What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-15 · 787 added, 646 removed, 146 unchanged (91% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, as of December 31, 2020, we conducted an evaluation of our disclosure controls and procedures, as such term is defined

under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended.

Based on this evaluation,

our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed

below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed

by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to

ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act

is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

as of December 31, 2021, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)

and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended.

Based on this evaluation, our principal executive

officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of such date

to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls

are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the

Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial

officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,

or under the supervision of, our principal executive and principal financial officers and effected by our board of directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being

made only in accordance with authorizations of our management and board of directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems,

no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of

internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

management assessed the effectiveness of our internal control over financial reporting, existing as of December 31, 2020, based

on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on

conducting such assessments.

Based on that evaluation, we believe that, during the period covered by this Report, such internal

controls and procedures were not effective to detect the inappropriate application of GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely

affected our internal controls and that may be considered to be material weaknesses.

a result of the foregoing, the matters involving internal controls and procedures that our management considered to be material

weaknesses under the standards of the Public Company Accounting Oversight Board were:

Company’s lack of an audit committee with a financial expert and thus the Company lacks the board oversight role within

the financial reporting process;

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only

in accordance with authorizations of our management and board of directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

Our management assessed the

effectiveness of our internal control over financial reporting, existing as of December 31, 2021, based on the criteria for

effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such

Based on that evaluation, we believe that, during the period covered by this Report, such internal controls and

procedures were not effective to detect the inappropriate application of GAAP rules due to deficiencies that existed in the design

or operation of our internal controls over financial reporting that adversely affected our internal controls and that the following

may be considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board:

controls over the Company’s financial close and reporting process;

segregation of duties consistent with control objectives, including lack of personnel resources and technical accounting expertise

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believes that the material weaknesses that were identified did not have an effect on our financial results.

However, management

believes that these weaknesses, if not properly remediated, could result in a material misstatement in our financial statements

in future periods.

Management’s

However, management believes

that these weaknesses, if not properly remediated, could result in a material misstatement in our financial statements in future periods.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

Remediation Initiatives

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to

further initiate the following measures, subject to the availability of required resources:

plan to establish an audit committee, including an “audit committee financial expert”

as defined by applicable

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

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

accounting expertise within the accounting function;

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

principal executive officer and principal financial officer.

Until such time, our corporate controller with significant experience

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

of our financial statements.

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

order to have more effective controls over financial reporting.

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

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to rules of the SEC that exempt smaller reporting companies from this requirement.

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to further

initiate the following measures, subject to the availability of required resources:

plan to create an internal control framework that will address financial close and reporting process, among other procedures;

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

expertise within the accounting function.

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

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

SEC that exempt smaller reporting companies from this requirement.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

are the names of and certain information regarding the Company’s current executive officers and directors:

Executive Chairman and Chairman

November 8, 2018

April 12, 2021

Timothy McLellan

April 12, 2021

Trond Ringstad

April 12, 2021

are the names of and certain information regarding the Company’s current executive officers and directors:

Chairman and Chairman of the Board

Financial Officer

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

Our officers are elected

by the board of directors and serve at the discretion of the board of directors.

majority of the authorized number of directors constitutes a quorum of our board of directors for the transaction of business.

The directors must be present at the meeting to constitute a quorum.

However, any action required or permitted to be taken by

the board of directors may be taken without a meeting if all members of the board of directors individually or collectively consent

in writing to the action.

board of directors currently consists of five members.

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

its pleasure.

Our officers are elected by the

board of directors and serve at the discretion of the board of directors.

principal occupation and business experience during the past five years for our executive officer and directors is as follows:

Keeler has been Executive Chairman of the Board since the effectiveness of the Merger.

Keeler founded John Keeler &

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

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

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

Keeler oversees procurement as well as operating facilities

in the Philippines and Indonesia.

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

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

Keeler received his BS in Economics

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

and marketing in 2005.

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

of directors.

Keeler founded John Keeler & Co.,

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

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

Keeler built sales over the past

20 years to $35+ million annually through 2017.

Keeler oversees procurement as well as operating facilities in the Philippines and

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

Indonesia and Philippines crab meat processors associations.

Keeler received his BS in Economics from Rutgers University in 1995

and attended Harvard Business School executive programs in supply chain management, negotiations and marketing in 2005.

extensive experience in the industry led to the decision to appoint him to the board of directors.

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

Since 2014, Mr.

Herian has been the chief executive

officer of Monaco Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods,

Inc., an importer, exporter and distributor of premium gourmet foods from around the world.

Herian has been the chief executive officer

of Monaco Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc., an importer,

exporter and distributor of premium gourmet foods from around the world.

Since 1995, Mr.

Herian has been the

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

Herian is also the president of Lunar Enterprises, Corp.

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

public and private equity investments and real estate holdings.

Herian received his BS in Mechanical Engineering from Florida

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

Herian has been the commercial director of Casa

de Fruta Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods.

Herian is also the president

of Lunar Enterprises, Corp.

(“Lunar”), a holding company for his family’s public and private equity investments and

real estate holdings.

Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and an Executive

from the University of Miami in 2014.

Herian’s experience in the

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

Herian’s experience in the food import industry led to the decision to appoint

him to the board of directors.

Guzy has served as a director of Leatt Corp.

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

its President.

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

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

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

Corporation (OTC:

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

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

January 2020.

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

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

Loral CyberStar, and FaciliCom International.

Guzy has also started his own telecommunications company providing Internet

services in Western Africa.

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

of Pennsylvania, an M.S.

CAPC), a public

holding company, since April 2007, as an independent director and chairman of the audit committee of Purebase Corporation (OTC:

a diversified resource company, since April 2020 and as Chairman of CoJax Oil and Gas Corporation, an early stage oil and gas exploration

and production company, since May 2018, and was appointed as its chief executive officer in January 2020.

Guzy has served as an executive

manager or consultant for business development, sales, customer service, and management in the telecommunications industry, specifically,

with IBM Corp., Sprint International, Bell Atlantic Video Services, Loral CyberStar, and FaciliCom International.

Guzy has also started

his own telecommunications company providing Internet services in Western Africa.

Guzy has an MBA in Strategic Planning and Management

from The Wharton School of the University of Pennsylvania, an M.S.

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

in Electrical Engineering from Penn

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

Guzy’s extensive public company board experience

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

in Electrical Engineering from Penn State University, and a Certificate in Theology from Georgetown University.

Guzy’s extensive

public company board experience led to the decision to appoint him to the board of directors.

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

McLellan is currently managing director of Maijialin Consulting Company Ltd.

which provides international business development

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

Prior thereto from April

2009 until February 2019, Mr.

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

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

Between 2019 and

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

Prior to that, from

2009 through 2019, Mr.

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

Company, Ltd., a logistics company.

is currently managing director of Maijialin Consulting Company Ltd.

which provides international business development consulting services

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

Prior thereto from April 2009 until February 2019,

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

Ltd, which is owned by the GLP

Group, a Singapore-based logistics and industrial infrastructure provider.

Between 2019 and 2020, Mr.

McLellan served as President of Empress International, a division

of Thai Union Group).

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

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

to the board of directors.

McLellan served as a private equity

operating partner for CITIC Capital Partners (Shanghai) Ltd.

Prior to that, from 2009 through 2019, Mr.

McLellan served in various executive

capacities, including Chairman for SinotransPFS Cold Chain Logistics Company, Ltd., a logistics company.

Between 2004 and 2009, Mr.

served as President of Empress International, a division of Thai Union Group).

Between 2003 and 2004, he served in a senior manager position

with the seafood division of ConAgra Foods.

McLellan’s knowledge and background with regard to seafood operations management

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

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

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

Ringstad has been an independent consultant for AGR Partners.

Between 2003 and 2007, he served as president of Pacific

Supreme Seafoods, a global importing and wholesaling seafood company.

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

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

Ringstad graduated from

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

State University.

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

to appoint him to the board of directors.

are no family relationships between our directors or executive officer.

in Certain Legal Proceedings

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

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

or executive officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed,

suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation,

or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary

or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection

with any business entity;

the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

Section 16(a) Reports

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

than 10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership

with the SEC.

Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe

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

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

Series A Stock to a company controlled by Mr.

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

and Chief Financial Officer, but have not done so to date due to our relatively small size.

Company has no nominating, audit or compensation committees at this time.

The entire board of directors participates in the nomination

and audit oversight processes and considers executive and director compensation.

The entire board of directors is involved in

such decision-making processes.

Thus, there is a potential conflict of interest in that our directors and officers have the authority

to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

are not aware of any other conflicts of interest with any of our executive officers or directors.

Since April 2017,

Ringstad has been managing partner of American Sea, LLC, a seafood processing and sales company, and since October 2013, Mr.

has been an independent consultant for AGR Partners.

Between 2003 and 2007, he served as president of Pacific Supreme Seafoods, a global

importing and wholesaling seafood company.

Between 2001 and 2003, he served as vice president of sales and marketing for Royal Supreme

Seafoods, a Norwegian / Chinese seafood importer and sales company.

Ringstad graduated from the BI Norwegian Business School with

a Degree in International Marketing and has a BA in Business Management from Washington State University.

Ringstad’s knowledge

and background with regard to seafood operations management led to the decision to appoint him to the board of directors.

Alana has been chief financial officer of the Company since May 2021.

Alana was the corporate controller of the Company from

August 2020 to May 2021.

Prior thereto, Ms.

Alana was Global Technical Accounting Manager at Brightstar Corporation from April 2018 to

July 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018.

Alana was a Senior Accountant in Global Accounting

and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015, and an Auditor in Assurance at Pricewaterhouse

Coopers, LLP, from January 2010 to May 2013.

Alana graduated from Florida International University with a Bachelor degree in Accounting

in 2008 and a Master of Accounting in 2009.

Alana is a Certified Public Accountant.

have established three committees under the board of directors:

an audit committee, a compensation committee and a nominating and corporate

governance committee.

We have adopted a charter for each of the three committees.

Each committee’s members and functions are described

Our audit committee consists of Jeffrey Guzy, Trond Ringstad and Timothy McLellan.

Guzy is the chairman of the

audit committee.

We have determined that Messrs.

Guzy, Ringstad and McLellan each satisfy the “independence” requirements

of NASDAQ Listing Rule 5605(a)(2) and meets the independence standards under Rule 10A-3 under the Exchange Act.

We have determined that

Guzy qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting

processes and the audits of the financial statements of our company.

The audit committee is responsible for, among other things:

representing and assisting the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting

processes, the audits of the Company’s financial statements, including the integrity of the financial statements, and the independent

auditors’ qualifications and independence;

(b) overseeing the preparation of the report required by SEC rules for inclusion in

the Company’s annual proxy statement;

(d) approving in

advance all audit and permissible non-audit services to be performed by the independent auditors;

and (e) approving related person transactions.

Our compensation committee consists of Jeffrey Guzy, Trond Ringstad and Timothy McLellan.

Guzy is the chairman

of our compensation committee.

We have determined that Messrs.

Guzy, Ringstad and McLellan each are “independent,” as such

term is defined for directors and compensation committee members in the listing standards of the NASDAQ Stock Market LLC.

Additionally,

each qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as “outside

directors” for purposes of Section 162(m) of the Internal Revenue Code.

The Committee has been established to:

(a) assist the Board

in seeing that a proper system of long-term and short-term compensation is in place to provide performance oriented incentives to attract

and retain management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance

of management and the Company;

(b) assist the Board in discharging its responsibilities relating to compensation of the Company’s

executive officers;

and (d) make recommendations

to the Board with respect to incentive compensation plans and equity-based plans.

and Corporate Governance Committee.

Our nominating and corporate governance committee consists of Jeffrey Guzy, Trond Ringstad

and Timothy McLellan.

Guzy is the chairman of our nominating and corporate governance.

We have determined that each of Messrs.

Ringstad and McLellan qualify as “independent” as that term is defined by NASDAQ Listing Rule 5605(a)(2).

The Committee is

responsible for:

(a) assisting the Board in determining the desired experience, mix of skills and other qualities to provide for appropriate

Board composition, taking into account the current Board members and the specific needs of the Company and the Board;

(b) identifying

qualified individuals meeting those criteria to serve on the Board;

nominees for election by the shareholders at the Annual Meeting of Shareholders and nominees to fill vacancies and newly created directorships;

(d) reviewing candidates recommended by shareholders for election to the Board and shareholder proposals submitted for inclusion in the

Company’s proxy materials;

(e) advising the Board regarding the size and composition of the Board and its committees;

(f) proposing

to the Board directors to serve as chairpersons and members on committees of the Board;

(g) coordinating matters among committees of

(h) proposing to the Board the slate of corporate officers of the Company and reviewing the succession plans for the executive

(i) recommending to the Board and monitoring matters with respect to governance of the Company;

and (j) overseeing the Company’s

compliance program.

of Board in Risk Oversight Process

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to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations.

discusses strategic and operational risks at regular management meetings and conducts strategic planning and review sessions during

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

board of directors’

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

board of directors as a whole and its individual members.

In evaluating the suitability of individual candidates (both new candidates

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

into account many factors, including the following:

Management discusses

strategic and operational risks at regular management meetings and conducts strategic planning and review sessions during the year that

include a discussion and analysis of the risks facing us.

board of directors currently consists of five members.

As an OTC Pink Sheets company, we were not subject to listing requirements of

any national securities exchange that has requirements that a majority of the board of directors be “independent.” However,

as a NASDAQ listed company, we are required to comply with NASDAQ’s corporate governance standards applicable to director independence

upon listing.

Rule 5605 therein requires companies listed on NASDAQ to maintain a majority independent board.

In addition, the rules

of the NASDAQ Capital Market require that each member of a listed company’s audit, compensation, and corporate governance and nominating

committees be independent.

Our board of directors has determined that all of our directors except Mr.

Keeler, who serves as our Executive

Chairman and Chief Executive Officer, are “independent” within the definition of independence provided in the rules of NASDAQ

Capital Market and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

board of directors’ reviews, on an annual basis, the appropriate characteristics, skills and experience required for the board

of directors as a whole and its individual members.

In evaluating the suitability of individual candidates (both new candidates and current

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

factors, including the following:

and professional integrity;

3 unchanged sentences

business judgment.

Communications

have not yet established a process for shareholder communications.

are no family relationships between our directors or executive officers.

in Certain Legal Proceedings

are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal

conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking

industries, or a finding of securities or commodities law violations.

Section 16(a) Reports

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

10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the

Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the

fiscal year ended December 31, 2021, the Reporting Persons timely filed all such reports, except that (i) Nubar Herian, a director, failed

to timely file a Form 4 to report 5,085 shares issued as a common stock dividend on the Series A Stock and 300,000 shares of common stock

acquired upon the conversion of Series A Stock, to a company controlled by Mr.

Herian, (ii) Jeffrey Guzy, a director, failed to timely

file a Form 4 to report the purchase of 12,500 in a private offering and (iii) Silvia Alana, our Chief Financial Officer, failed to timely

report the grant of a stock option to purchase 7,013 shares of common stock at $6.00 per share.

have adopted a code of ethics that applies to our executive officers, directors and employees.

We have filed a copy of our Code of Ethics

as an exhibit to our Current Report on Form 8-K filed with the SEC on July 19, 2021.

Ethics and the charters of the committees of our board of directors may be reviewed by accessing our public filings at the SEC’s

web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

EXECUTIVE COMPENSATION

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

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

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

other executive officer receiving annual remuneration in excess of $100,000 during 2021 (each, a “Named Executive Officer”).

Compensation Table

and Principal Position

Annual Compensation

Chief Executive Officer and Executive

Chairman of the Board

Name and Principal Position

Option awards

Other Annual Compensation ($)

Executive Chairman and Chief Executive Officer

Chief Financial Officer

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

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

an option to purchase 7,013 shares of common stock at $6.00 per share granted on August 3, 2021 and represents the grant date fair

value computed in accordance with FASB ASC Topic 718.

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

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

In accordance with this plan, all eligible employees

may contribute a percentage of compensation up to a maximum of the statutory limits per year.

We intend for the 401(k) plan to

qualify, depending on the employee’s election, under Section 401(a) of the Code, so that contributions by employees, and

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

In accordance with this plan, all eligible employees may

contribute a percentage of compensation up to a maximum of the statutory limits per year.

We intend for the 401(k) plan to qualify, depending

on the employee’s election, under Section 401(a) of the Code, so that contributions by employees, and income earned on those contributions,

are not taxable to employees until withdrawn from the 401(k) plan.

Alana is party to a three-year employment agreement, dated August 3, 2020, with the Company for an annual base salary of $127,500, which

increased to $150,000 in August 2021.

The agreement also provides for the grant on the first anniversary of the agreement of a three-year

option to purchase that number of shares equal to 30% of Ms.

Alana’s then current salary at the market price of the Company’s

common stock.

The agreement also includes an employment agreement with our other executive officer.

EQUITY AWARDS AT DECEMBER 31, 2021

Equity Awards

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

Equity Incentive Plan

have adopted the 2018 Plan that provides for the grant of up to 7,500,000 shares of common stock.

Under the 2018 Plan, we are

authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options.

table below reflects all equity awards made to each Named Executive Officer that were outstanding on December 31, 2021.

Unexercisable

Equity Incentive Award Plan

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

prior to the consummation of the Merger.

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

consultants and non-employee directors through the granting of stock-based compensation awards and cash-based performance bonus awards.

the 2018 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified

stock options.

The 2018 Plan is administered by our board of directors.

In connection with the Merger, we issued options to purchase an aggregate

of 6,240,000 million shares of common stock to certain executive officers and directors (3,120,000 of which were subsequently

In connection with the Merger, we issued options to purchase

an aggregate of 6,240,000 million shares of common stock to certain executive officers and directors (3,120,000 of which were subsequently

forfeited unexercised).

7,500,000 shares of common stock are reserved for issuance under the 2018 Plan pursuant to a variety of stock-based

compensation awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted

stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards, performance awards and other stock-based

to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of

shares, any shares subject to the award at such time will be available for future grants under the 2018 Plan;

to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect

to any award under the 2018 Plan, such tendered or withheld shares will be available for future grants under the 2018 Plan;

to the extent that shares of common stock are repurchased by us prior to vesting so that shares are returned to us, such shares

will be available for future grants under the 2018 Plan;

the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares

available for issuance under the 2018 Plan;

7,500,000 shares of common stock are reserved for issuance under the 2018 Plan pursuant to a variety of stock-based compensation

awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards,

deferred stock awards, dividend equivalent awards, stock payment awards, performance awards and other stock-based awards.

to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares,

any shares subject to the award at such time will be available for future grants under the 2018 Plan;

to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any

award under the 2018 Plan, such tendered or withheld shares will be available for future grants under the 2018 Plan;

to the extent that shares of common stock are repurchased by us prior to vesting so that shares are returned to us, such shares will

be available for future grants under the 2018 Plan;

the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available

for issuance under the 2018 Plan;

to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding

awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares

available for issuance under the 2018 Plan.

awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available

for issuance under the 2018 Plan.

Administration.

The compensation committee is expected to administer the 2018 Plan unless our board of directors assumes authority for administration.

The compensation committee must consist of at least three members of our board of directors, each of whom is intended to qualify

as an “outside director,”

within the meaning of Section 162(m) of the Code, a “non-employee director”

for purposes of Rule 16b-3 under the Exchange Act and an “independent director”

within the meaning of the NASDAQ rules.

The 2018 Plan provides that the board of directors or compensation committee may delegate its authority to grant awards to employees

other than executive officers to a committee consisting of one or more members of our board of directors or one or more of our

officers, other than awards made to our non-employee directors, which must be approved by our full board of directors.

to the terms and conditions of the 2018 Plan, the administrator has the authority to select the persons to whom awards are to

be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other

determinations and to take all other actions necessary or advisable for the administration of the 2018 Plan.

The administrator

is also authorized to adopt, amend or rescind rules relating to administration of the 2018 Plan.

Our board of directors may at

any time remove the compensation committee as the administrator and revest in itself the authority to administer the 2018 Plan.

The full board of directors will administer the 2018 Plan with respect to awards to non-employee directors.

The compensation committee must consist of at least three members of our board of directors, each of whom is intended to qualify as an

“outside director,” within the meaning of Section 162(m) of the Code, a “non-employee director” for purposes

of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of the NASDAQ rules.

The 2018 Plan

provides that the board of directors or compensation committee may delegate its authority to grant awards to employees other than executive

officers to a committee consisting of one or more members of our board of directors or one or more of our officers, other than awards

made to our non-employee directors, which must be approved by our full board of directors.

to the terms and conditions of the 2018 Plan, the administrator has the authority to select the persons to whom awards are to be made,

to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations

and to take all other actions necessary or advisable for the administration of the 2018 Plan.

The administrator is also authorized to

adopt, amend or rescind rules relating to administration of the 2018 Plan.

Our board of directors may at any time remove the compensation

committee as the administrator and revest in itself the authority to administer the 2018 Plan.

The full board of directors will administer

the 2018 Plan with respect to awards to non-employee directors.

Options, SARs, restricted stock and all other stock-based and cash-based awards under the 2018 Plan may be granted to individuals

who are then our officers, employees or consultants or are the officers, employees or consultants of subsidiaries.

also may be granted to our directors.

Such awards also may

be granted to our directors.

Only employees of the Company or certain subsidiaries may be granted ISOs.

The 2018 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock awards, restricted

stock unit awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, performance awards, stock payment

awards and other stock-based and cash-based awards, or any combination thereof.

Each award will be set forth in a separate agreement

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

Stock Options (“NSOs”).

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

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

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

continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance

targets established by the administrator.

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

Stock Options (“ISOs”).

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

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

Among such restrictions, ISOs must have an exercise

price of not less than the fair market value of a share of our Common Stock on the date of grant, may only be granted to employees,

and must not be exercisable after a period of 10 years measured from the date of grant.

In the case of an ISO granted to an individual

who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2018 Plan

provides that the exercise price must be at least 110% of the fair market value of a share of our Common Stock on the date of

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

The 2018 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock awards, restricted stock unit

awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, performance awards, stock payment awards and other

stock-based and cash-based awards, or any combination thereof.

Each award will be set forth in a separate agreement with the person receiving

the award and will indicate the type, terms and conditions of the award.

Stock Options (“NSOs”).

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

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

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

or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established

by the administrator.

NSOs may be granted for any term specified by the administrator that does not exceed 10 years.

Stock Options (“ISOs”).

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

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

Among such restrictions, ISOs must have an exercise price of

not less than the fair market value of a share of our Common Stock on the date of grant, may only be granted to employees, and must not

be exercisable after a period of 10 years measured from the date of grant.

In the case of an ISO granted to an individual who owns (or

is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2018 Plan provides that the

exercise price must be at least 110% of the fair market value of a share of our Common Stock on the date of grant and the ISO must not

be exercisable after a period of five years measured from the date of grant.

Stock Awards.

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

be determined by the administrator.

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

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

In general, restricted stock may not be

sold or otherwise transferred until restrictions are removed or expire.

Purchasers of restricted stock, unlike recipients of options,

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

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

Stock Unit Awards (“RSU”).

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

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

established by the administrator.

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

until vesting conditions are removed or expire.

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

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

rights prior to the time when vesting conditions are satisfied.

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

by the administrator.

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

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

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

until restrictions are removed or expire.

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

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

however, extraordinary dividends will generally

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

Stock Unit Awards (“RSU”).

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

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

the administrator.

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

conditions are removed or expire.

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

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

when vesting conditions are satisfied.

Stock Awards.

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

Deferred stock

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

Deferred stock will not be issued until the deferred stock

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

vesting conditions are satisfied and the shares are issued.

Deferred stock awards generally will be forfeited, and the underlying

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

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

schedule or performance criteria set by the administrator.

The common stock underlying deferred stock units will not be issued

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

to the time when vesting conditions are satisfied.

Appreciation Rights (“SARs”).

Deferred stock may not

be sold or otherwise hypothecated or transferred until issued.

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

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

and the shares are issued.

Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be

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

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

or performance criteria set by the administrator.

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

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

are satisfied.

Appreciation Rights (“SARs”).

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

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

in the price of our Common Stock over a set exercise price.

The exercise price of any SAR granted under the 2018 Plan must be

at least 100% of the fair market value of a share of our Common Stock on the date of grant.

Except as required by Section 162(m)

of the Code with respect to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the

Code, there are no restrictions specified in the 2018 Plan on the exercise of SARs or the amount of gain realizable therefrom,

although restrictions may be imposed by the administrator in the SAR agreements.

SARs under the 2018 Plan will be settled in cash

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

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

price of our Common Stock over a set exercise price.

The exercise price of any SAR granted under the 2018 Plan must be at least 100%

of the fair market value of a share of our Common Stock on the date of grant.

Except as required by Section 162(m) of the Code with respect

to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the Code, there are no restrictions

specified in the 2018 Plan on the exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by

the administrator in the SAR agreements.

SARs under the 2018 Plan will be settled in cash or shares of common stock, or in a combination

of both, at the election of the administrator.

Equivalent Awards.

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

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

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

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

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

reference to the number of shares covered by the award.

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

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

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

Generally, these awards will

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

awards may include “phantom”

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

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

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

Generally, these awards will be based

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

Performance awards may include

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

Performance awards may also include

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

in a combination of both.

Payment Awards.

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

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

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

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

consummation of such transaction, awards issued under the 2018 Plan will be subject to accelerated vesting such that 100% of such

awards will become vested and exercisable or payable, as applicable.

Performance awards will vest in accordance with the terms

and conditions of the applicable award agreement.

In the event that, within the 12 month period immediately following a change

in control, a participant’s services with us are terminated by us other than for cause (as defined in the 2018 Plan) or

by such participant for good reason (as defined in the 2018 Plan), then the vesting and, if applicable, exercisability of 100%

of the then-unvested shares subject to the outstanding equity awards held by such participant under the 2018 Plan will accelerate

effective as of the date of such termination.

The administrator may also make appropriate adjustments to awards under the 2018

Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution or conversion of such

awards in the event of a change in control or certain other unusual or nonrecurring events or transactions.

Under the 2018 Plan,

a change in control is generally defined as:

the transfer or exchange in a single transaction or series of related transactions by our stockholders of more than 50% of our

voting stock to a person or group;

a change in the composition of our board of directors over a two-year period such that the members of the board of directors who

were approved by at least two-thirds of the directors who were directors at the beginning of the two-year period or whose election

or nomination was so approved cease to constitute a majority of the board of directors;

a merger, consolidation, reorganization or business combination in which we are involved, directly or indirectly, other than a

merger, consolidation, reorganization or business combination that results in our outstanding voting securities immediately before

the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities

and after which no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entity

immediately after the transaction;

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

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

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

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

of such transaction, awards issued under the 2018 Plan will be subject to accelerated vesting such that 100% of such awards will become

vested and exercisable or payable, as applicable.

Performance awards will vest in accordance with the terms and conditions of the applicable

award agreement.

In the event that, within the 12 month period immediately following a change in control, a participant’s services

with us are terminated by us other than for cause (as defined in the 2018 Plan) or by such participant for good reason (as defined in

the 2018 Plan), then the vesting and, if applicable, exercisability of 100% of the then-unvested shares subject to the outstanding equity

awards held by such participant under the 2018 Plan will accelerate effective as of the date of such termination.

The administrator may

also make appropriate adjustments to awards under the 2018 Plan and is authorized to provide for the acceleration, cash-out, termination,

assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events

or transactions.

Under the 2018 Plan, a change in control is generally defined as:

the transfer or exchange in a single transaction or series of related transactions by our stockholders of more than 50% of our voting

stock to a person or group;

a change in the composition of our board of directors over a two-year period such that the members of the board of directors who were

approved by at least two-thirds of the directors who were directors at the beginning of the two-year period or whose election or nomination

was so approved cease to constitute a majority of the board of directors;

a merger, consolidation, reorganization or business combination in which we are involved, directly or indirectly, other than a merger,

consolidation, reorganization or business combination that results in our outstanding voting securities immediately before the transaction

continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities and after which

no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entity immediately after the transaction;

stockholder approval of our liquidation or dissolution.

In the event of any stock dividend, stock split, spin-off, recapitalization, distribution of our assets to stockholders

(other than normal cash dividends) or any other corporate event affecting the number of outstanding shares of our Common Stock

or the share price of our Common Stock other than an “equity restructuring”

(as defined below), the administrator

may make appropriate, proportionate adjustments to reflect the event giving rise to the need for such adjustments, with respect

(other than normal cash dividends) or any other corporate event affecting the number of outstanding shares of our Common Stock or the

share price of our Common Stock other than an “equity restructuring” (as defined below), the administrator may make appropriate,

proportionate adjustments to reflect the event giving rise to the need for such adjustments, with respect to:

the aggregate number and type of shares subject to the 2018 Plan;

the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without

limitation, any applicable performance targets or criteria with respect to such awards);

the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation,

any applicable performance targets or criteria with respect to such awards);

the grant or exercise price per share of any outstanding awards under the 2018 Plan.

the event of one of the adjustments described above or other corporate transactions, in order to prevent dilution or enlargement

of the potential benefits intended to be made available under the 2018 Plan, the administrator has the discretion to make such

equitable adjustments and may also:

the event of one of the adjustments described above or other corporate transactions, in order to prevent dilution or enlargement of the

potential benefits intended to be made available under the 2018 Plan, the administrator has the discretion to make such equitable adjustments

and may also:

provide for the termination or replacement of an award in exchange for cash or other property;

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provide that an award under the 2018 Plan cannot vest, be exercised or become payable after such event.

the event of an equity restructuring, the administrator will make appropriate, proportionate adjustments to the number and type

of securities subject to each outstanding award and the exercise price or grant price thereof, if applicable.

In addition, the

administrator will make equitable adjustments, as the administrator in its discretion may deem appropriate to reflect such equity

restructuring, with respect to the aggregate number and type of shares subject to the 2018 Plan.

The adjustments upon an equity

restructuring are nondiscretionary and will be final and binding on the affected holders and the Company.

purposes of the 2018 Plan, “equity restructuring”

means a nonreciprocal transaction between us and our stockholders,

such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend,

that affects the number or kind of shares (or other securities) or the share price of our Common Stock (or other securities) and

causes a change in the per share value of the common stock underlying outstanding stock-based awards granted under the 2018 Plan.

In the event of a stock split in connection with an offering, the administrator will proportionately adjust (i) the number of

shares subject to any outstanding award under the 2018 Plan, (ii) the exercise or grant price of any such awards, if applicable,

and (iii) the aggregate number of shares subject to the 2018 Plan.

the event of an equity restructuring, the administrator will make appropriate, proportionate adjustments to the number and type of securities

subject to each outstanding award and the exercise price or grant price thereof, if applicable.

In addition, the administrator will make

equitable adjustments, as the administrator in its discretion may deem appropriate to reflect such equity restructuring, with respect

to the aggregate number and type of shares subject to the 2018 Plan.

The adjustments upon an equity restructuring are nondiscretionary

and will be final and binding on the affected holders and the Company.

purposes of the 2018 Plan, “equity restructuring” means a nonreciprocal transaction between us and our stockholders, such

as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects

the number or kind of shares (or other securities) or the share price of our Common Stock (or other securities) and causes a change in

the per share value of the common stock underlying outstanding stock-based awards granted under the 2018 Plan.

In the event of a stock

split in connection with an offering, the administrator will proportionately adjust (i) the number of shares subject to any outstanding

award under the 2018 Plan, (ii) the exercise or grant price of any such awards, if applicable, and (iii) the aggregate number of shares

subject to the 2018 Plan.

and Termination .

Our board of directors or the compensation committee (with board approval) may terminate, amend or modify

the 2018 Plan at any time and from time to time.

Our board of directors or the compensation committee (with board approval) may terminate, amend or modify the 2018

Plan at any time and from time to time.

However, we must generally obtain stockholder approval:

1 unchanged sentence

reduce the price per share of any outstanding option or SAR granted under the 2018 Plan;

cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market

value of the underlying shares;

cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of

the underlying shares;

to the extent required by applicable law, rule or regulation (including any NASDAQ rule).

Our board of directors may terminate the 2018 Plan at any time.

No ISOs may be granted pursuant to the 2018 Plan after the

10th anniversary of the effective date of the 2018 Plan, and no additional annual share increases to the 2018 Plan’s aggregate

share limit will occur from and after such anniversary.

Any award that is outstanding on the termination date of the 2018 Plan

will remain in force according to the terms of the 2018 Plan and the applicable award agreement.

do not currently have employment agreements with our officers.

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

No ISOs may be granted pursuant to the 2018 Plan after the 10th anniversary

of the effective date of the 2018 Plan, and no additional annual share increases to the 2018 Plan’s aggregate share limit will

occur from and after such anniversary.

Any award that is outstanding on the termination date of the 2018 Plan will remain in force according

to the terms of the 2018 Plan and the applicable award agreement.

do not currently have employment agreements with our officers, other than with Silvia Alana, our Chief Financial Officer.

party to a three-year employment agreement, dated August 3, 2020, with the Company for an annual base salary of $127,500, which increased

to $150,000 in August 2021.

The agreement provides for the grant on the first anniversary of the agreement of a three-year option to

purchase that number of shares equal to 30% of Ms.

Alana’s then current salary at the market price of the Company’s common

The agreement also includes a non-competition provision for 12 months following employment with the Company.

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

Guzy, Timothy McLellan and Trond Ringstad as directors, effective

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

with each of Messrs.

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

Keeler which automatically renew for successive one-year terms.

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

year’s service.

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

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

On April 12, 2021,

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

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

they are fully vested.

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

on any committees of the Board.

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

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

will be forfeited.

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

years from the date they are fully vested.

Guzy, Timothy McLellan and Trond Ringstad as directors, effective April

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

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

renew for successive one-year terms.

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

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

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

On April 12, 2021, the Company granted each director

an option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, which option vests in equal monthly installments

over the course of the applicable year and will expire three years from the date they are fully vested.

Each Director may also receive

additional issuances of common stock, on an annual basis, for his services on any committees of the Board.

In addition, each Director

will be reimbursed for all pre-approved out-of-pocket expenses.

In the event the Director ceases to be a member of the Board prior to

the end of any year of service, all unvested stock options will be forfeited.

The stock options granted to the directors shall be exercisable

only on a cash basis and will expire three years from the date they are fully vested.

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

Ownership of Certain Beneficial Owners and Management

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

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

following table sets forth information relating to the beneficial ownership of our common stock as of March 31, 2022, by:

of our directors;

Named Executive Officer;

Named Executive Officers;

current directors and executive officers as a group.

number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the

rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power

as well as any shares that the individual has the right to acquire within 60 days through the exercise of any stock option, warrants

or other rights.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table

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

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

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

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

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

Unless otherwise indicated below, the address for each beneficial owner listed in the table is c/o Blue Star Foods

Corp., 3000 NW 109th Avenue, Miami, Florida 33172.

and Address of Beneficial Owner

are no persons or group of affiliated persons known to us to beneficially own more than 5% of our outstanding common stock as of March

number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules

of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial

ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that

the individual has the right to acquire within 60 days through the exercise of any stock option, warrants or other rights.

otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment

power with respect to all shares of common stock held by such person.

percentage of shares beneficially owned is computed on the basis of 24,963,411 shares of common stock outstanding as of March 31, 2022.

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

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

other person, except with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated

below, the address for each beneficial owner listed in the table is c/o Blue Star Foods Corp., 3000 NW 109th Avenue, Miami, Florida 33172.

Name and Address of Beneficial Owner

of Beneficial

5% or Greater Stockholders

Kenar Overseas Corp.

Named Executive Officers

and Directors

Named Executive Officers and Directors

15,035,992 (1)

1 unchanged sentence

Trond Ringstad

All current directors and executive

officers as a group (5 persons)

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

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

Keeler may not sell more than one-third

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

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

obligations under the Kenar Note.

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

All current directors and executive officers as a group (5 persons)

15,010,992 of such shares are held with Mr.

Keeler’s wife as tenants

in the entirety, 15,000,000 of which shares are subject to the terms of a Lock-Up Agreement, pursuant to which Mr.

Keeler may not sell

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

Includes 25,000 shares underlying a stock option which are

exercisable within 60 days.

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

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

Herian has sole voting

and dispositive power, and (iv) 25,000 shares underlying a stock option which are exercisable within 60 days.

25,000 shares underlying a stock option which are exercisable within 60 days.

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

Change-in-Control

2 unchanged sentences

following is a description of transactions since January 1, 2020 to which we have been a party, in which the amount involved exceeded

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

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

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

Chief Executive Officer, Executive Chairman and a director.

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

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

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

Executive Officer, Executive Chairman and a director.

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

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

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

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

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

to a third party designated by Mr.

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

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

On December 30, 2020, we entered

into a debt repayment agreement with Mr.

Keeler pursuant to which we issued 796,650 shares of common stock to a third party designated

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

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

The Company remains indebted to Mr.

Keeler under the

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

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

from the Philippines.

Keeler, our Chief Executive Officer, Executive Chairman and director, owns 95% of Bicol, a Philippine company, and an indirect

supplier of crab meat via Bacolod to the Company.

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

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

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

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

crab meat in the United Kingdom in 2019.

All interest due on the notes had

previously been paid on a monthly basis.

As of December 31, 2021, the Company remains indebted to Mr.

Keeler under the remaining promissory

notes in the aggregate principal amount of $960,000.

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

Keeler, our Chief Executive Officer, Executive Chairman and director, owns 95% of Bicol, a Philippine company, and an indirect supplier

of crab meat via Bacolod to the Company.

Company’s transactions with Bacolod were $0 and $1,280,589 for the years ended December 31, 2021 and 2020, respectively.

were no transactions between the Company and Bicol for the years ended December 31, 2021 and 2020.

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

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

in the United Kingdom in 2019.

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

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

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

On December 31, 2020, this facility was

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

In connection with the sale, the Company will retain

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

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

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

On December 31, 2020, this facility was sold to an

unrelated third-party purchaser and the lease was terminated.

In connection with the sale, the Company retained approximately 4,756 square

feet of such space, rent-free, for 12 months.

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

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

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

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

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

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

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

to Lighthouse in connection with its revolving credit facility.

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

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

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

things, reduce the number of pledged shares by Mr.

Keeler to 4,000,000.

There was $1,299,984

due as of December 31, 2021 for future shipments from Bacolod.

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

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

On March 31, 2021, John Keeler,

Executive Chairman and Chief Executive Officer, provided a personal guaranty of up to $1,000,000 to Lighthouse in connection with its

revolving credit facility.

Keeler, pledged 5,000,000 shares of common stock to secure the Company’s obligations under the $1,000,000 Kenar Note issued on

March 26, 2019.

On May 21, 2020, the Kenar Note was amended to, among other things, reduce the number of pledged shares by Mr.

to 4,000,000.

The Kenar Note was paid off and the pledged shares released as of July 6, 2021.

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

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

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

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

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

On March 29, 2019, March

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

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

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

January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, we issued160 shares, 160 shares, 448 shares,144

shares and 136 shares, respectively, of common stock to a company owned by the stepmother of John Keeler, our Executive Chairman, as

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

June 30, 2021, all 16 shares of such Series A Stock were converted into 8,000 shares of common stock.

On November 2, 2021 and November

3, 2021, we issued an aggregate of 4,000 shares of common stock to a company owned by the stepmother of John Keeler, our Executive

Chairman, upon the exercise of warrants for total proceeds of $9,600.

January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, we issued 6,000 shares, 6,000 shares, 16,798

shares, 5,405 shares and 5,085 shares of common stock, respectively to Lunar, as a quarterly dividend which accrues on the Series A Stock

acquired in the Offering.

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

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

Release Agreement pursuant to which Mr.

Constable resigned as Chief Financial Officer, Secretary, Treasurer and a director of

The Agreement contained mutual general releases, a two-year confidentiality provision and provides for Mr.

Constable’s

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

June 30, 2021, all 600 shares of such Series A Stock were converted into 300,000 shares of common stock.

On November 5, 2021, a total

of 150,000 shares were issued upon the exercise of warrants for total proceeds of $360,000.

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

Agreement pursuant to which Mr.

Constable resigned as Chief Financial Officer, Secretary, Treasurer and a director of the Company.

Agreement contained mutual general releases, a two-year confidentiality provision and provides for Mr.

Constable’s outstanding

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

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

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

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

Our board of directors currently has five

members, Jeffrey J.

April 15, 2021, the Company issued stock options to purchase 100,000 shares of common stock at an exercise price of $2.00 per share to

each of the Company’s five directors.

June 30, 2021, MO7 Boats LLC, invested $275,000 in a private offering and was issued 137,500 shares of common stock and a warrant to

purchase 137,500 shares of common stock.

Marcos Herian, managing member of President of MO7 Boats LLC, is the brother of Nubar Herian,

a director of our Company.

June 30, 2021, Promarine Boats LLC, invested $250,000 in a private offering and was issued 125,000 shares of common stock and a warrant

to purchase 137,500 shares of common stock.

Marcos Herian, managing member of Promarine Boats LLC, is the brother of Nubar Herian, a

director of our Company.

June 30, 2021, R&N Ocean Inc., invested $250,000 in a private offering and was issued 125,000 shares of common stock and a warrant

to purchase 137,500 shares of common stock.

Marcos Herian, President of Kenar, is the brother of Nubar Herian, a director of our Company.

August 3, 2021, the Company issued a stock option to purchase an aggregate of 7,013 shares of common stock at an exercise price of $6.00

per share to Silvia Alana, its chief financial officer.

December 31, 2021, the Company issued 10,992 shares of common stock to Nubar Herian for serving as a director of the Company.

December 31, 2021, the Company issued 15,107 shares of common stock to Timothy McLellan for serving as a director of the Company.

December 31, 2021, the Company issued 10,992 shares of common stock to John Keeler for serving as a director of the Company.

December 31, 2021, the Company issued 15,107 shares of common stock to Trond Ringstad for serving as a director of the Company.

December 31, 2021, the Company issued 19,909 shares of common stock to Jeffrey Guzy for serving as a director of the Company.

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

that a majority of the board of directors be “independent.” Our board of directors currently has five members, Jeffrey J.

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

We believe that all of our directors

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

within the definition

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

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

We believe that all of our directors except Mr.

Keeler who serves

as our Executive Chairman, are “independent” within the definition of independence provided in the Marketplace Rules of the

NASDAQ Stock Market and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

December 31, 2020 and 2019 are set forth below:

Ended December 31,

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

31, 2021 and 2020 are set forth below:

Year ended December 31,

Audit fees (1)

Audit-related fees (2)

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

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

provided in connection with statutory or regulatory filings or engagements.

All other fees (4)

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

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

with statutory or regulatory filings or engagements.

Audit-related

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

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

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

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

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

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

Committee’s Pre-Approval Practice

to our engagement of our independent auditor, such engagement was approved by our board of directors.

The services provided under

this engagement may include audit services, audit-related services, tax services and other services.

Pre-approval is generally

provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally

subject to a specific budget.

Pursuant our requirements, the independent auditors and management are required to report to our

board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with

this pre-approval, and the fees for the services performed to date.

Our board of directors may also pre-approve particular services

on a case-by-case basis.

All audit-related fees, tax fees and other fees incurred by us were approved by our board of directors.

The services provided under this

engagement may include audit services, audit-related services, tax services and other services.

Pre-approval is generally provided for

up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific

Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least

quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for

the services performed to date.

Our board of directors may also pre-approve particular services on a case-by-case basis.

All audit-related

fees, tax fees and other fees incurred by us were approved by our board of directors.

of Audit and Permissible Non-Audit Services

have not yet established an audit committee.

Until then, there are no formal pre-approval policies and procedures.

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

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

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

Company’s Audit Committee approves our audit and non-audit services.

The auditors engaged for these services are required to provide

and uphold estimates for the cost of services to be rendered.

The percentage of hours expended on Malone Bailey’s engagement to

audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal

accountant’s full-time, permanent employees was 0%.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

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

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

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

with the SEC on May 17, 2018)

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

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

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

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

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

of Securities

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

Agreement, dated November 2, 2021 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2021)

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

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

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

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

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

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

on November 8, 2018)

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

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

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

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

SEC on May 17, 2018)

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

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

filed with the SEC on November 9, 2018)

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

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

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

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

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

with the SEC on November 8, 2018)

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

of Promissory Note with TOBC (incorporated by reference to 4.1 to the Company’s Current Report on Form 8-K filed with the SEC

on June 30, 2021)

of Securities (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April

of Underwriters Warrant, issued November 5, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K filed with the SEC on November 8, 2021)

Senior Secured Convertible Promissory Note, dated January 24, 2022, issued to Lind Global Fund II LP (incorporated by reference to

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

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

the SEC on November 8, 2018)

of Amendment to Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K

filed with the SEC on November 8, 2018)

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

of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2018)

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

November 8, 2018)

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

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

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

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

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

SEC on November 8, 2018)

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

the SEC on November 8, 2018)

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

and Security Agreement filed with the SEC on August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.10

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and John Keeler Real Estate Holdings, Inc.

(incorporated by reference

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

(incorporated by reference to Exhibit

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

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

(incorporated

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

(incorporated by reference

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

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

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

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

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

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

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

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

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

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

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

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

in favor of John Keeler (incorporated by reference to Exhibit

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

in favor of John Keeler (incorporated by reference to Exhibit 10.23 to

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Promissory Note, dated January 1, 2021, issued to Lobo Holdings, LLLP (incorporated by reference to Exhibit 10.26 to the Company’s

Annual Report on Form 10-K filed with the SEC on April 15, 2021)

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

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

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

Tracy Lubkin Greco and John C.

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

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

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

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

Lubkin III, Tracy Lubkin Greco

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

on December 2, 2019)

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

to Walter Lubkin,

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

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

(incorporated by reference

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

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

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

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

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

(incorporated by reference to Exhibit

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

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

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

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

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

and Coastal Pride Seafood, LLC (incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K

filed with the SEC on December 2, 2019)

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

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

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

(incorporated by reference to Exhibit 10.36

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

(incorporated by reference to Exhibit 10.36 to the

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

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

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

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

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

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

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

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

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

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

and John Keeler Real Estate Holdings, Inc.

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

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

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

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

(incorporated

by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

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

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

Banking Agreement, dated July 1, 2020, between the Company and Newbridge Securities Corporation(incorporated by reference to Exhibit

10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

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

by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

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

1 unchanged sentence

Financial Corp.

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

the SEC on April 6, 2021)

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

on April 6, 2021)

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

and Coastal Pride

Seafood, LLC to Lighthouse Financial Corp.

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

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

and Coastal Pride Seafood,

LLC to Lighthouse Financial Corp.

(incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 10-K

filed with the SEC on April 6, 2021)

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

1 unchanged sentence

(incorporated by reference

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

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

filed with the SEC on March 31, 2021

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

SEC on May 29, 2020)

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

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

with the SEC on March 31, 2021

Purchase Agreement, dated April 27, 2021, by and among the Company, Taste of BC Aquafarms Inc., and Steve Atkinson and Janet Atkinson

(incorporated by reference to Exhibit 10.44 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2021)

Loan Amendment, dated April 28, 2021 between the Company and Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.45 to

the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2021)

of Subscription Agreement for common stock offering (incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed with the SEC on June 23, 2021)

of common stock Purchase Warrant at $2.00 per share (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K filed with the SEC on June 23, 2021)

of Promissory Note with Taste of BC Aquafarms, Inc.

Sellers (incorporated by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K filed with the SEC on June 30, 2021)

Amendment to Stock Purchase Agreement, dated June 24, 2021, by and among, the Company, Taste of BC Aquafarms, Inc, Steven Atkinson

and Janet Atkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC

on June 30, 2021)

of Confidentiality, Non-Competition and Non-Solicitation Agreement, dated June 24, 2021(incorporated by reference to Exhibit 10.2

to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

Promissory Note, dated July 1, 2021, issued to Lobo Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on July 7, 2021)

Payoff Indemnity Agreement, dated July 6, 2021 between the Company and Kenar Overseas Corp.

(incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021)

At Will Agreement, dated August 3, 2020, between the Company and Silvia Alana (incorporated by reference to Exhibit 10.53 to the

Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Banking Engagement Agreement, dated July 8, 2021, between the Company and Newbridge Securities Corporation (incorporated by reference

to Exhibit 10.54 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Agreement, dated July 8, 2021, between the Company and MEC Consulting, Inc.

(incorporated by reference to Exhibit 10.55 to the Company’s

Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

of Warrant issuable to Newbridge Securities Corporation (incorporated by reference to Exhibit 10.56 to the Company’s Registration

Statement on Form S-1/A filed with the SEC on October 25, 2021)

Purchase Agreement, dated January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit

10.57 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

dated January 24, 2022, issued by the Company to Lind Global Fund II LP (incorporated by reference to Exhibit 10.58 to the Company’s

Current Report on Form 8-K filed with the SEC on January 28, 2022)

Agreement, dated as of January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.59

to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Pledge Agreement, dated as of January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit

10.60 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

of Warrant, dated November 5, 2021 issued to Newbridge Securities Corporation (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on November 8, 2021)

Purchase Agreement, dated February 3, 2022, between Coastal Pride Seafood, LLC, Gault Seafood, LLC and Robert J.

Gault II (incorporated

by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Agreement, dated February 3, 2022 between Coastal Pride Seafood, LLC and Robert J.

Gault (incorporated by reference to Exhibit 10.62

to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Agreement, dated February 3, 2022 for Robert J.

Gault (incorporated by reference to Exhibit 10.63 to the Company’s Current

Report on Form 8-K filed with the SEC on February 9, 2022)

Fingerling Supply Agreement, dated December 3, 2021, between Taste of BC Aquafarms Inc.

and West Coast Fishculture (Lois Lake) Ltd.

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

May 29, 2020)

Certification

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

of the Sarbanes-Oxley Act of 2002

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

Sarbanes-Oxley Act of 2002

Certification

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

to Section 302 of the Sarbanes-Oxley Act of 2002

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

302 of the Sarbanes-Oxley Act of 2002

Certification

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

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

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

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

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FORM 10–K SUMMARY

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

this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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FORM 10–K SUMMARY

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

Report to be signed on its behalf by the undersigned, thereunto duly authorized.

STAR FOODS CORP.

April 15, 2021

March 31, 2022

Executive Officer and Executive Chairman

Executive Officer)

April 15, 2021

Financial Officer, Secretary, Treasurer

March 31, 2022

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer, Executive Chairman and Director

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures