, effective intellectual property protection may not be available in countries in which our products are sold.

although we have registered our trademark in various jurisdictions, our efforts to protect our proprietary rights may not be sufficient

or effective.

Any significant impairment of our intellectual property rights could harm our business or our ability to compete.

Litigation might be necessary to protect our intellectual property rights and any such litigation may be costly and may divert

our management’s attention from our core business.

An adverse determination in any lawsuit involving our intellectual property

is likely to jeopardize our business prospects and reputation.

Although we are not aware of any of such litigation, we have no

insurance coverage against litigation costs, and we would be forced to bear all litigation costs if we cannot recover them from

other parties.

All foregoing factors could harm our business, financial condition, and results of operations.

Any unauthorized

use of our intellectual property could harm our operating results.

may be exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affect

our business and subject us to significant liability to third parties.

a result, our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets to us.

events outside of our control pose a threat to our intellectual property rights as well as to our products and services.

effective intellectual property protection may not be available in countries in which our products are sold.

Also, although we have registered

our trademark in various jurisdictions, our efforts to protect our proprietary rights may not be sufficient or effective.

Any significant

impairment of our intellectual property rights could harm our business or our ability to compete.

Litigation might be necessary to protect

our intellectual property rights and any such litigation may be costly and may divert our management’s attention from our core

An adverse determination in any lawsuit involving our intellectual property is likely to jeopardize our business prospects

and reputation.

Although we are not aware of any of such litigation, we have no insurance coverage against litigation costs, and we would

be forced to bear all litigation costs if we cannot recover them from other parties.

All foregoing factors could harm our business, financial

condition, and results of operations.

Any unauthorized use of our intellectual property could harm our operating results.

may be exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affect our

business and subject us to significant liability to third parties.

success mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectual

property rights of third parties.

We may be subject to litigation involving claims of patent infringement or violations of other

intellectual property rights of third parties.

Holders of patents and other intellectual property rights potentially relevant

to our product offerings may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable

There may also be technologies licensed to us and that we rely upon that are subject to infringement or other corresponding

allegations or claims by third parties which may damage our ability to rely on such technologies.

In addition, although we endeavor

to ensure that companies that work with us possess appropriate intellectual property rights or licenses, we cannot fully avoid

the risks of intellectual property rights infringement created by suppliers of components used in our products or by companies

we work with in cooperative research and development activities.

Our current or potential competitors may obtain patents that

will prevent, limit or interfere with our ability to make, use or sell our products.

The defense of intellectual property claims,

including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming, and

may significantly divert the efforts and resources of our technical personnel and management.

These factors could effectively

prevent us from pursuing some or all of our business operations and result in our customers or potential customers deferring,

canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business, financial

condition and results of operations.

commercial success will depend in part on our success in obtaining and maintaining issued patents and other intellectual property

rights in the United States and elsewhere.

If we do not adequately protect our intellectual property, competitors may be able

to use our processes and erode or negate any competitive advantage we may have, which could harm our business.

cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued

patents will include, claims with a scope sufficient to protect our products, any additional features we develop or any new products.

Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented.

though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceability

and it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products.

Competitors may also be able to design around our patents.

Other parties may develop and obtain patent protection for more effective

technologies, designs or methods.

We may not be able to prevent the unauthorized disclosure or use of our knowledge or trade secrets

by consultants, suppliers, vendors, former employees and current employees.

The laws of some foreign countries do not protect

our proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems in protecting

our proprietary rights in these countries.

If any of these developments were to occur, they each could have a negative impact

on our sales.

We may be subject to litigation involving claims of patent infringement or violations of other intellectual

property rights of third parties.

Holders of patents and other intellectual property rights potentially relevant to our product offerings

may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable terms.

There may also be technologies

licensed to us and that we rely upon that are subject to infringement or other corresponding allegations or claims by third parties which

may damage our ability to rely on such technologies.

In addition, although we endeavor to ensure that companies that work with us possess

appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created

by suppliers of components used in our products or by companies we work with in cooperative research and development activities.

current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products.

The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can

be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.

These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential

customers deferring, canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business,

financial condition and results of operations.

commercial success will depend in part on our success in obtaining and maintaining issued patents and other intellectual property rights

in the United States and elsewhere.

If we do not adequately protect our intellectual property, competitors may be able to use our processes

and erode or negate any competitive advantage we may have, which could harm our business.

cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents

will include, claims with a scope sufficient to protect our products, any additional features we develop or any new products.

if issued, may be challenged, deemed unenforceable, invalidated or circumvented.

though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceability and

it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products.

may also be able to design around our patents.

Other parties may develop and obtain patent protection for more effective technologies,

designs or methods.

We may not be able to prevent the unauthorized disclosure or use of our knowledge or trade secrets by consultants,

suppliers, vendors, former employees and current employees.

The laws of some foreign countries do not protect our proprietary rights

to the same extent as the laws of the United States, and we may encounter significant problems in protecting our proprietary rights in

these countries.

If any of these developments were to occur, they each could have a negative impact on our sales.

we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with

our employees, consultants and third parties, to protect our confidential and proprietary information.

In addition to contractual

measures, we try to protect the confidential nature of our proprietary information using physical and technological security measures.

Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized

access, provide adequate protection for our proprietary information.

Our security measures may not prevent an employee or consultant

from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not

provide an adequate remedy to protect our interests fully.

Enforcing a claim that a party illegally disclosed or misappropriated

a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable.

In addition, trade secrets may

be independently developed by others in a manner that could prevent legal recourse by us.

If any of our confidential or proprietary

information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently

developed by a competitor, our competitive position could be harmed.

rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees,

consultants and third parties, to protect our confidential and proprietary information.

In addition to contractual measures, we try to

protect the confidential nature of our proprietary information using physical and technological security measures.

Such measures may

not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate

protection for our proprietary information.

Our security measures may not prevent an employee or consultant from misappropriating our

trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to

protect our interests fully.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive

and time-consuming, and the outcome is unpredictable.

In addition, trade secrets may be independently developed by others in a manner

that could prevent legal recourse by us.

If any of our confidential or proprietary information, such as our trade secrets, were to be

disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could

may not be able to enforce our intellectual property rights throughout the world.

laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.

Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign

jurisdictions.

This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property

Many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties.

In addition, many countries limit the enforceability of patents against third parties, including government agencies or government

In these countries, patents may provide limited or no benefit.

Patent protection must ultimately be sought on a country-by-country

basis, which is an expensive and time-consuming process with uncertain outcomes.

Accordingly, we may choose not to seek patent

protection in certain countries, and we will not have the benefit of patent protection in such countries.

to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts from other aspects

of our business.

companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions.

This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights.

countries have compulsory licensing laws under which a patent owner must grant licenses to third parties.

In addition, many countries

limit the enforceability of patents against third parties, including government agencies or government contractors.

In these countries,

patents may provide limited or no benefit.

Patent protection must ultimately be sought on a country-by-country basis, which is an expensive

and time-consuming process with uncertain outcomes.

Accordingly, we may choose not to seek patent protection in certain countries, and

we will not have the benefit of patent protection in such countries.

to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts from other aspects of

our business.

Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate.

addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to

obtain adequate protection for our technology and the enforcement of intellectual property.

parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated

trade secrets.

we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work

for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise

used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other

third parties.

changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate

protection for our technology and the enforcement of intellectual property.

parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade

we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us,

we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or

disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties.

Litigation may be necessary to defend against these claims.

If we fail in defending any such claims, in addition

to paying monetary damages, we may lose valuable intellectual property rights or personnel.

Even if we are successful in defending

against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

If we fail in defending any such claims, in addition to paying monetary damages,

we may lose valuable intellectual property rights or personnel.

Even if we are successful in defending against such claims, litigation

could result in substantial costs and be a distraction to management and other employees.

Related to Regulatory Matters

products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure

to comply with applicable requirements could harm our business.

products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply

with applicable requirements could harm our business.

FDA and other government agencies regulate, among other things, with respect to our products and operations:

7 unchanged sentences

regulations to which we are subject are complex and have tended to become more stringent over time.

Regulatory changes could result

in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales.

failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions

Regulatory changes could result in

restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales.

failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such

of distribution;

2 unchanged sentences

or partial suspension of production.

may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which

could require us to make substantial capital expenditures.

We could also be required to indemnify our employees in connection

with any expenses or liabilities that they may incur individually in connection with regulatory action against them.

our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our

obligation to provide such indemnification to our employees.

of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business,

financial condition and results of operations.

liability claims could divert management’s attention from our business, be expensive to defend and result in sizeable damage

awards against us that may not be covered by insurance.

may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could

require us to make substantial capital expenditures.

We could also be required to indemnify our employees in connection with any expenses

or liabilities that they may incur individually in connection with regulatory action against them.

As a result, our future business prospects

could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification

to our employees.

of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial

condition and results of operations.

liability claims could divert management’s attention from our business, be expensive to defend and result in sizeable damage awards

against us that may not be covered by insurance.

Relating to Our Common Stock

we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or

detect fraud.

Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price

of our Common Stock.

must maintain effective internal controls to provide reliable financial reports and detect fraud.

Failure to implement changes

to our internal controls or any other factors that we identify as necessary to maintain an effective system of internal controls

could harm our operating results and cause investors to lose confidence in our business, operations or reported financial information.

Any such inability to establish effective controls or loss of confidence would have an adverse effect on our Company and

could adversely affect the trading price of our Common Stock.

Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial

We continue to develop and refine our disclosure controls and other procedures that are designed to ensure that information

required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within

the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange

Act is accumulated and communicated to our principal executive and financial officers.

Our current controls and any new controls

that we develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the

Any failure to develop or maintain effective controls could negatively impact the results of periodic management evaluations

and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control

over financial reporting that we may be required to include in our periodic reports we will file with the SEC under Section 404

of the Sarbanes-Oxley Act, harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement

of our prior period financial statements.

In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley

Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or

accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could

In addition, if we are unable to continue to meet these requirements, our Common Stock may not be able to be eligible

for quotation on the OTC Markets or meet the eligibility requirements for the NASDAQ Stock Market.

are required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore required to make

a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.

We are required to

comply with certain of these rules, which require management to certify financial and other information in our quarterly and annual

reports and provide an annual management report on the effectiveness of our internal control over financial reporting.

the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting,

we will be unable to assert that our internal control over financial reporting is effective.

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control

over financial reporting until the first annual report required to be filed with the SEC following the date, we are no longer

an “emerging growth company”

as defined in the JOBS Act depending on whether we choose to rely on certain exemptions

set forth in the JOBS Act.

If we are unable to assert that our internal control over financial reporting is effective, or if our

independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over

financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could

harm our business.

price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.

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disruptions caused by natural disasters;

of new or changed securities analysts’

reports or recommendations regarding us.

of new or changed securities analysts’ reports or recommendations regarding us.

addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance

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These broad market fluctuations may negatively impact the price or liquidity of our Common Stock.

when the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation

against the issuer.

If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending

the lawsuit and the attention of our management would be diverted from the operation of our business.

are an “emerging growth company”

and we cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make our Common Stock less attractive to investors.

are an “emerging growth company,”

as defined in the JOBS Act, and may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies,”

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not

previously approved.

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.

If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common

Stock and our stock price may be more volatile.

addition, Section 102 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying

with new or revised accounting standards.

An “emerging growth company”

can therefore delay the adoption of certain

accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of the

benefits of this extended transition period.

Our financial statements may therefore not be comparable to those of companies that

comply with such new or revised accounting standards.

may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock or

preferred stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.

our existing stockholders convert our Series A Stock or exercise Warrants or sell, or indicate an intention to sell, substantial

amounts of our Common Stock in the public market, the price of our Common Stock could decline.

The perception in the market that

these sales may occur could also cause the price of our Common Stock to decline.

the future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests

of the then current stockholders.

We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000

shares of “blank check”

preferred stock.

We may issue additional shares of our Common Stock or other securities that

are convertible into or exercisable for our Common Stock in connection with hiring or retaining employees, future acquisitions,

future sales of our securities for capital raising purposes, or for other business purposes.

The future issuance of any such additional

shares of our Common Stock may create downward pressure on the trading price of the common stock.

We may need to raise additional

capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue

additional shares, warrants or other convertible securities in the future in conjunction with the capital raising efforts, including

at a price (or exercise prices) below the price you paid for your stock.

is currently a limited market for our Common Stock and an investor may be unable to resell shares of our Common Stock at times

and prices believed appropriate.

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 and a more active market for our Common Stock may never develop.

our Common Stock is highly illiquid, and an investor may experience difficulty buying and selling shares at times and prices that

they may desire.

Trading in stocks quoted on the OTC pink sheet market is often thin and characterized by wide fluctuations in

trading prices.

Moreover, the OTC pink sheets is not a stock exchange, and trading of securities is often more sporadic than the

trading of securities listed on a quotation system like NASDAQ or a national stock exchange.

Common Stock may be deemed a “penny stock”

which may reduce the value of an investment in the stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,”

for the purposes relevant to us, as any

equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject

to certain exceptions.

In the past, when the

price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer.

If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention

of our management would be diverted from the operation of our business.

are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth

companies will make our Common Stock less attractive to investors.

are an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not “emerging growth companies,” including not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

predict if investors will find our Common Stock less attractive because we may rely on these exemptions.

If some investors find our Common

Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

addition, Section 102 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with

new or revised accounting standards.

An “emerging growth company” can therefore delay the adoption of certain accounting

standards until those standards would otherwise apply to private companies.

We have elected to take advantage of the benefits of this

extended transition period.

Our financial statements may therefore not be comparable to those of companies that comply with such new

or revised accounting standards.

may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock or preferred

stock or other securities that are convertible into or exercisable for our common stock or preferred stock.

our existing stockholders exercise warrants or sell, or indicate an intention to sell, substantial amounts of our common stock in the

public market, the price of our common stock could decline.

The perception in the market that these sales may occur could also cause

the price of our common stock to decline.

the future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of

the then current stockholders.

We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000 shares of

“blank check” preferred stock.

We may issue additional shares of our common stock or other securities that are convertible

into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities

for capital raising purposes, or for other business purposes.

The future issuance of any such additional shares of our common stock may

create downward pressure on the trading price of the common stock.

We may need to raise additional capital in the near future to meet

our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible

securities in the future in conjunction with the capital raising efforts, including at a price (or exercise prices) below the price you

paid for your stock.

our shares have been approved for listing on the NASDAQ Capital Market, we can provide no assurance that our shares will continue to

meet the listing requirements of the NASDAQ Capital Market.

If we fail to comply with these listing requirements, we will be subject

to potential delisting from the NASDAQ Capital Market.

common stock has been approved for listing on NASDAQ under the symbol “BSFC.” However, if we fail to comply with NASDAQ’s

rules for continued listing, including, without limitation, minimum market capitalization and other requirements, NASDAQ may take steps

to delist our shares.

Failure to maintain our listing, or de-listing from NASDAQ, would make it more difficult for shareholders to sell

our common stock and more difficult to obtain accurate price quotations on our common stock.

This could have an adverse effect on the

price of our common stock.

Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any

financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities

Common Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity

security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

For any transaction involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer

approve a person’s account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written

agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) that a broker or dealer approve a person’s

account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction,

setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information

and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks

are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating

the risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating

to the penny stock market, which, in highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability

determination;

and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock”

If our Common Stock is or becomes subject to the “penny stock”

rules, it may be more difficult for investors

to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are

suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the

risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability determination;

and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.

If our Common Stock

is or becomes subject to the “penny stock” rules, it may be more difficult for investors to dispose of our Common Stock and

cause a decline in the market value of our Common Stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about commissions

payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and

remedies available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing

recent price information for the penny stock held in the account and information on the limited market in penny stocks.

sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s

payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent

price information for the penny stock held in the account and information on the limited market in penny stocks.

sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s

ability to buy and sell our common stock.

has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for

believing that the investment is suitable for that customer.

Prior to recommending speculative or low-priced securities to their

non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial

status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA has indicated its

belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers.

If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend

that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our

Common Stock and could have an adverse effect on the market for and price of our Common Stock.

operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities

analysts, each of which may cause the price of our Common Stock to fluctuate or decline.

has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing

that the investment is suitable for that customer.

Prior to recommending speculative or low-priced securities to their non-institutional

customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,

investment objectives and other information.

Under interpretations of these rules, FINRA has indicated its belief that there is a high

probability that speculative or low-priced securities will not be suitable for at least some customers.

If these FINRA requirements are

applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers

buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect

on the market for and price of our common stock.

operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities analysts,

each of which may cause the price of our Common Stock to fluctuate or decline.

expect our operating results to be subject to fluctuations.

7 unchanged sentences

continuing effects of the COVID-19 pandemic.

our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our

Common Stock could decline substantially.

Furthermore, any fluctuations in our operating results may, in turn, cause the price

of our common stock to fluctuate substantially.

We believe that comparisons of our financial results from various reporting periods

are not necessarily meaningful and should not be relied upon as an indication of our future performance

principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant

influence over matters subject to stockholder approval.

our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our Common

Stock could decline substantially.

Furthermore, any fluctuations in our operating results may, in turn, cause the price of our common

stock to fluctuate substantially.

We believe that comparisons of our financial results from various reporting periods are not necessarily

meaningful and should not be relied upon as an indication of our future performance

principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant influence

over matters subject to stockholder approval.

of the date of this filing, our executive officers, directors and principal stockholders, together with their respective affiliates,

owned approximately 79% of our Common Stock, including shares subject to outstanding options that are exercisable within

60 days after such date.

Accordingly, these stockholders will be able to exert a significant degree of influence over our management

and affairs and over matters requiring stockholder approval, including the election of our board of directors and approval of

significant corporate transactions.

This concentration of ownership could have the effect of entrenching our management and/or

the board of directors, delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting

to obtain control of us, which in turn could have a material and adverse effect on the fair market value of our Common Stock.

we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we

may not be able to attract the attention of research analysts at major brokerage firms.

we did not become a reporting company by conducting an underwritten initial public offering of our Common Stock, and because we

will not be listed on a national securities exchange, securities analysts of brokerage firms may not provide coverage of our Company.

In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might

if we became a public reporting company by means of an underwritten initial public offering, because they may be less familiar

with our company as a result of more limited coverage by analysts and the media, and because we became public at an early stage

in our development.

The failure to receive research coverage or support in the market for our shares will have an adverse effect

on our ability to develop a liquid market for our Common Stock.

owned approximately 68% of our common stock, including shares subject to outstanding options that are exercisable within 60 days after

Accordingly, these stockholders will be able to exert a significant degree of influence over our management and affairs and

over matters requiring stockholder approval, including the election of our board of directors and approval of significant corporate transactions.

This concentration of ownership could have the effect of entrenching our management and/or the board of directors, delaying or preventing

a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have

a material and adverse effect on the fair market value of our common stock.

we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not

be able to attract the attention of research analysts at major brokerage firms.

we did not become a reporting company by conducting an underwritten initial public offering of our common stock, and because we will

not be listed on a national securities exchange, securities analysts of brokerage firms may not provide coverage of our Company.

investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting

company by means of an underwritten initial public offering, because they may be less familiar with our company as a result of more limited

coverage by analysts and the media, and because we became public at an early stage in our development.

The failure to receive research

coverage or support in the market for our shares will have an adverse effect on our ability to develop a liquid market for our common

the Merger was a reverse merger, certain SEC rules may be more restrictive.

risks may exist as a result of our becoming a public reporting company through a “reverse merger.”

Certain SEC rules

are more restrictive when applied to reverse merger companies, such as the ability of stockholders to re-sell their shares of

Common Stock pursuant to Rule 144.

resale of shares covered by the Company’s registration statement could adversely affect the market price of our Common Stock

in the public market, should one develop, which result would in turn negatively affect our ability to raise additional equity

sale, or availability for sale, of our Common Stock in the public market may adversely affect the prevailing market price of our

Common Stock and may impair our ability to raise additional capital by selling equity or equity-linked securities.

We have registered

with the SEC for resale an aggregate of 17,074,750 shares of Common Stock issued and/or issuable in connection with the Merger,

the Offering, the Company Settlement and the shares retained by the pre-Merger shareholders.

The Registration Statement permits

the resale of these shares at any time.

The resale of a substantial number of shares of our Common Stock in the public market

could adversely affect the market price for our Common Stock and make it more difficult for you to sell shares of our Common Stock

at times and prices that you feel are appropriate.

Furthermore, because there are a large number of shares registered pursuant

to the Registration Statement, selling stockholders will continue to offer shares covered by such Registration Statement for a

significant period of time, the precise duration of which cannot be predicted.

Accordingly, the adverse market and price pressures

resulting from an offering pursuant to the Registration Statement may continue for an extended period of time and continued negative

pressure on the market price of our Common Stock could have a material adverse effect on our ability to raise additional equity

risks may exist as a result of our becoming a public reporting company through a “reverse merger”.

Certain SEC rules are

more restrictive when applied to reverse merger companies, such as the ability of stockholders to re-sell their shares of Common Stock

pursuant to Rule 144.

Historically,

the SEC has taken the position that Rule 144 under the Securities Act is not available for the resale of securities initially issued

by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance with

the requirements of Rule 144.

The SEC has codified and expanded this position in its amendments effective on February 15, 2008, which

applies to securities acquired both before and after that date by prohibiting the use of Rule 144 for resale of securities issued by

shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company.

The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

issuer of the securities that was formerly a shell company has ceased to be a shell company;

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding

12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;

least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status

as an entity that is not a shell company.

addition, for proposed sales under Rule 144, there must be adequate current information about the issuing company publicly available

before the sale can be made.

For reporting companies, this generally means that the companies have complied with the periodic reporting

requirements of the Exchange Act.

As such, due to the fact that we were a shell company until the effective time of the reverse merger,

holders of “restricted securities” within the meaning of Rule 144 will be subject to the above conditions.

of stock to fund our operations may dilute your investment and reduce your equity interest.

may need to raise capital in the future to fund the development of our seafood business.

Any equity financing may have significant

dilutive effect to stockholders and a material decrease in our stockholders’

equity interest in us.

Equity financing, if

obtained, could result in substantial dilution to our existing stockholders.

At its sole discretion, our board of directors may

issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or,

if we do, whether it will be available to us.

of our charter documents or Delaware law could delay or prevent an acquisition of the Company, even if such an acquisition would

be beneficial to our stockholders, which could make it more difficult for you to change management.

Any equity financing may have significant dilutive

effect to stockholders and a material decrease in our stockholders’ equity interest in us.

Equity financing, if obtained, could

result in substantial dilution to our existing stockholders.

At its sole discretion, our board of directors may issue additional securities

without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available

of our charter documents or Delaware law could delay or prevent an acquisition of the Company, even if such an acquisition would be beneficial

to our stockholders, which could make it more difficult for you to change management.

in our certificate of incorporation and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control

that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their

In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our current

management by making it more difficult to replace or remove our board of directors.

addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested

stockholder, generally a person who, together with its affiliates, owns, or within the last three years has owned, 15% or more

of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder,

unless the business combination is approved in a prescribed manner.

Accordingly, Delaware law may discourage, delay or prevent

a change in control of the company.

Furthermore, our certificate of incorporation will specify that the Court of Chancery of the

State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders.

We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularly

experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other

forums and protection against the burdens of multi-forum litigation.

However, the provision may have the effect of discouraging

lawsuits against our directors and officers.

The enforceability of similar choice of forum provisions in other companies’

certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable

action brought against us, a court could find the choice of forum provisions contained in our certificate of incorporation to

be inapplicable or unenforceable in such action.

do not anticipate paying any cash dividends on our Common Stock in the foreseeable future therefore capital appreciation, if any,

of our Common Stock will be your sole source of gain for the foreseeable future.

that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares.

In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our current management by

making it more difficult to replace or remove our board of directors.

addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder,

generally a person who, together with its affiliates, owns, or within the last three years has owned, 15% or more of our voting stock,

for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business

combination is approved in a prescribed manner.

Accordingly, Delaware law may discourage, delay or prevent a change in control of the

Furthermore, our certificate of incorporation will specify that the Court of Chancery of the State of Delaware will be the sole

and exclusive forum for most legal actions involving actions brought against us by stockholders.

We believe this provision benefits us

by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate

disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens

of multi-forum litigation.

However, the provision may have the effect of discouraging lawsuits against our directors and officers.

enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal

proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum

provisions contained in our certificate of incorporation to be inapplicable or unenforceable in such action.

do not anticipate paying any cash dividends on our common stock in the foreseeable future therefore capital appreciation, if any, of

our common stock will be your sole source of gain for the foreseeable future.

have never declared or paid cash dividends on our common stock.

We do not anticipate paying any cash dividends on our Common Stock

in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and

growth of our business.

In addition, our current loan and security agreement with Lighthouse contains, and our future loan arrangements,

if any, may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our Common Stock.

a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

We do not anticipate paying any cash dividends on our Common Stock in

the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth

of our business.

In addition, our current loan and security agreement with Lighthouse contains, and our future loan arrangements, if

any, may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Related to the COVID-19 pandemic

may experience disruptions of or restrictions on our operations as a result of the COVID-19 pandemic.

current COVID-19 pandemic has adversely affected our business operations, including disruptions or restrictions on our ability

to travel or to distribute our seafood products, as well as temporary closures of our facilities.

Any such disruption or delay

may impact our sales and operating results.

In addition, COVID-19 has resulted in a widespread health crisis that could adversely

affect the economies and financial markets of many other countries, resulting in an economic downturn that could continue to affect

demand for our products and significantly impact our operating results.

the result of current restrictions put in place to address COVID-19, we have had limited access to our corporate offices and our

corporate staff has been required to work remotely, disrupting interactions among our staff, with our customers and suppliers,

and with our accountants, consultants and advisors.

The extent to which our results may continue to be affected by COVID-19 will

largely depend on future developments which cannot be accurately predicted, including the duration and scope of the pandemic,

governmental and business responses to the pandemic and the impact on the global economy, our customers’

demand for our

products, and our ability to provide our products and access our offices and facilities.

While these factors are uncertain, the

COVID-19 pandemic or the perception of its effects could continue to have a material adverse effect on our business, financial

condition, results of operations, or cash flows.

may not be entitled to forgiveness of our recently received PPP Loan, and our application for the PPP Loans could in the future

be determined to have been impermissible or could result in damage to our reputation.

March 2, 2021, we received proceeds of $371,944 from a loan under the Paycheck Protection Program of the CARES Act, a portion

or all of which may be forgiven, which we used to retain current employees, maintain payroll and make lease and utility payments.

The PPP Loan matures on March 1, 2026 and bears annual interest at a rate of 1.0%.

Commencing on the date that is the latter of

(i) the date that is the 10th month after the end of the Company’s PPP Loan covered period (as described below) and (ii)

assuming the Company has applied for PPP Loan forgiveness within the period described in clause (i), the date on which SBA remits

the loan forgiveness amount on the Company’s PPP Loan to the PPP lender (or notifies such lender that no loan forgiveness

is allowed), we are required to pay the lender equal monthly payments of principal and interest as required to fully amortize

by March 1, 2026, any principal amount outstanding on the PPP Loan as of June 2, 2022.

A portion or all of the PPP Loan may be

forgiven by the SBA upon our application and upon documentation of expenditures in accordance with the SBA requirements.

the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage

interest and covered utilities during the twenty-four-week period or, if elected by the Company, the eight-week period beginning

on the date the loan is advanced.

Not more than 40% of the forgiven amount may be for non-payroll costs.

The amount of the PPP

Loan eligible to be forgiven may be limited due to declines in headcount, whether voluntary or involuntary, or if salaries and

wages for employees with salaries of $100,000 or less annually are reduced by more than 25% as compared to the period of January

1, 2020 through March 31, 2020.

We will be required to repay any portion of the outstanding principal that is not forgiven, along

with accrued interest, in accordance with the amortization schedule described above.

There can be no assurances that we will be

eligible for loan forgiveness, that we will ultimately apply for forgiveness, or that any amount of the PPP Loan will ultimately

be forgiven by the SBA.

order to apply for the PPP Loan, we were required to certify, among other things, that the current economic uncertainty made the

PPP Loan request necessary to support our ongoing operations.

We made this certification in good faith after analyzing, among

other things, our financial situation and access to alternative forms of capital and believe that we satisfied all eligibility

criteria for the PPP Loan, and that our receipt of the PPP Loan is consistent with the broad objectives of the Paycheck Protection

Program of the CARES Act.

The certification described above does not contain any objective criteria and is subject to interpretation.

On April 23, 2020, the SBA issued guidance stating that it is unlikely that a public company with substantial market value and

access to capital markets will be able to make the required certification in good faith.

The lack of clarity regarding loan eligibility

under the Paycheck Protection Program has resulted in significant media coverage and controversy with respect to public companies

applying for and receiving loans.

If, despite our good-faith belief that given our Company’s circumstances we satisfied

all eligible requirements for the PPP Loan, we are later determined to have violated any of the laws or governmental regulations

that apply to us in connection with the PPP Loan, such as the False Claims Act, or it is otherwise determined that we were ineligible

to receive the PPP Loan, we may be subject to penalties, including significant civil, criminal and administrative penalties and

could be required to repay the PPP Loan in its entirety.

In addition, receipt of a PPP Loan may result in adverse publicity and

damage to reputation, and a review or audit by the SBA or other government entity or claims under the False Claims Act could consume

significant financial and management resources.

Any of these events could have a material adverse effect on our business, results

of operations and financial condition.

has caused significant disruptions to the global financial markets which severely impacts our ability to raise additional capital.

full impact of the COVID-19 outbreak continues to evolve as of the date of this Annual Report.

Management is actively monitoring the

situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak

on its operations or financial condition in the next 12 months.

Additionally, the continued spread of COVID-19 and uncertain market conditions

may limit the Company’s ability to access capital.

may experience delays or restrictions on our operations as a result of the COVID-19 pandemic.

current COVID-19 pandemic has adversely affected our business operations, including delays and restrictions on our ability to travel

or to distribute our seafood products, as well as temporary closures of our facilities.

Any such disruption or delay may impact our sales

and operating results.

In addition, COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and

financial markets of many other countries, resulting in an economic downturn that could continue to affect demand for our products and

significantly impact our operating results.

the result of current restrictions put in place to address COVID-19, we have had limited access to our corporate offices and our corporate

staff has been required to work remotely, disrupting interactions among our staff, with our customers and suppliers, and with our accountants,

consultants and advisors.

The extent to which our results may continue to be affected by COVID-19 will largely depend on future developments

which cannot be accurately predicted, including the duration and scope of the pandemic, governmental and business responses to the pandemic

and the impact on the global economy, our customers’ demand for our products, and our ability to provide our products and access

our offices and facilities.

While these factors are uncertain, the COVID-19 pandemic or the perception of its effects could continue

to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

UNRESOLVED STAFF COMMENTS

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this Item.

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this Item.

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 1A. Risk Factors