What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-04-17 compared with 2022-03-31 · 1083 added, 927 removed, 400 unchanged (83% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Blue Star Foods Corp.

Index to Audited

Financial Statements

Star Foods Corp.

to Audited Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

5 unchanged sentences

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Blue Star Foods Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Blue Star Foods Corp.

and its subsidiaries (collectively, the “Company”) as of December 31, 2021 and 2020,

and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash

flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and

2020, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company

has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

the Shareholders and Board of Directors of

Star Foods Corp.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Blue Star Foods Corp.

and its subsidiaries (collectively, the “Company”)

as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey,

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor since

Houston, Texas

March 31, 2022

Star Foods Corp.

BALANCE SHEETS

have served as the Company’s auditor since 2014.

Blue Star Foods Corp.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022

2 unchanged sentences

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Inventory, net

Advances to related party

Advances to related parties

Other current assets

7 unchanged sentences

Total Intangible Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

ADVANCES TO RELATED PARTY

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

2 unchanged sentences

Deferred income

Current maturities of long-term debt, net of discounts

Current maturities of lease liabilities

Current maturities of related party long-term notes

Related party notes payable

Related party notes payable - subordinated

2 unchanged sentences

LONG-TERM LIABILITIES

Long-term lease liability

Long-term debt

Related party long-term notes

Lease liability, net of current portion

Debt, net of current portion and discounts

Related party notes, net of current portion

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY

Series A 8 % cumulative convertible preferred stock, $ 0.0001 par value;

7 unchanged sentences

( 16,144,151 )

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY

( 1,245,723 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these consolidated financial statements

Star Foods Corp.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

ENDED DECEMBER 31,

The accompanying notes are an integral part of these audited consolidated financial statements

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Year Ended December 31

COST OF REVENUE

GROSS (LOSS) PROFIT

SALARIES AND WAGES

5 unchanged sentences

( 2,783,641 )

FORBEARANCE FEE EXPENSE (NON-CASH)

( 2,655,292 )

LOSS ON CONVERSION OF DEBT

INTEREST EXPENSE

1 unchanged sentence

( 13,194,969 )

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP.

( 2,605,374 )

$ ( 4,445,011 )

DIVIDEND ON PREFERRED STOCK

NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP.

COMMON STOCKHOLDERS

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ ( 13,194,969 )

2 unchanged sentences

CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT

TRANSLATION ADJUSTMENT ATTRIBUTABLE TO NON-CONTROLLING INTEREST

COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE LOSS

COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP.

4 unchanged sentences

Weighted average common shares outstanding - basic and diluted

accompanying notes are an integral part of these consolidated financial statements

Star Foods Corp.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

ENDED DECEMBER 31, 2021

A Preferred Stock $.0001 par value

Stock $.0001 par value

Other Comprehensive

The accompanying notes are an integral part of these audited consolidated financial statements

Blue Star Foods Corp.

Stockholder’s

Non-Controlling

Stockholder’s

based compensation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDED DECEMBER 31, 2022

Series A Preferred Stock $.0001 par value

Common Stock $.0001 par value

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholder’s Equity

December 31, 2020

( 13,510,517 )

Stock based compensation

Common stock issued to settle related party interest

Common stock issued to settle related party interest, shares

stock issued for cash

stock issued for service

stock issued to related party lender for forbearance

stock issued to settle related party notes

stock issued for Taste of BC acquisition held in escrow

stock issued for Taste of BC acquisition held in escrow, shares

stock issued for Taste of BC Acquisition

stock issued for Taste of BC Acquisition, shares

A preferred 8% dividend issued in common stock

Stock conversion to Common Stock

Stock conversion to Common Stock, shares

stock issued from exercise of warrants

stock issued from exercise of warrants, shares

Deconsolidation

of Strike the Gold Foods, Ltd.

Comprehensive

balance, value

based compensation

stock issued to settle related party interest

stock issued for cash

stock issued for service

stock issued for TOBC acquisition held in escrow

stock issued for TOBC Acquisition

A preferred 8% dividend issued in common stock

Stock conversion to Common Stock

stock issued from exercise of warrants

Comprehensive

balance, value

accompanying notes are an integral part of these consolidated financial statements

Star Foods Corp.

STATEMENTS OF CASH FLOWS

ENDED DECEMBER 31,

Common stock issued for cash

Common stock issued for service

Common stock issued for Taste of BC acquisition held in escrow

Common stock issued for Taste of BC Acquisition

Series A preferred 8% dividend issued in common stock

Preferred Stock conversion to Common Stock

Common stock issued from exercise of warrants

( 2,605,374 )

Comprehensive loss

December 31, 2021

( 16,144,151 )

Stock based compensation

Warrants issued on long-term debt

Common stock issued for service

Common stock issued for asset acquisition

Common stock issued from exercise of warrants

Common stock issued for note payment

Common stock issued to settle related party notes payable and accrued interest

( 13,194,969 )

Cumulative translation adjustment

December 31, 2022

( 29,339,120 )

( 1,245,723 )

The accompanying notes are an integral part of these audited consolidated financial statements

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 2,605,374 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash (used in) operating activities:

Stock based compensation

Common stock issued for service

Common stock issued for forbearance fee

PPP loan forgiveness

Impairment of goodwill

Impairment of intangible assets

Impairment of fixed assets

Depreciation of fixed assets

Amortization of intangible assets

Amortization of loan costs

Gain on PPP loan forgiveness

Gain on termination of lease

Gain on sale of equipment

Impairment of intangible asset

Amortization of debt discounts

Lease expense

Write down of inventory

Bad debt expense

Allowance for inventory obsolescence

Changes in operating assets and liabilities:

Accounts receivables

( 3,431,929 )

Advances to related parties

1 unchanged sentence

( 3,512,928 )

Lease liability

Right of use liability

Accounts payable and accruals

( 1,873,224 )

Deferred income

Other current liabilities

Net Cash (Used in) Provided by Operating Activities

Net Cash (Used in) Operating Activities

( 3,618,811 )

( 4,833,029 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Deconsolidation of variable interest entity

Net cash paid for acquisition of TOBC

Net cash paid for acquisition

Proceeds from sale of fixed assets

Purchases of fixed assets

Net Cash (Used in) Provided by Investing Activities

Net Cash (Used in) Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

Proceeds from working capital line of credit

Proceeds from HSBC loan

Proceeds from PPP loan

Proceeds from convertible debt

Repayments of working capital line of credit

1 unchanged sentence

( 10,431,291 )

Principal payments of convertible debt

( 1,118,888 )

Repayments of related party notes payable

1 unchanged sentence

Principal payments of long-term debt

Payments of loan costs

Net Cash Provided by (Used in) Financing Activities

( 4,800,635 )

Payment of loan costs

Net Cash Provided by Financing Activities

Effect of Exchange Rate Changes on Cash

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD

Supplemental Disclosure of Cash Flow Information

Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY

Series A preferred 8 % dividend issued in common stock

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 1,146,251 )

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS – END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES

Common stock issued to settle payable and accrued interest

Operating lease assets recognized in exchange for operating lease liabilities

Shares issued for partial payment of accounts payable

Shares issued for partial payment of notes payable - related party

Warrants issued for convertible debt

Common stock issued for asset acquisition

Common stock issued for partial settlement of note payable

Series A preferred 8% dividend issued in common stock

Preferred shares conversion to common stock

Common stock issued for interest payment

Shares issued for acquisition

Common stock issued for acquisition

Related party notes recognized from business acquisition

accompanying notes are an integral part of these consolidated financial statements

Star Foods Corp .

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2021 and 2020

Supplemental Disclosure of Cash Flow Information

Cash paid for interest

The accompanying notes are an integral part of these audited consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL

December 31, 2022 and 2021

Company Overview

Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable

marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium

seafood products.

The Company’s main operating business, John Keeler & Co., Inc.

(“Keeler & Co.”) was incorporated

in the State of Florida in May 1995.

The Company’s current source of revenue is importing blue and red swimming crab meat primarily

from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star,

Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon produced under the brand name

Little Cedar Farms for distribution in Canada.

November 26, 2019, John Keeler & Co., Inc., a Florida corporation (the “Purchaser”), and wholly-owned direct subsidiary

of the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Coastal Merger Agreement”) with Coastal

Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood, LLC, a Florida limited liability company and newly-formed,

wholly-owned subsidiary of the Purchaser (the “Acquisition Subsidiary” and, upon the effective date of the Merger, the “Surviving

Company), and The Walter F.

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

Lubkin III (“Lubkin

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

Lubkin (“Lubkin”), constituting all of the shareholders

of Coastal Pride Company, Inc.

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

Pursuant to the terms

of the Coastal Merger Agreement, Coastal Pride Company, Inc.

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

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

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

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

April 27, 2021, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with TOBC, and Steve Atkinson

and Janet Atkinson (the “Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”), pursuant

to which the Company acquired all of the TOBC Shares from the Sellers for an aggregate purchase price of CAD$ 4,000,000 consisting of:

(i) an aggregate of CAD$ 1,000,000 in cash (with each Seller receiving a pro rata amount based upon the total number of TOBC Shares held

by such Seller);

(ii) promissory notes in the aggregate principal amount of CAD$ 200,000 (the “Notes”) with the principal

amount of each Seller’s Note based on such Seller’s pro rata portion of the TOBC Shares);

and (iii) 987,741 shares of the

Company’s common stock (representing CAD$ 2,800,000 of shares based on USD$ 2.30 per share) with each Seller receiving a pro rata

portion of such shares based upon the total number of TOBC Shares held by such Seller.

June 24, 2021, the Purchase Agreement was amended (the “Amendment”), to increase the Purchase Price to an aggregate of CAD$ 5,000,000

and the acquisition closed.

As a result of the acquisition, TOBC became a wholly owned subsidiary of the Company.

Pursuant to the Amendment,

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

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

If within 24 months of the closing

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

If as of the 24-month anniversary

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

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

is a land-based recirculating aquaculture systems salmon farming operation, based in Nanaimo, British Columbia, Canada, which sells its

steelhead salmon to distributors in Canada.

Blue Star Foods Corp., a Delaware corporation (“we”,

“our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports,

packages and sells refrigerated pasteurized crab meat, and other premium seafood products.

The Company’s main operating business,

John Keeler & Co., Inc.

(“Keeler & Co.”) was incorporated in the State of Florida in May 1995.

The Company’s

current source of revenue is importing blue and red swimming crab meat primarily from Indonesia, Philippines and China and distributing

it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good

Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for

distribution in Canada.

On November 26, 2019, Keeler & Co.,

a wholly-owned direct subsidiary of the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Coastal Merger

Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood, LLC, a Florida limited liability

company and newly-formed, wholly-owned subsidiary of the Purchaser (the “Acquisition Subsidiary” and, upon the effective date

of the Merger, the “Surviving Company” or “Coastal Pride”), and The Walter F.

Irrevocable Trust dated

1/8/03 (the “Trust”), Walter F.

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

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

immediately prior to the Coastal Merger

(collectively, the “Sellers”).

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

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

Coastal Pride is a seafood company, based

in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico and Latin America and sells premium

branded label crabmeat throughout North America.

On April 27, 2021, the Company entered into

a stock purchase agreement (the “Purchase Agreement”) with TOBC, and Steve Atkinson and Janet Atkinson (the “Sellers”),

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

Shares from the Sellers for an aggregate purchase price of CAD$ 4,000,000 consisting of:

(i) an aggregate of CAD$ 1,000,000 in cash (with

each Seller receiving a pro rata amount based upon the total number of TOBC Shares held by such Seller);

(ii) promissory notes in the

aggregate principal amount of CAD$ 200,000 (the “Notes”) with the principal amount of each Seller’s Note based on such

Seller’s pro rata portion of the TOBC Shares);

and (iii) 987,741 shares of the Company’s common stock (representing CAD$ 2,800,000

of shares based on USD$ 2.30 per share) with each Seller receiving a pro rata portion of such shares based upon the total number of TOBC

Shares held by such Seller.

On June 24, 2021, the Purchase Agreement was amended

(the “Amendment”), to increase the Purchase Price to an aggregate of CAD$ 5,000,000 and the acquisition closed.

of the acquisition, TOBC became a wholly owned subsidiary of the Company.

Pursuant to the Amendment, on August 3, 2021, an aggregate of

344,957 shares of the Company’s common stock (representing CAD$ 1,000,000 of additional shares calculated at USD$ 2.30 per share)

was put in escrow until the 24-month anniversary of the closing.

If within 24 months of the closing TOBC has cumulative revenue of at

least CAD$ 1,300,000 , the Sellers will receive all of the escrowed shares.

If as of the 24-month anniversary of the closing, TOBC has cumulative

revenue of less than CAD$ 1,300,000 , the Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue

of TOBC as of such date .

TOBC is a land-based recirculating aquaculture systems

salmon farming operation, based in Nanaimo, British Columbia, Canada, which sells its steelhead salmon and rainbow trout fingerlings to

distributors in Canada.

On February 3, 2022, Coastal Pride entered into an

asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability company (“Gault Seafood”), and Robert

Gault II, President of Gault Seafood (“Gault”) pursuant to which Coastal Pride acquired all of the Seller’s right,

title and interest in and to assets relating to Gault Seafood’s soft-shell crab operations, including intellectual property, equipment,

vehicles and other assets used in connection with the soft-shell crab business.

Coastal Pride did not assume any liabilities in connection

with the acquisition.

The purchase price for the assets consisted of a cash payment in the amount of $ 359,250 and the issuance of 167,093

shares of common stock of the Company with a fair value of $ 359,250 .

Such shares are subject to a leak-out agreement pursuant to which

Gault Seafood may not sell or otherwise transfer the shares until February 3, 2023.

Summary of Significant Accounting Policies

of Presentation

accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

of Consolidation

consolidated financial statements include the accounts of the Company, John Keeler & Co, Inc.

a wholly owned subsidiary, Coastal

Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of John Keeler & Co., Inc.

and Taste of BC Aquafarms,

Basis of Presentation

The accompanying financial statements of the Company

were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Principles of Consolidation

The consolidated financial statements include the

accounts of the Company, Keeler & Co, Inc.

a wholly owned subsidiary, Coastal Pride Seafood, LLC (“Coastal Pride”), a

wholly owned subsidiary of Keeler & Co., Inc.

and Taste of BC Aquafarms, Inc.

(“TOBC”), a wholly owned subsidiary.

All intercompany balances and transactions have been eliminated in consolidation.

and Other Intangible Assets

and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded

in connection with an acquisition.

Other intangible assets include customer relationships, non-compete agreements, and trademarks.

Company reviews its indefinite-lived intangibles and goodwill for impairment annually or whenever events or circumstances indicate that

the carrying amount of the asset exceeds its fair value and may not be recoverable.

are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction

of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur.

In accordance with its policies,

the Company performed an assessment of its indefinite-lived intangibles and goodwill and determined there was no impairment for the

years ended December 31, 2021 and 2020.

reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances

indicate that the carrying value may not be recoverable.

Cash flows expected to be generated by the related assets are estimated over

the asset’s useful life on an undiscounted basis.

If the evaluation indicates that the carrying value of the asset may not be recoverable,

the potential impairment is measured using fair value.

Impairment losses for assets to be disposed of, if any, are based on the estimated

proceeds to be received, less costs of disposal.

are recorded as impairment charges in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction

of the asset’s carrying value in the Company’s Consolidated Balance Sheets when they occur.

In accordance with its policies,

the Company performed an assessment of its finite-lived intangibles and recognized an impairment loss on customer relationships

intangible asset of $ 374,300 for the year ended December 31, 2021.

Restricted Cash and Cash Equivalents

Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured

The Company has not experienced any losses on such accounts and believes it does not have a significant exposure.

Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

As of December

31, 2021, the Company had no cash equivalents.

Company considers any cash balance in the lender designated cash collateral account as restricted cash.

All cash proceeds must be deposited

into the cash collateral account, and will be cleared and applied to the line of credit.

The Company has no access to this account, and

the purpose of the funds is restricted to repayment of the line of credit.

The following table provides a reconciliation of cash, cash

equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the

consolidated statements of cash flows:

Schedule Reconciliation of Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash shown in the cash flow statement

receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days.

The Company grants credit

to its customers based on the Company’s evaluation of a particular customer’s credit worthiness.

for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s

periodic credit evaluations of its customers’ financial condition.

Receivables are written off as uncollectible and deducted from

the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful.

Subsequent recoveries are netted against

the provision for doubtful accounts expense.

The Company generally does not charge interest on receivables.

are net of estimated allowances for doubtful accounts and sales return, allowances and discounts.

They are stated at estimated

net realizable value.

As of December 31, 2021, and 2020, the Company recorded sales return, allowances, discounts and refund liability

of approximately $ 66,000 and

respectively.

allowance for bad debt recorded during the years ended December

intercompany balances and transactions have been eliminated in consolidation.

Goodwill and Other Intangible

Goodwill and other intangible assets include the cost

of the acquired business in excess of the fair value of the net assets recorded in connection with an acquisition.

Other intangible

assets include customer relationships, non-compete agreements, and trademarks.

The Company reviews its long-lived intangibles and

goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value

and may not be recoverable.

Impairments are recorded as impairment charges

in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying

value in the Company’s Consolidated Balance Sheets when they occur.

In accordance with its policies, an annual impairment

analysis for goodwill was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized for

the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business, and the Company recognized an impairment

loss on goodwill of $ 1,244,309

related to Coastal Pride and TOBC for the year ended December 31, 2022.

impairment was recognized for the year ended December 31, 2021.

Long-lived Assets

Management reviews long-lived assets, including

finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying

value may not be recoverable.

Cash flows expected to be generated by the related assets are estimated over the asset’s useful

life on an undiscounted basis.

If the evaluation indicates that the carrying value of the asset may not be recoverable, the

potential impairment is measured using fair value.

Fair value estimates are completed using a discounted cash flow analysis.

Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of

Impairments are recorded as impairment charges

in the Company’s Consolidated Statements of Operations and Comprehensive Loss, and a reduction of the asset’s carrying

value in the Company’s Consolidated Balance Sheets when they occur.

In accordance with its policies, an annual impairment

analysis for long-lived assets was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses

recognized for the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business, and the

Company recognized an impairment on customer relationships, trademarks and non-compete agreements of $ 1,595,677 ,

and $ 78,116 ,

Substantially

all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit

from suppliers.

The Company also has eggs and fish in process inventory from TOBC.

The cost of inventory is primarily determined using

the specific identification method for crab meat.

respectively, and an impairment on fixed assets of $ 1,873,619

for the year ended December 31, 2022.

An impairment loss on customer relationships intangible asset of $ 374,300

was recognized for the year ended December 31, 2021.

and Cash Equivalents

The Company maintains cash balances with financial

institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits.

The Company has not experienced any losses

on such accounts and believes it does not have a significant exposure.

The Company considers all highly liquid investments

with an original maturity of three months or less to be cash equivalents.

As of December 31, 2022 and 2021, the Company had no cash equivalents.

The Company considers any cash balance in the lender

designated cash collateral account as restricted cash.

All cash proceeds must be deposited into the cash collateral account, and will

be cleared and applied to the line of credit.

The Company has no access to this account, and the purpose of the funds is restricted to

repayment of the line of credit.

Accounts Receivable

Accounts receivable consist of unsecured obligations

due from customers under normal trade terms, usually net 30 days.

The Company grants credit to its customers based on the Company’s

evaluation of a particular customer’s credit worthiness.

Allowances for doubtful accounts are maintained for

potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations

of its customers’ financial condition.

Receivables are written off as uncollectible and deducted from the allowance for doubtful

accounts after collection efforts have been deemed to be unsuccessful.

Subsequent recoveries are netted against the provision for doubtful

accounts expense.

The Company generally does not charge interest on receivables.

Receivables are net of estimated allowances for doubtful

accounts and sales return, allowances and discounts.

They are stated at estimated net realizable value.

As of December 31, 2022, and 2021,

the Company recorded sales return, allowances, discounts and refund liability of approximately $ 94,000 and $ 66,000 , respectively.

was no allowance for bad debt recorded during the years ended December 31, 2022 and 2021.

Substantially all of the Company’s inventory

consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers.

The Company also has

eggs and fish in process inventory from TOBC.

The cost of inventory is primarily determined using the specific identification method for

Fish in process inventory is measured based on the estimated biomass of fish on hand.

The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques.

is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and

using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass,

and estimated costs of completion.

is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse.

Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the

lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels.

write-downs are charged to cost of goods sold.

Company’s inventory as of December 31 2021 and 2020 consists of:

The Company has established a standard

procedure to estimate the biomass of fish on hand using counting and sampling techniques.

Inventory is valued at the lower of cost or

net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions

in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion.

Merchandise is purchased cost and freight

shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse.

The Company periodically reviews the value

of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value

based on its assessment of market conditions, inventory turnover and current stock levels.

Inventory write-downs are charged to cost of

For the year ended December 31, 2022, the Company recorded an inventory adjustment to reduce the carrying value of inventory to the lower

of cost or net realizable value in the amount of $ 743,218 which was charged to cost of goods sold.

The Company’s inventory as of December

31, 2022 and December 31, 2021 consists of:

December 31, 2022

December 31, 2021

Inventory purchased for resale

3 unchanged sentences

Inventory, net

to Suppliers and Related Party

the normal course of business, the Company may advance payments to its suppliers, including Bacolod, a related party.

These advances

are in the form of prepayments for products that will ship within a short window of time.

In the event that it becomes necessary for

the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business

and these credits are also reflected against future shipments.

of December 31, 2021, and December 31, 2020, the balance due from Bacolod for future shipments was approximately $ 1,300,000 .

No new purchases

have been made from Bacolod since November 2020.

Cost of revenue related to inventories purchased from Bacolod represented approximately

$ 0 and $ 1,280,000 of total cost of revenue for the years ended December 31, 2021 and 2020, respectively.

assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful

life of the asset as follows:

Advances to Suppliers and

Related Party

In the normal course of business, the Company may

advance payments to its suppliers, including Bacolod, a related party.

These advances are in the form of prepayments for products that

will ship within a short window of time.

In the event that it becomes necessary for the Company to return products or adjust for quality

issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future

As of December 31, 2022, and December 31, 2021, the

balance due from Bacolod for future shipments was approximately $ 1,300,000 .

No new purchases have been made from Bacolod since November

There was no cost of revenue related to inventories purchased from Bacolod recorded for the years ended December 31, 2022 and 2021.

Fixed assets are stated at cost less accumulated depreciation

and are being depreciated using the straight-line method over the estimated useful life of the asset as follows:

Schedule of Estimated Usefule Life of Assets

5 unchanged sentences

Trade show booth

RAS system is comprised of tanks, plumbing, pumps, controls, hatchery, tools and other equipment all working together for the TOBC facility.

improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease

Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful

life of the fixed assets.

Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired.

31, 2021 and 2020, the Company believes the carrying values of its long-lived assets are recoverable and as such, the Company did not

record any impairment.

Comprehensive (loss) Income

Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income , which establishes standards

for reporting and presenting comprehensive (loss) income and its components in a full set of financial statements.

Other comprehensive

(loss) income consists of net income (loss) and cumulative foreign currency translation adjustments.

Currency Translation

Company’s functional and reporting currency is the U.S.

The assets and liabilities held by TOBC and the previous VIE from

2020 have a functional currency other than the U.S.

The TOBC results and the 2020 VIE results were translated into U.S.

at exchange rates in effect at the end of each reporting period.

TOBC and the 2020 VIE’s revenue and expenses were translated into

The RAS system is comprised of tanks, plumbing, pumps,

controls, hatchery, tools and other equipment all working together for the TOBC facility.

Leasehold improvements are amortized using the straight-line

method over the shorter of the expected life of the improvement or the remaining lease term.

The Company capitalizes expenditures for major improvements

and additions and expenses those items which do not improve or extend the useful life of the fixed assets.

The Company reviews fixed assets for recoverability

if events or changes in circumstances indicate the assets may be impaired.

For the year ended December 31, 2022, an impairment was recorded

related to Coastal Pride and TOBC fixed assets of $ 1,873,619 .

Other Comprehensive (loss)

The Company reports its comprehensive (loss) income

in accordance with ASC 220, Comprehensive Income , which establishes standards for reporting and presenting comprehensive (loss)

income and its components in a full set of financial statements.

Other comprehensive (loss) income consists of net income (loss) and cumulative

foreign currency translation adjustments.

Foreign Currency Translation

The Company’s functional and reporting currency

The assets and liabilities held by TOBC have a functional currency other than the U.S.

The TOBC results were

translated into U.S.

Dollars at exchange rates in effect at the end of each reporting period.

TOBC’s revenue and expenses were translated

Dollars at the average rates that prevailed during the period.

rate used in the financial statements as presented for December 31, 2021 for TOBC was 0.79 Canadian Dollars to U.S.

for December 31, 2020 for the previous VIE was 1.260 U.S.

Dollar to UK pound sterling .

The resulting net translation gains and losses are reported as foreign currency translation adjustments in stockholders’ equity

as a component of comprehensive (loss) income.

The Company recorded foreign currency translation adjustment of approximately $ 54,200

for the years ended December 31, 2021 and December

31, 2020, respectively.

Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as

such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration

which the Company expects to receive in exchange for those goods or services.

The Company’s source of revenue is from importing

blue and red swimming crab meat primarily from Mexico, Indonesia, the Philippines and China and distributing it in the United States

and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride

Fresh and steelhead salmon produced by TOBC under the brand name Little Cedar Farms for distribution in Canada.

We sell primarily to

food service distributors.

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

determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs

the following five steps:

(1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company

which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment

of goods to the customer at FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase

order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4)

allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and

transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which

is when the Company transfers control of the goods to the customers by shipment or delivery of the products.

Company elected an accounting policy to treat shipping and handling activities as fulfillment activities.

Consideration payable to a

customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized,

unless the payment is for distinct goods or services received from the customer.

Company recognizes deferred income for advance payments received from customers for which sales have not yet occurred.

account for our leases under ASC 842, Leases , which requires all leases to be reported on the balance sheet as right-of-use assets

and lease obligations.

We elected the practical expedients permitted under the transition guidance that retained the lease classification

and initial direct costs for any leases that existed prior to adoption of the standard.

categorize leases with contractual terms longer than twelve months as either operating or finance.

Finance leases are generally those

leases that would allow us to substantially utilize or pay for the entire asset over its estimated life.

Assets acquired under finance

leases are recorded in property and equipment, net.

The rate used in the financial statements for TOBC as presented

for December 31, 2022 was 0.80 Canadian Dollars to U.S.

Dollars and for December 31, 2021 was 0.79 Canadian Dollars to U.S.

resulting net translation gains and losses are reported as foreign currency translation adjustments in stockholders’ equity as a

component of comprehensive (loss) income.

The Company recorded foreign currency translation adjustment of approximately $ 60,100 and $ 54,200

for the years ended December 31, 2022 and December 31, 2021, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with

Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains

control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange

for those goods or services.

The Company’s source of revenue is from importing blue and red swimming crab meat primarily from Mexico,

Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star,

Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh and steelhead salmon and rainbow trout fingerlings

produced by TOBC under the brand name Little Cedar Farms for distribution in Canada.

We sell primarily to food service distributors.

Company also sells its products to wholesalers, retail establishments and seafood distributors.

To determine revenue recognition for the arrangements

that the Company determines are within the scope of Topic 606, the Company performs the following five steps:

(1) identify the contract(s)

with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval

process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer at FOB shipping point

or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation

sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance

obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5)

recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods

to the customers by shipment or delivery of the products.

The Company elected an accounting policy to treat

shipping and handling activities as fulfillment activities.

Consideration payable to a customer is recorded as a reduction of the arrangement’s

transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from

the customer.

Deferred Income

The Company recognizes deferred income for advance

payments received from customers for which sales have not yet occurred.

The Company accounts for its leases under ASC 842,

Leases , which requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations.

elected the practical expedients permitted under the transition guidance that retained the lease classification and initial direct costs

for any leases that existed prior to adoption of the standard.

The Company categorizes leases with contractual terms

longer than twelve months as either operating or finance.

Finance leases are generally those leases that would allow the Company to substantially

utilize or pay for the entire asset over its estimated life.

Assets acquired under finance leases are recorded in property and equipment,

All other leases are categorized as operating leases.

We did not have any finance

leases as of December 31, 2021.

Our leases generally have terms that range from three years for equipment and six to seven years for

real property.

We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component

and account for them as a lease.

liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings

available to us.

Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives,

plus any direct costs from executing the leases.

Lease assets are tested for impairment in the same manner as long-lived assets used

in operations.

Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease

we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset,

and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement

of the lease.

Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the

term of the lease.

table below presents the lease-related assets and liabilities recorded on the balance sheets.

The Company did not have any finance leases as of December 31, 2022.

The Company’s

leases generally have terms that range from three years for equipment and six to seven years for real property.

The Company elected the

accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as

Lease liabilities are recognized at the present value

of the fixed lease payments using a discount rate based on similarly secured borrowings available to us.

Lease assets are recognized based

on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases.

Lease assets are tested for impairment in the same manner as long-lived assets used in operations.

Leasehold improvements are capitalized

at cost and amortized over the lesser of their expected useful life or the lease term.

When the Company has the option to extend the lease

term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the

Company will exercise the option, it considers these options in determining the classification and measurement of the lease.

Costs associated

with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

The table below presents the lease-related assets

and liabilities recorded on the balance sheets.

Schedule of Lease-related Assets and Liabilities

December 31, 2022

Operating lease assets

1 unchanged sentence

Operating lease liabilities

cash flow information related to leases were as follows:

Supplemental cash flow information related to leases

were as follows:

Schedule of Supplemental Cash Flow Information Related to Leases

December 31, 2021

Year Ended December 31, 2022

Cash used in operating activities:

2 unchanged sentences

Operating leases

table below presents the remaining lease term and discount rates for operating leases.

The table below presents the remaining lease term

and discount rates for operating leases.

Schedule of Remaining Lease Term and Discount Rates for Operating Leases

4 unchanged sentences

Operating leases

of lease liabilities as of December 31, 2021, were as follows:

Maturities of lease liabilities as of December 31,

2022, were as follows:

Schedule of Maturities of Lease Liabilities

5 unchanged sentences

Non-current obligations

Company expenses the costs of advertising as incurred.

Advertising expenses which are included in Other Operating Expenses were approximately

$ 5,700 and 7,200 , for the years ended December 31, 2021 and 2020, respectively.

preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

The Company expenses the costs of advertising as incurred.

Advertising expenses which are included in Other Operating Expenses were approximately $ 5,400 and $ 5,700 , for the years ended December

31, 2022 and 2021, respectively.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

Actual results could differ from those estimates.

Concentration

Company had ten customers which accounted for approximately 52 %

Customer Concentration

The Company had nine customers which accounted for

approximately 59 %

of revenue during the year ended December 31, 2022.

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

Outstanding receivables from these customers

accounted for approximately 59 %

of the total accounts receivable as of December 31, 2021.

Company had three customers which accounted for approximately 26 % of revenue in the year ended December 31, 2020.

Outstanding receivables

from these customers accounted for approximately 19 % of the total accounts receivable as of December 31, 2020.

loss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financial

One customer accounted for 36 %

of revenue during the year ended December 31, 2022.

The Company had ten customers which accounted for

approximately 52 % of revenue during the year ended December 31, 2021.

One customer accounted for 24 % of revenue during the year ended

December 31, 2021.

Outstanding receivables from these customers accounted for approximately 59 % of the total accounts receivable as of

December 31, 2021.

The loss of any major customer could have a material

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

Supplier Concentration

The Company had five major suppliers located in the United States, Indonesia, Vietnam and China and which accounted for approximately

76 % of the Company’s total purchases during the year ended December 31, 2022.

The Company’s largest supplier is located in

Indonesia and accounted for 29 % of the Company’s total purchases in the year ended December 31, 2022.

The Company had four suppliers which accounted for

approximately 70 % of the Company’s total purchases during the year ended December 31, 2021.

These four suppliers are located in

the United States, Indonesia, Mexico and China, which accounted for approximately 80 % of the Company’s total purchases during the

During 2021, the Company purchased inventory from one non-affiliated Mexican supplier that made up the balance of 42 % of the supply

concentration.

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

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

the Company’s total purchases during the year.

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

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

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

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

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

During 2020, the Company purchased inventory from two non-affiliated

Indonesian suppliers that made up the balance of 25 % of the supply concentration.

loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial

Value Measurements and Financial Instruments

value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date and is measured using inputs in one of the following three categories:

1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we judgment.

ability to access.

Valuation of these items does not entail a significant amount of judgment.

2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar

assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value

of the assets or liabilities.

financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations.

We believe the carrying

values of our financial instruments approximate their fair values because they are short term in nature or payable on demand.

does not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2021 and

or Loss per Share

Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements

of “basic” and “diluted” earnings (loss) per share.

Basic earnings (loss) per share are computed by dividing

net income (loss) by the weighted average number of common shares outstanding for the year.

Diluted earnings (loss) per share is computed

by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive)

related to stock options and warrants for each year.

As further described in Note 9 - Series A Convertible Preferred Stock, as of December

31, 2021, 1,413 shares of preferred stock were converted into 706,500 shares of common stock.

As further described in Notes 10 and 11

– Options and Warrants, as of December 31, 2021 and 2020, 3,431,250 and 3,280,000 options may be exercised, respectively, and 1,538,500

warrants are exercisable.

there was a net loss for the years ended December 31, 2021 and December 31, 2020, basic and diluted losses per share each year are the

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”.

ASC 718 requires

companies to measure the cost of services received in exchange for an award of equity instruments, including stock options, based on

the grant-date fair value of the award and to recognize it as compensation expense over the period the individual is required to provide

service in exchange for the award, usually the vesting period.

The Company has elected to adopt ASU 2016-09 and has a policy to account

for forfeitures as they occur.

Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”).

A party is considered

to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or

is under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the

immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party

controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties

might be prevented from fully pursuing its own separate interests.

A party which can significantly influence the management or operating

policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence

the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests

is also a related party.

of December 31, 2021, and 2020, there was approximately $ 143,300

The loss of any major supplier could have a material

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

Fair Value Measurements and

Financial Instruments

Fair value is defined as the amount that would be

received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date and is measured using inputs in one of the following three categories:

Level 1 measurements are based on unadjusted quoted

prices in active markets for identical assets or liabilities that we have the ability to access.

Valuation of these items does not entail

a significant amount of judgment.

Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets,

quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that

are observable for the assets or liabilities.

Level 3 measurements are based on unobservable data

that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company’s financial instruments include cash, accounts

receivable, accounts payable, accrued expenses, and debt obligations.

The Company believes the carrying values of cash, accounts receivable,

accounts payable and accrued expenses approximate their fair values because they are short term in nature or payable on demand.

carrying value of long-term debt approximates fair value since the related rates of interest approximate current

market rates.

Company does not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December

31, 2022 and 2021.

in interest paid to related parties notes payable.

Earnings or Loss per Share

The Company accounts for earnings per share pursuant

to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted”

earnings (loss) per share.

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of

common shares outstanding for the year.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average

number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

further described in Note 9 - Series A Convertible Preferred Stock, as of December 31, 2021, 1,413 shares of preferred stock were converted

into 706,500 shares of common stock.

As further described in Notes 10 and 11 – Options and Warrants, as of December 31, 2022 and

2021, 4,121,633 and 3,431,250 options may be exercised, respectively, and 2,413,500 and 1,538,500 warrants are exercisable, respectively.

As there was a net loss for the years ended December

31, 2022 and December 31, 2021, basic and diluted losses per share each year are the same.

Stock-Based Compensation

The Company accounts for stock-based compensation

in accordance with ASC 718, “Compensation-Stock Compensation”.

ASC 718 requires companies to measure the cost of services

received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and

to recognize it as compensation expense over the period the individual is required to provide service in exchange for the award, usually

the vesting period.

The Company accounts for forfeitures as they occur.

Related Parties

The Company accounts for related party transactions

in accordance with ASC 850 (“Related Party Disclosures”).

A party is considered to be related to the Company if the party

directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of

the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence

the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing

its own separate interests.

A party which can significantly influence the management or operating policies of the transacting parties

or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or

more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

As of December 31, 2022, and 2021, there was approximately

$ 67,000 and $ 143,300 in interest paid to related parties notes payable.

See Note 7 Debt for further information.

Company accounts for income taxes utilizing the liability method, where deferred tax assets and liabilities are determined based on the

expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income

tax reporting purposes, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse.

effects of future changes in tax laws or rates are not included in the measurement.

Income tax expense is the total of the current year

income tax due and the change in deferred tax assets and liabilities.

Deferred tax assets and liabilities are the expected future tax

amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates.

A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

As changes in tax laws or rates

are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in

a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is

greater than 50% likely of being realized on examination.

For tax positions not meeting the “more likely than not” test,

no tax benefit is recorded.

Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated

Statements of Operations.

There were no amounts related to interest and penalties recognized for the years ended December 31, 2021 or

Adopted Accounting Pronouncements

2019-12 Income Taxes (Topic 740)

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general

principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

Company determined that the standard has no impact on its consolidated financial statements and related disclosures.

2016-13 Financial Instruments – Credit Losses (Topic 326)

June 2016, the FASB issued ASU No.

The Company accounts for income taxes utilizing the

liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary

differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes, using enacted statutory

tax rates in effect for the year in which the differences are expected to reverse.

The effects of future changes in tax laws or rates

are not included in the measurement.

Income tax expense is the total of the current year income tax due and the change in deferred tax

assets and liabilities.

Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between

carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates.

A valuation allowance, if needed, reduces

deferred tax assets to the amount expected to be realized.

As changes in tax laws or rates are enacted, deferred tax assets and liabilities

are adjusted through the provision for income taxes.

A tax position is recognized as a benefit only if

it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed

The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.

For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company’s policy is to recognize interest

and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations.

no amounts related to interest and penalties recognized for the years ended December 31, 2022 or 2021.

Recent Accounting Pronouncements

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40).

August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40).

The ASU simplifies the accounting for certain financial instruments with characteristics

of liabilities and equity.

The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments

and made certain disclosure amendments to improve the information provided to users.

In addition, the FASB amended the derivative guidance

for the “own stock” scope exception and certain aspects of the EPS guidance.

The guidance is effective for smaller reporting

companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is

permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

Company adopted the ASU effective January 1, 2022 and applied the provisions of the ASU to the convertible note issued during the

year ended December 31, 2022.

2016-13 Financ ial Instruments – Credit Losses (Topic 326)

In June 2016, the FASB issued ASU No.

Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which requires entities to use a forward-looking, expected loss model to estimate credit losses.

It also requires entities

to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s

estimate of credit allowances.

ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236,

Financial Instrument-Credit Losses.

For public business entities that are U.S.

Securities and Exchange Commission (SEC) filers excluding

smaller reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods

Measurement of Credit Losses on Financial Instruments, which requires entities to

use a forward-looking, expected loss model to estimate credit losses.

It also requires entities to consider additional disclosures

related to credit quality of trade and other receivables, including information related to management’s estimate of credit

ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial

Instrument-Credit Losses.

For public business entities that are Securities and Exchange Commission filers excluding smaller

reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods

within those fiscal years.

For all other public business entities, the amendments are effective for fiscal years beginning after December

15, 2020, including interim periods within those fiscal years.

On October 16, 2019, FASB voted to delay implementation of ASU No.

“Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other

entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years

beginning after December 15, 2022.

On November 15, 2019, FASB issued an Accounting Standard Update No.

2019-10 to amend the implementation

date to fiscal year beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Company continues to evaluate

the impact of these amendments to the Company’s financial position and results of operations and currently expect no material impact

of the adoption of the amendments on the Company’s consolidated financial statements.

For all other public business entities, the amendments are effective for fiscal years beginning after

December 15, 2020, including interim periods within those fiscal years.

On October 16, 2019, FASB voted to delay implementation of

2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial

Instruments.” For all other entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and

interim periods within fiscal years beginning after December 15, 2022.

On November 15, 2019, FASB issued an Accounting Standard

2019-10 to amend the implementation date to fiscal year beginning after December 15, 2022, including interim periods

within those fiscal years.

Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning

after December 15, 2018.

As this ASU became effective on January 1, 2023, the Company continues to evaluate the impact

of these amendments to the Company’s financial position and results of operations and currently expects no material impact of

the adoption of the amendments on the Company’s consolidated financial statements.

Going Concern

accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern.

Company incurred a net loss of $ 2,605,374 ,

has an accumulated deficit of $ 16,144,151

and working capital surplus of $ 2,831,718 ,

inclusive of $ 960,000

in subordinated stockholder debt.

These circumstances

raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company’s ability to continue as

a going concern is dependent upon the Company’s ability to increase revenues, execute on its business plan to acquire complimentary

companies, raise capital, and to continue to sustain adequate working capital to finance its operations.

The failure to achieve the necessary

levels of profitability and cash flows would be detrimental to the Company.

The consolidated financial statements do not include any

adjustments that might be necessary if the Company is unable to continue as a going concern.

The accompanying consolidated financial statements

and notes have been prepared assuming the Company will continue as a going concern.

The Company incurred a net loss of $ 13,194,969 , has

an accumulated deficit of $ 29,339,120 and working capital deficit of $ 3,013,281 , inclusive of $ 893,000 in subordinated stockholder debt.

These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company’s ability

to continue as a going concern is dependent upon the Company’s ability to increase revenues, execute on its business plan to acquire

complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations.

The failure to

achieve the necessary levels of profitability and cash flows would be detrimental to the Company.

The consolidated financial statements

do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Other Current Assets

current assets totaled $ 3,702,661 and $ 176,925 for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021,

approximately $ 3.2 million of the balance was related to prepaid inventory to our suppliers.

The remainder of the balance is related

to prepaid insurance and other prepaid expenses.

Other current assets totaled $ 671,933 and $ 3,702,661

for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, approximately $ 441,000 of the balance was related

to prepaid inventory to the Company’s suppliers.

The remainder of the balance was related to prepaid insurance and other prepaid

Fixed Assets, Net

assets comprised the following at December 31:

Fixed assets comprised the following at December 31:

of Fixed Assets

1 unchanged sentence

Leasehold improvements

Accumulated depreciation

Accumulated depreciation and impairment

( 2,278,903 )

Fixed assets, net

the years ended December 31, 2021 and 2020, depreciation expense totaled approximately $ 104,000

and $ 33,000 ,

respectively.

On December 2020, our warehouse and refrigeration equipment was sold to an unrelated party for $ 407,198

and the Company recorded a gain on the sale of

the equipment of $ 343,181 .

For the years ended December 31, 2022 and 2021, depreciation

expense totaled approximately $ 231,000 and $ 104,000 , respectively.

Goodwill and Intangible Assets, Net

following table sets for the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2021 and

The following table sets forth the changes in the

carrying amount of the Company’s goodwill for the years ended December 31, 2022 and 2021.

Balance, January 1

Acquisition of TOBC

( 1,282,064 )

Balance, December 31

following table sets for the components of the Company’s intangible assets at December 31, 2021:

The following table sets forth the components of the

Company’s intangible assets at December 31, 2022:

of Intangible Assets

Amortization Period (Years)

Accumulated Amortization and Impairment

Net Book Value

Intangible Assets Subject to amortization

Trademarks – Coastal Pride

$ ( 850,000 )

Trademarks – TOBC

Customer Relationships – Coastal Pride

( 1,486,832 )

Customer Relationships – TOBC

Non-Compete Agreements – Coastal Pride

Non-Compete Agreements – TOBC

$ ( 3,497,806 )

following table sets forth the components of the Company’s intangible assets at December 31, 2021:

Amortization Period (Years)

Accumulated Amortization

and Impairment

Net Book Value

8 unchanged sentences

$ ( 784,885 )

aggregate amortization remaining on the intangible assets as of December 31, 2021 is as follows:

of Amortization of Intangible Assets

Intangible Amortization

Capital Line of Credit

& Co entered into a $ 14,000,000 revolving line of credit pursuant to a loan and security agreement with ACF Finco I, LP (“ACF”)

on August 31, 2016, the proceeds of which were used to pay off the prior line of credit, pay new loan costs of approximately $ 309,000 ,

and provide additional working capital to the Company.

This facility was secured by all assets of Keeler & Co.

This facility was

amended on November 18, 2016, June 19, 2017, October 16, 2017, September 19, 2018, November 8, 2018, July 29, 2019, November 26, 2019

and May 7, 2020.

line of credit accrued interest at a rate equal to the greater of 3 Month LIBOR rate plus 9.25 %, the prime rate plus 6.0 % or a fixed

rate of 6.5 %.

ACF line of credit agreement was subject to the following terms:

is based on up to 85% of eligible accounts receivable plus the net orderly liquidation value of eligible inventory at the same rate,

subject to certain defined limitations .

line is collateralized by substantially all the assets and property of the Company and is personally guaranteed by the stockholder

of the Company.

Company is restricted to specified distribution payments, use of funds, and is required to comply with certain other covenants including

certain financial ratios.

cash received by the Company is applied against the outstanding loan balance.

subjective acceleration clause allows ACF to call the note upon a material adverse change.

November 26, 2019, Keeler & Co.

entered into the seventh amendment to the loan and security agreement with ACF.

This amendment memorialized

the acquisition of Coastal Pride and made Coastal Pride a co-borrower to the facility.

Additionally, the seventh amendment waived and

reset the covenant default that occurred during 2019 and extended the term of the facility to 5 years and is subject to early termination

by the lender upon defined events of default.

During the year ended December 31, 2020, the Company was in violation of its minimum EBITDA

covenant as well as exceeding the covenant related to monies advanced to Bacolod by approximately $ 105,000 .

The default interest rate

increase of 3 % was implemented in April 2020.

May 7, 2020, Keeler & Co.

and Coastal Pride entered into an eighth amendment to the loan and security agreement with ACF which acknowledged

the execution of a Payroll Protection Program loan and provided a reservation of rights related to a default of the minimum EBITDA covenant.

Company analyzed the line of credit modification under ASC 470-50-40-21 and determined that the modification did not trigger any additional

accounting due to the revolving line of credit remain unchanged.

of December 31, 2021, and 2020, the interest rate was 0 % and 12.48 %, respectively.

of December 31, 2021, and 2020, the line of credit had an outstanding balance of $ 0 and approximately $ 1,805,000 , respectively.

Company amortized loan costs on a straight-line basis, which approximates the interest method, over the term of the credit facility.

The Company added loan costs associated with the working capital lines of credit of approximately $ 70,000 for the year ended December

31, 2020, leaving balances in the asset of $ 2,992 , net of approximately $ 585,000 of accumulated amortization as of December 31, 2020.

The Company recorded amortization expense of approximately $ 72,000 for the year ended December 31, 2020.

March 31, 2021, Keeler & Co.

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

Financial Corp., a North Carolina corporation (“Lighthouse”) pursuant to the terms of the Loan Agreement, Lighthouse made

available to Keeler & Co.

and Coastal Pride (together, the “Borrowers”) a $ 5,000,000 revolving line of credit for a term

of thirty-six months, renewable annually for one-year periods thereafter.

Amounts due under the line of credit are represented by a revolving

credit note issued to Lighthouse by the Borrowers.

advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’

eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000.

The inventory portion

of the loan will never exceed 50% of the outstanding balance.

Interest on the line of credit is the prime rate (with a floor of 3.25%),

The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and

will pay an additional facility fee of $25,000 on each anniversary of March 31, 2021.

On January 14, 2022, the maximum inventory advance

under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September

30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance, in order to increase imports to meet customer

line of credit is secured by a first priority security interest on all the assets of each Borrower.

Pursuant to the terms of a guaranty

agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive

Officer of the Company, provided a personal guaranty of up to $ 1,000,000 to Lighthouse.

As of December 31, 2021, the Company was in compliance

with all financial covenants under the Loan Agreement, except for the requirement to maintain a greater than $ 50,000 cash flow for the

fourth quarter of 2021 which was accepted by Lighthouse.

Borrowers utilized $ 784,450 of the Lighthouse revolving line of credit to repay the outstanding indebtedness owed to ACF as of March

As a result, all obligations owed to ACF were satisfied and the loan agreement with ACF was terminated.

The outstanding balance

owed to Lighthouse as of December 31, 2021 was $ 2,368,200 .

Keeler Promissory Notes – Subordinated

Company had unsecured promissory notes outstanding to its stockholder of approximately $ 960,000 and $ 1,299,700 as of December 31, 2021

and 2020, respectively.

These notes are payable on demand, bear an annual interest rate of 6 % and were subordinated to the ACF working

capital line of credit until March 31, 2021.

Since March 31, 2021, these notes are subordinated to the Lighthouse note.

The Company made

principal payments during the year ended December 31, 2021, and 2020 of $ 339,712 and approximately $ 17,000 , respectively.

An additional

principal settlement of $ 1,593,300 was made in December 2020 by the issuance of 796,650 shares of common stock to the noteholder.

March 26, 2019, the Company issued a four-month promissory note in the principal amount of $ 1,000,000 (the “Kenar Note”)

to Kenar Overseas Corp., a company registered in Panama (“Kenar”), the term of which was previously extended to March 31,

2020 after which time, on May 21, 2020, the Kenar Note was amended to (i) set the maturity date at March 31, 2021 , (ii) provide that

the Company use one-third of any capital raise from the sale of its equity to reduce the outstanding principal under the Kenar Note,

(iii) set the interest rate at 18 % per annum, payable monthly commencing October 1, 2020, and (iv) reduce the number of pledged shares

Keeler to 4,000,000 .

As consideration for Kenar’s agreement to amend the note, on May 27, 2020, the Company issued 1,021,266

shares of common stock to Kenar.

The outstanding principal amount of the note at December 31, 2020 was $ 872,500 .

amendment to the Kenar Note was analyzed under ASC 470-50 and was determined that it will be accounted for as an extinguishment of the

old debt and the new debt recorded at fair value with the new effective interest rate of 18 %.

Additionally, this treatment resulted in

the cost of the modification paid in common stock with a value of $ 2,655,292 charged to other expense as of the date of the amendment

as a non-cash forbearance fee.

expense for the Kenar Note totaled approximately $ 177,700 during the year ended December 31, 2020.

April 28, 2021, the Kenar Note was further amended to extend the maturity date to May 31, 2021.

July 6, 2021, the Company entered into a note payoff indemnity agreement with Kenar pursuant to which the Company paid Kenar $ 918,539

of principal and accrued interest in full satisfaction of the amounts due to Kenar under the Second Loan Amendment, dated April 26, 2021,

between the Company and Kenar, and the Kenar Note was extinguished, and the shares pledged by Mr.

Keeler were released.

expense for the Kenar Note totaled approximately $ 79,100 during the year ended December 31, 2021.

April 2, 2019, the Company issued a four-month unsecured promissory note in the principal amount of $ 100,000 (the “Lobo Note”)

to Lobo Holdings, LLLP, a stockholder of the Company (“Lobo”).

The Lobo Note bears interest at the rate of 18 % per annum.

The Lobo Note may be prepaid in whole or in part without penalty.

John Keeler, the Company’s Executive Chairman and Chief Executive

Officer, pledged 1,000,000 shares of common stock of the Company to secure the Company’s obligations under the Lobo Note.

Note matured on August 2, 2019 and was extended through December 2, 2019 on the same terms and conditions .

On November 15, 2019, the

Company paid off the Lobo Note with the issuance to Lobo of an unsecured promissory note in the principal amount of $ 100,000 which accrued

interest at the rate of 15 % per annum and matured on March 31, 2020.

On April 1, 2020, the Company paid off the November 15, 2019 Lobo

Note with the issuance to Lobo of a six-month unsecured promissory note in the principal amount of $ 100,000 , which accrued interest at

the rate of 10 % per annum and matured on October 1, 2020.

On October 1, 2020, the Company paid off the April 1, 2020 note with the issuance

of a three-month unsecured promissory note in the principal amount of $ 100,000 , which bears interest at the rate of 10 % per annum and

matured on December 31, 2020.

expense for the Lobo Note totaled approximately $ 11,200 during the year ended December 31, 2020.

January 1, 2021, the Company paid off the October 1, 2020 note with the issuance of a six-month unsecured promissory note in the principal

amount of $ 100,000 , which bears interest at the rate of 10 % per annum and matures on June 30, 2021.

July 1, 2021, the Company paid off the January 1, 2021 Lobo note with the issuance of a three-month unsecured promissory note in the

principal amount of $ 100,000 which accrued interest at the rate of 10 % per annum and matured on September 30, 2021.

On October 1, 2021,

the Company paid off the July 1, 2021 Lobo Note with the issuance of a one-month unsecured promissory note in the principal amount of

$ 100,000 , which accrued interest at the rate of 10 % per annum and matured on November 1, 2021.

November 1, 2021, the Company paid Lobo $ 100,877 of principal and accrued interest in full satisfaction of the amounts due to Lobo under

the one-month unsecured promissory note dated October 1, 2021, between the Company and Lobo, and the Lobo Note was extinguished.

expense for the Lobo Note totaled approximately $ 8,300 during the year ended December 31, 2021.

Note – Subordinated

November 26, 2019, the Company issued a five-year unsecured promissory note in the principal amount of $ 500,000 to Walter Lubkin Jr.

as part of the purchase price for the Coastal Pride acquisition.

The note bears and interest rate of 4 % per annum.

The note is payable

quarterly based on an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first

day of each quarter .

The first payment was scheduled for February 26, 2020, however, the EBITDA generated for Coastal during the 3 months

did not warrant a principal payment.

This note is subordinated to the working capital line of credit.

Principal payments are permitted

so long as the borrower is not in default of its working capital line of credit.

No principal payments were made by the Company during

expense for the Walter Lubkin Jr.

note totaled approximately $ 19,700 and $ 20,100 during the years ended December 31, 2021, and 2020,

the years ended December 31, 2022 and 2021, amortization expense of intangible assets totaled approximately $ 315,000

and $ 245,000 ,

respectively.

October 8, 2021, a portion of the outstanding principal and accrued interest to date totaling $ 34,205 were paid on the note by the Company.

Lubkin III Convertible Note – Subordinated

November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 87,842 to Walter Lubkin

III as part the purchase price for the Coastal Pride acquisition.

The note bears interest at the rate of 4 % per annum.

The note is payable

in equal quarterly payments over six quarters beginning August 26, 2021 .

At the election of the holder, at any time after the first anniversary

of the issuance of the note, the then outstanding principal and accrued interest may be converted into the Company’s common stock

at a rate of $ 2.00 per share.

This note is subordinated to the working capital line of credit.

Principal payments are permitted so long

as the borrower is not in default of its working capital line of credit.

No principal payments were made by the Company during 2020.

expense for the Walter Lubkin III note totaled approximately $ 3,300 and $ 3,500 during the years ended December 31, 2021, and 2020, respectively.

October 8, 2021, a portion of the outstanding principal and accrued interest to date totaling $ 16,257 were paid on the note by the Company.

Greco Convertible Note – Subordinated

November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 71,372 to Tracy Greco

Working Capital Line of Credit

On March 31, 2021, Keeler & Co.

and Coastal Pride

entered into a loan and security agreement (“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation

(“Lighthouse”).

Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co.

and Coastal Pride

(together, the “Borrowers”) a $ 5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for

one-year periods thereafter.

Amounts due under the line of credit are represented by a revolving credit note issued to Lighthouse by the

The advance rate of the revolving line of credit is

85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly

liquidation value, subject to an inventory sublimit of $2,500,000.

The inventory portion of the loan will never exceed 50% of the outstanding

Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%.

The Borrowers paid Lighthouse a facility

fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and will pay an additional facility fee of $25,000 on each

anniversary of March 31, 2021.

On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70%

until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion

of the loan in excess of the 50% advance, in order to increase imports to meet customer demand .

The line of credit is secured by a first priority

security interest on all the assets of each Borrower.

Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations

of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty

of up to $ 1,000,000 to Lighthouse.

As of December 31, 2022, the Company was in compliance with all financial covenants under the Loan

Agreement, except for the requirement to maintain a greater than $ 50,000 cash flow in the months of July, August, September, October,

November and December.

Lighthouse has notified the Borrowers as to this default but has elected not to exercise its rights and remedies

under the loan documents.

The Borrowers utilized $ 784,450

of the Lighthouse revolving line of credit to repay the outstanding indebtedness owed to ACF as of March 31, 2021.

As a result, all obligations

owed to ACF were satisfied and the loan agreement with ACF was terminated.

Cash proceeds from the working capital line of credit totaled $ 12,552,008 and cash payments to the working capital line of credit totaled

$ 13,144,141 .

The outstanding balance owed to Lighthouse as of December 31,

2022 was $ 1,776,068 .

John Keeler Promissory Notes

– Subordinated

The Company had unsecured promissory notes outstanding

to its stockholder of approximately $ 893,000 and $ 960,000 as of December 31, 2022 and 2021, respectively.

These notes are payable on demand,

bear an annual interest rate of 6 % and were subordinated to the ACF working capital line of credit until March 31, 2021.

Since March 31,

2021, these notes are subordinated to the Lighthouse note.

The Company made principal payments during the year ended December 31, 2022,

and 2021 of $ 67,000 and $ 339,712 , respectively.

Lind Global Fund II LP

On January 24, 2022, the Company entered into a

securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which

the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 5,750,000 and

warrant to purchase 1,000,000 shares

of common stock of the Company at an exercise price of $ 4.50 per

share, subject to customary adjustments.

The warrant provides for cashless exercise and for full ratchet anti-dilution if the

Company issues securities at less than $ 4.50 per

In connection with the issuance of the note and the warrant, the Company paid a $ 150,000 commitment

fee to Lind and approximately $ 87,000 of

debt issuance costs.

The Company recorded a total of $ 2,022,397 debt

discount at issuance of the debt, including original issuance discount of $ 750,000 ,

commitment fee of $ 150,000 ,

$ 87,144 debt

issuance cost, and $ 1,035,253 related

to the fair value of warrants issued.

Amortization expense recorded in interest expense totaled $ 1,378,620 during

the year ended December 31, 2022.

The unamortized discount on the note totaled $ 643,777 as of December 31, 2022.

The outstanding principal

under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $ 333,333 , at the Company’s option,

in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted

average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor

Price”), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price,

then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the

In connection with the issuance

of the note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge on its shares

in John Keeler & Co.

Inc., its wholly-owned subsidiary, pursuant to a security agreement and a stock pledge agreement with Lind, dated

January 24, 2022.

Each subsidiary of the Company also granted a second priority security interest in all of its respective assets.

The note is mandatorily payable

prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note) or, if the Company or its

subsidiaries issues any indebtedness other than certain amounts under the current line of credit facility with Lighthouse.

also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of

the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms

more favorable than those granted to Lind, with certain exceptions.

If the Company fails to maintain

the listing and trading of its common stock, the note will become due and payable and Lind may convert all or a portion of the outstanding

principal at the lower of the then current conversion price and 80 % of the average of the 3-day VWAP during the 20 days prior to delivery

of the conversion notice.

If the Company engages in

capital raising transactions, Lind has the right to purchase up to 10 % of the new securities.

The note is convertible into

common stock at $ 5.00 per share, subject to certain adjustments, at any time after the earlier of six months from issuance or the date

the registration statement is effective;

provided that no such conversion may be made that would result in beneficial ownership by Lind

and its affiliates of more than 4.99 % of the Company’s outstanding shares of common stock.

If shares are issued by the Company at

less than the conversion price, the conversion price will be reduced to such price.

Upon a change of control

of the Company, as defined in the note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of

The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount

of the note at a price per share equal to the lesser of the Repayment Share Price or the conversion price .

The Note contains certain negative

covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange

Upon an event of default

as described in the note, the note will become immediately due and payable at a default interest rate of 125 % of the then outstanding

principal amount.

Upon a default, all or a portion of the outstanding principal amount may be converted into shares of common stock by

Lind at the lower of the conversion price and 80 % of the average of the three lowest daily VWAPs.

During the year ended

December 31, 2022, the Company made principal payments on the note totaling $ 1,666,666

through the issuance of an aggregate of 666,666

shares of common stock and cash payments of $ 1,175,973

which included $ 899,999 principal payments and additional payments requested by Lind pursuant to the terms of the note.

First West Credit Union CEBA Loan

On June 24, 2021, the Company assumed a commercial

term loan with First West Credit Union Canada Emergency Business Account (“CEBA”) in the principal amount of CAD$ 60,000 in

connection with the acquisition of TOBC.

The loan initially bears no interest and is due on December 31, 2025.

The borrower may prepay

all or part of the loan commencing November 1, 2022 and, if by December 31, 2022 the Company had paid 75% of the loan amount, the remaining

25% will be forgiven as per the loan agreement.

If less than 75% of the loan amount is outstanding by December 31, 2022 , the then outstanding

balance will be converted to interest only monthly payments at 5.0 %.

On October 19, 2022, the loan was amended to extend the loan forgiveness

date and interest-free period from December 31, 2022 to December 31, 2023.

Walter Lubkin Jr.

Note – Subordinated

On November 26, 2019, the Company issued a

five-year unsecured promissory note in the principal amount of $ 500,000

to Walter Lubkin Jr.

as part of the purchase price for the Coastal Pride acquisition.

note bears and interest rate of 4 %

The note is payable quarterly based on an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal

Pride, as determined on the first day of each quarter .

The first payment was scheduled for February 26, 2020, however, the

EBITDA generated for Coastal Pride during the 3 months did not warrant a principal payment.

This note is subordinated to the working

capital line of credit.

Principal payments are permitted so long as the borrower is not in default of its working capital line of

Interest expense for the Walter Lubkin Jr.

approximately $ 18,000 and $ 19,700 during the years ended December 31, 2022, and 2021, respectively.

On October 8, 2021, $ 34,205 of the outstanding principal

and accrued interest to date was paid on the note by the Company.

For the year ended December 31, 2022, $ 38,799

of the outstanding principal and accrued interest was paid in cash and $ 104,640

of the outstanding principal and accrued interest was paid in shares of common stock of the Company.

Walter Lubkin III Convertible Note – Subordinated

On November 26, 2019, the Company issued a thirty-nine-month

unsecured promissory note in the principal amount of $ 87,842 to Walter Lubkin III as part the purchase price for the Coastal Pride acquisition.

The note bears interest at the rate of 4 % per annum.

The note is payable

in equal quarterly payments over six quarters beginning August 26, 2021 .

At the election of the holder, at any time after the first anniversary

of the issuance of the note, the then outstanding principal and accrued interest may be converted into the Company’s common stock

at a rate of $ 2.00 per share.

This note is subordinated to the working capital line of credit.

Principal payments are permitted so long

as the borrower is not in default of its working capital line of credit.

No principal payments were made by the Company during 2020.

expense for the Tracy Greco note totaled approximately $ 2,700 and $ 2,800 during the years ended December 31, 2021, and 2020, respectively.

October 8, 2021, a portion of the outstanding principal and accrued interest to date totaling $ 13,209 were paid on the note by the Company.

Lubkin Convertible Note – Subordinated

November 26, 2019, the Company issued a thirty-nine-month unsecured promissory note in the principal amount of $ 50,786 to John Lubkin

as part the Coastal Pride acquisition.

The note is payable in equal quarterly payments over six quarters beginning August

At the election of the holder, at any time after the first anniversary of the issuance of the note, the then outstanding principal

and accrued interest may be converted into the Company’s common stock at a rate of $ 2.00 per share.

This note is subordinated to

the working capital line of credit.

Principal payments are permitted so long as the borrower is not in default of its working capital

line of credit.

Interest expense for the Walter Lubkin III note totaled

approximately $ 1,700 and $ 3,300 during the years ended December 31, 2022, and 2021, respectively.

On October 8, 2021, $ 16,257 of the outstanding principal

and accrued interest to date was paid on the note by the Company.

For the year ended December 31, 2022, all of the

outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the

note by the Company totaling $ 75,707 .

Tracy Greco Convertible Note – Subordinated

On November 26, 2019, the Company issued a thirty-nine-month

unsecured promissory note in the principal amount of $ 71,372 to Tracy Greco as part of the purchase price for the Coastal Pride acquisition.

The note bears interest at the rate of 4 % per annum.

The note is payable in equal quarterly payments

over six quarters beginning August 26, 2021 .

At the election of the holder, at any time after the first anniversary of the issuance of

the note, the then outstanding principal and accrued interest may be converted into the Company’s common stock at a rate of $ 2.00

This note is subordinated to the working capital line of credit.

Principal payments are permitted so long as the borrower

is not in default of its working capital line of credit.

No principal payments were made by the Company during 2020.

expense for the John Lubkin note totaled approximately $ 1,900 and $ 2,000 during the years ended December 31, 2021, and 2020, respectively.

October 8, 2021, a portion of the outstanding principal and accrued interest to date totaling $ 9,399 were paid on the note by the Company.

The note is payable in equal quarterly payments over six quarters beginning August

At the election of the holder, at any time after the first anniversary of the issuance of the note, the then outstanding principal

and accrued interest may be converted into the Company’s common stock at a rate of $ 2.00 per share.

This note is subordinated to

the working capital line of credit.

Principal payments are permitted so long as the borrower is not in default of its working capital

line of credit.

Interest expense for the Tracy Greco note totaled

approximately $ 1,400 and $ 2,700 during the years ended December 31, 2022, and 2021, respectively.

On October 8, 2021, $ 13,209 of the outstanding principal

and accrued interest to date was paid on the note by the Company.

For the year ended December 31, 2022, all of the

outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the

note by the Company totaling $ 61,511 .

John Lubkin Convertible Note – Subordinated

On November 26, 2019, the Company issued a thirty-nine-month

unsecured promissory note in the principal amount of $ 50,786 to John Lubkin as part the Coastal Pride acquisition.

The note bears interest

at the rate of 4 % per annum.

The note is payable in equal quarterly payments over six quarters beginning August 26, 2021 .

At the election

of the holder, at any time after the first anniversary of the issuance of the note, the then outstanding principal and accrued interest

may be converted into the Company’s common stock at a rate of $ 2.00 per share.

This note is subordinated to the working capital

line of credit.

Principal payments are permitted so long as the borrower is not in default of its working capital line of credit.

Interest expense for the John Lubkin note totaled

approximately $ 1,000 and $ 1,900 during the years ended December 31, 2022, and 2021, respectively.

On October 8, 2021, $ 9,399 of the outstanding principal

and accrued interest to date was paid on the note by the Company.

For the year ended December 31, 2022, all of the

outstanding principal and accrued interest to date was paid through a combination of cash and shares of common stock issued on the

note by the Company totaling $ 43,771 .

On March 26, 2019, the Company issued a four-month

promissory note in the principal amount of $ 1,000,000 (the “Kenar Note”) to Kenar Overseas Corp., a company registered in

Panama (“Kenar”), the term of which was previously extended to March 31, 2020 after which time, on May 21, 2020, the Kenar

Note was amended to (i) set the maturity date at March 31, 2021 , (ii) provide that the Company use one-third of any capital raise from

the sale of its equity to reduce the outstanding principal under the Kenar Note, (iii) set the interest rate at 18 % per annum, payable

monthly commencing October 1, 2020, and (iv) reduce the number of pledged shares by Mr.

Keeler to 4,000,000 .

As consideration for Kenar’s

agreement to amend the note, on May 27, 2020, the Company issued 1,021,266 shares of common stock to Kenar.

The amendment to the Kenar Note was analyzed under

ASC 470-50 and was determined that it will be accounted for as an extinguishment of the old debt and the new debt will be recorded at

fair value with the new effective interest rate of 18 %.

Additionally, this treatment resulted in the cost of the modification paid in

common stock with a value of $ 2,655,292 charged to other expense as of the date of the amendment as a non-cash forbearance fee.

On April 28, 2021, the Kenar Note was further amended

to extend the maturity date to May 31, 2021.

On July 6, 2021, the Company entered into a note payoff

indemnity agreement with Kenar pursuant to which the Company paid Kenar $ 918,539 of principal and accrued interest in full satisfaction

of the amounts due to Kenar under the Second Loan Amendment, dated April 26, 2021, between the Company and Kenar, and the Kenar Note was

extinguished, and the shares pledged by Mr.

Keeler were released.

Interest expense for the Kenar Note totaled approximately

$ 79,100 during the year ended December 31, 2021.

On April 2, 2019, the Company issued a four-month

unsecured promissory note in the principal amount of $ 100,000 (the “Lobo Note”) to Lobo Holdings, LLLP, a stockholder of the

Company (“Lobo”).

The Lobo Note bears interest at the rate of 18 % per annum.

The Lobo Note may be prepaid in whole or in part

without penalty.

John Keeler, the Company’s Executive Chairman and Chief Executive Officer, pledged 1,000,000 shares of common stock

of the Company to secure the Company’s obligations under the Lobo Note.

The Lobo Note matured on August 2, 2019 and was extended

through December 2, 2019 on the same terms and conditions .

On November 15, 2019, the Company paid off the Lobo Note with the issuance

to Lobo of an unsecured promissory note in the principal amount of $ 100,000 which accrued interest at the rate of 15 % per annum and matured

on March 31, 2020.

On April 1, 2020, the Company paid off the November 15, 2019 Lobo Note with the issuance to Lobo of a six-month unsecured

promissory note in the principal amount of $ 100,000 , which accrued interest at the rate of 10 % per annum and matured on October 1, 2020.

On October 1, 2020, the Company paid off the April 1, 2020 note with the issuance of a three-month unsecured promissory note in the principal

amount of $ 100,000 , which bears interest at the rate of 10 % per annum and matured on December 31, 2020.

On January 1, 2021, the Company paid off the October

1, 2020 note with the issuance of a six-month unsecured promissory note in the principal amount of $ 100,000 , which bears interest at the

rate of 10 % per annum and matures on June 30, 2021.

On July 1, 2021, the Company paid off the January

1, 2021 Lobo note with the issuance of a three-month unsecured promissory note in the principal amount of $ 100,000 which accrued interest

at the rate of 10 % per annum and matured on September 30, 2021.

On October 1, 2021, the Company paid off the July 1, 2021 Lobo Note with

the issuance of a one-month unsecured promissory note in the principal amount of $ 100,000 , which accrued interest at the rate of 10 % per

annum and matured on November 1, 2021.

1, 2021, the Company paid Lobo $ 100,877 of principal and accrued interest in full satisfaction of the amounts due to Lobo under the one-month

unsecured promissory note dated October 1, 2021, between the Company and Lobo, and the Lobo Note was extinguished.

Interest expense for the Lobo Note totaled approximately

$ 8,300 during the year ended December 31, 2021.

Protection Program Loans

April 17, 2020, the Company received proceeds of $ 344,762 and

issued an unsecured promissory note to US Century Bank in the principal amount of $ 344,762 in

connection with the Payroll Protection Program of the CARES Act (“PPP Loan”).

The note accrues interest at 1 %

per annum, matures two years from the date of issuance and is fully guaranteed by the Small Business Administration

(“SBA”) and may be forgiven provided certain criteria are met.

The Company is required to make monthly payments of

approximately $ 19,401 beginning

November 17, 2020.

In September 2020, the Company applied for the loan forgiveness by SBA through US Century Bank for the full

amount which was granted on November 16, 2020.

March 2, 2021, the Company received proceeds of $ 371,944 and issued an unsecured promissory note to US Century in the principal amount

4 unchanged sentences

was granted in October 2021 and was recognized as other income in the consolidated statement of operations for the year ended December

Business Combination

of Taste of BC Aquafarms

16 unchanged sentences

following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities

The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed

are provisional.

Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts

and circumstances that existed at the acquisition date.

assumed, including goodwill.

of Fair Value of Assets Acquired and Liabilities Assumed

12 unchanged sentences

time of closing which was determined to be $ 2.00 , based on the Company’s private placement offering price.

assumed included three mortgage loans of approximately CAD$ 490,000 which were paid off by the Company on July 9, 2021.

The Company has

one commercial loan outstanding for CAD$ 60,000 which is due on December 31, 2025.

assumed included three mortgage loans of approximately CAD$ 490,000

which were paid off by the Company on July 9,

The Company has one commercial loan outstanding for CAD$ 60,000

which is due on December 31, 2025.

Forma Information

following pro forma information assumes the business acquisition occurred on January 1, 2020.

For all of the business acquisitions, depreciation

and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs.

following pro forma information assumes the TOBC acquisition occurred on January 1, 2021.

For the TOBC acquisition,

depreciation and amortization has been included in the calculation of the below pro forma information based upon the actual

acquisition costs.

of Proforma Information

1 unchanged sentence

December 31, 2021

For the year ended

December 31, 2020

Net loss attributable to common shareholders

$ ( 3,102,683 )

$ ( 4,721,865 )

Basic and diluted loss per share

information included in the pro forma amounts is derived from historical information obtained from the Sellers of the business.

information included in the pro forma amounts is derived from historical information obtained from the Sellers of TOBC.

of Gault Seafood

February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood and Robert J.

Gault II pursuant to which Coastal

Pride acquired all of Gault Seafood’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab

operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab operations.

Coastal Pride did not assume any liabilities in connection with the acquisition.

The purchase price for the assets consisted of a cash

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

acquisition was accounted for as an asset acquisition.

Value of Consideration Transferred and Recording of Assets Acquired

following table summarizes the acquisition date fair value of the consideration paid and identifiable assets acquired.

of Fair Value of Assets Acquired and Liabilities Assumed

Consideration Paid:

Common stock,

167,093 shares of common stock of the Company

Transaction costs

Fair value of total consideration

Purchase Price Allocation:

Fixed assets acquired

Customer relationships

Fair market value of net assets acquired

Stockholders’ Equity

14 unchanged sentences

of common stock were authorized for issuance to the stockholders in accordance with the terms of the Certificate of Designation for the

Series A Stock on March 31, 2020, June 30, 2020, September 29, 2020, and December 31, 2020.

The dividends resulted in the issuance of

an aggregate of 52,286 shares of common stock with a value of $ 113,040 .

On March 31, 2021, the Company issued 11,975 shares of common

stock to Series A preferred stockholders as a common stock dividend for the quarter ended March 31, 2021.

Series A Stock.

On March 31, 2021, the Company issued 11,975 shares of common stock to Series A preferred stockholders as a common stock

dividend for the quarter ended March 31, 2021.

Each share of Series A Stock is convertible at any time and in the sole discretion of the holder, into shares of common stock at

5 unchanged sentences

1,413 shares of Series A Stock.

Company is authorized to issue 100,000,000 shares of common stock at a par value of $ .0001 and had 24,671,318 and 19,580,721 shares of

common stock issued and outstanding as of December 31, 2021 and 2020, respectively.

May 27, 2020, the Company issued 5,000 shares of common stock at $ 2.00 per share in a private placement offering.

May 27, 2020, the Company issued 1,021,266 shares of common stock to Kenar at $ 2.60 per share as a forbearance fee.in connection with

Kenar’s agreement to amend its outstanding promissory note.

Company is authorized to issue 100,000,000 shares of common stock at a par value of $ 0.0001 and had 26,766,425 and 24,671,318 shares

of common stock issued and outstanding as of December 31, 2022 and 2021, respectively.

July 1, 2020, the Company entered into an investment banking engagement agreement, as amended on October 30, 2020, with Newbridge Securities

3 unchanged sentences

of $ 69,000 for the year ended December 31, 2021 in connection with these shares.

December 30, 2020, the Company issued 796,650 shares of common stock to John Keeler’s designee as partial payment of outstanding

notes payable totaling to $ 1,593,300 .

of common stock were issued to the Series A preferred stockholders in accordance with the terms of the Certificate of Designation for

the Series A Stock on March 31, 2020, June 30, 2020, September 29, 2020 and December 31, 2020.

The dividends resulted in the issuances

of an aggregate of 52,286 shares of common stock with a value of $ 113,040 during 2020.

the year ended December 31, 2020, the Company issued 115,814 shares of common stock valued at $ 189,000 for legal and consulting fees.

February 8, 2021, the Company issued 25,000 shares of common stock with a fair value of $ 25,250 to an investor relations firm for services

5 unchanged sentences

March 31, 2021, the Company issued 11,975 shares of common stock to Series A preferred stockholders as a common stock dividend with an

aggregate fair value of $ 28,260 for the three months e nd ed March 31, 2021.

aggregate fair value of $ 28,260 for the three months ended March 31, 2021.

April 15, 2021, the Company issued an aggregate of 16,460 shares of common stock to Walter Lubkin Jr., Walter Lubkin III, Tracy Greco

15 unchanged sentences

an aggregate 1,413 shares of Series A preferred stock.

July 21, 2021, the Company entered into a consulting agreement as amended on November 10, 2021, with Intelligent Investments I, LLC (“Intelligent”).

In consideration for consulting services, the Company agreed to issue Intelligent a total of 52,326 shares of common stock with a fair

value of $ 171,106 which is amortized to expense over the term of the agreement.

The Company recognized stock compensation expense of

$ 136,885 for the year ended December 31, 2022 in connection with these shares.

August 3, 2021, the Company issued 5,000 shares of common stock with a fair value of $ 30,000 to an investor relations firm for services

5 unchanged sentences

Such warrant is exercisable on a date which is 180 days from the closing of the underwritten offering and expires on November

November 10, 2021 and December 31, 2021, the Company issued 52,326 and 18,405 shares of common stock, respectively, to Intelligent Investments

I LLC for legal services provided to the Company.

December 31, 2021, the Company issued 18,405 shares of common stock to Intelligent Investments I LLC for legal services provided to the

December 31, 2021, the Company issued 5,000 shares of common stock to TraDigital Marketing Group for consulting services provided to

1 unchanged sentence

each of Timothy McLellan and Trond Ringstad and 19,909 shares of common stock to Jeffrey Guzy for serving as directors of the Company.

the year ended December 31, 2021, we issued an aggregate of 370,750

shares of common stock to investors upon the

exercise of warrants for total proceeds of $ 882,800 .

the year ended December 31, 2021, we issued an aggregate of 370,750 shares of common stock to investors upon the exercise of warrants

for total proceeds of $ 882,800 .

the year ended December 31, 2021, the Company sold pursuant to subscription agreements an aggregate of 1,500,000 shares of common stock

1 unchanged sentence

investors in private offerings for gross proceeds of $ 3 million.

the year ended December 31, 2021 and December 31, 2020, $ 549,231 and $ 139,380 , respectively, in compensation expense was recognized on

January 24, 2022, the Company issued 125,000 shares of common stock to an investor upon the exercise of warrants for total proceeds of

February 3, 2022, the Company issued 167,093 shares of common stock with a fair value of $ 359,250 to Gault Seafood as partial consideration

for the purchase of certain of its assets.

March 31, 2022, the Company issued 15,385 shares of common stock to Intelligent Investments I LLC, with a fair value of $ 30,000 , for

legal services provided to the Company.

March 31, 2022, the Company issued 5,000 shares of common stock with a fair value of $ 9,750 to TraDigital Marketing Group for consulting

services provided to the Company.

April 1, 2022, the Company issued 2,871 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital LLC

(“Clear Think Capital”) for consulting services provided to the Company.

April 4, 2022, the Company issued 9,569 shares of common stock with a fair value of $ 20,000 to SRAX, Inc.

for consulting services provided

to the Company which is amortized to expense over the term of the agreement.

The Company recognized stock compensation expense of $ 15,000

for the year ended December 31, 2022 in connection with these shares.

April 5, 2022, the Company issued an aggregate of 24,816 shares of common stock with a fair value of $ 156,341 to Newbridge Securities

Corporation and its affiliates for consulting services provided to the Company.

May 1, 2022, the Company issued 3,922 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for consulting

services provided to the Company.

June 1, 2022, the Company issued 4,444 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for

consulting services provided to the Company.

June 3, 2022, the Company issued 10,000 shares of common stock with a fair value of $ 13,800 to TraDigital Marketing Group for consulting

services provided to the Company.

June 30, 2022, the Company issued 24,194 shares of common stock to Intelligent Investments I LLC, with a fair value of $ 30,000 , for legal

services provided to the Company.

July 1, 2022, the Company issued 4,839 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for

consulting services provided to the Company.

August 1, 2022, the Company issued 4,615 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for

consulting services provided to the Company.

August 25, 2022, the Company issued 222,222 shares of common stock to Lind, with a fair value of $ 271,111 , in satisfaction of the convertible

promissory note.

September 1, 2022, the Company issued 5,217 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital

for consulting services provided to the Company.

September 26, 2022, the Company issued 222,222 shares of common stock to Lind, with a fair value of $ 176,666 , in satisfaction of the

convertible promissory note.

October 1, 2022, the Company issued 9,524 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for

consulting services provided to the Company.

November 1, 2022, the Company issued 6,593 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital

for consulting services provided to the Company.

December 1, 2022, the Company issued 9,231 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital

for consulting services provided to the Company.

December 21, 2022, the Company issued 222,222 shares of common stock to Lind with a fair value of $ 100,000 , in satisfaction of the convertible

promissory note.

December 31, 2022, the Company issued 62,500 shares

of common stock to each of Nubar Herian and John Keeler, 100,000 shares of common stock to each of Timothy McLellan and Trond Ringstad,

43,403 shares of common stock to each of Juan Carlos Dalto and Silvia Alana and 143,750 shares of common stock to Jeffrey Guzy with a

total fair value of $ 222,222 for serving as directors of the Company.

December 31, 2022, the Company issued an aggregate of 440,572 shares of common stock to Walter Lubkin Jr., Walter Lubkin III, Tracy Greco

and John Lubkin in lieu of $ 176,228 of outstanding principal and interest under promissory notes issued by the Company to them in connection

with the Coastal Pride acquisition.

the years ended December 31, 2022 and December 31, 2021, $ 187,385 and $ 549,231 , respectively, in compensation expense was recognized on

the following:

12 unchanged sentences

during the first year from the date of grant, were issued to the Company’s directors during the year ended December 31, 2021.

options to purchase an aggregate of 176,417 shares of common stock at an exercise price of $ 2.30 , which vest in equal quarterly installments starting on the 48th month through the 60th month

upon meeting certain performance conditions, were issued to an employee of TOBC during the year ended December 31, 2021.

options to purchase an aggregate of 7,013 shares of common stock at an exercise price of

$ 6.00 , which vest in equal monthly installments during the term of the option, were issued

to an officer of the Company during the year ended December 31, 2021.

options to purchase an aggregate of 175,000 shares of common stock at an exercise price of $ 2.00 , which vest in equal monthly installments

during the term of the option, were issued to an officer of the Company during the year ended December 31, 2021.

following table summarizes the assumptions used to estimate the fair value of the stock options granted for the year ended December 31,

2021 since no options were granted for the year ended December 31, 2020:

during the term of the option, were issued to the Company’s directors during the year ended December 31, 2022.

options to purchase 27,552 shares of common stock at an exercise price of $ 0.86 , which vest in equal monthly installments during

the term of the option, were issued to an employee during the year ended December 31, 2022.

options to purchase 5,696 shares of common stock at an exercise price of $ 0.79 , which vest in equal monthly installments during the

term of the option, were issued to an employee during the year ended December 31, 2022.

following table summarizes the assumptions used to estimate the fair value of the stock options granted for the years ended December

31, 2022 and 2021:

of Fair Value of Stock Options

1 unchanged sentence

Risk Free Interest Rate

2.87 % – 4.27 %

0.90 % – 1.69 %

Expected life of options

the Black-Scholes option pricing model, the fair value of the 683,430 options granted during the year ended December 31, 2021 was estimated

at $ 1,251,598 on the date of grant.

For the years ended December 31, 2021 and 2020, the unrecognized portion of the expense remaining

outstanding was $ 823,670 and $ 327,852 , respectively.

The weighted average period of unrecognized stock options compensation that is expected

to be recognized as expense is approximately 7 years.

During the year ended December 31, 2021, an aggregate of 85,000 shares subject

to options were forfeited, 12,500 shares were vested, which resulted in a reversal of the expense of $ 13,580 .

the Black-Scholes option pricing model, the fair value of the options to purchase an aggregate of 683,430 shares of common stock granted

during the year ended December 31, 2021 was estimated at $ 1,251,598 on the date of grant.

For the year ended December 31, 2021, the unrecognized

portion of the expense remaining outstanding was $ 823,670 .

The weighted average period of unrecognized stock options compensation that

is expected to be recognized as expense is approximately 7 years.

During the year ended December 31, 2021, an aggregate of 85,000 shares

subject to options were forfeited, 12,500 shares were vested, which resulted in a reversal of the expense of $ 13,580 .

April 20, 2022, the Company’s existing directors and two newly appointed directors each entered into a one-year director service

agreement with the Company, which will automatically renew for successive one-year terms unless either party notifies the other of its

desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless earlier terminated in accordance

with the terms of the agreement.

As compensation for serving on the Board of Directors, each director will be entitled to a $ 25,000 annual

stock grant and for serving on a Committee of the Board, an additional $ 5,000 annual stock grant, both based upon the closing sales price

of the common stock on the last trading day of the calendar year.

Each director who serves as chairman of the Audit Committee, Compensation

Committee and Nominating and Governance Committee will be entitled to an additional $ 15,000 , $ 10,000 and $ 7,500 annual stock grant, respectively.

As additional consideration for such Board service, on April 20, 2022, each director was granted a five-year option to purchase 25,000

shares of the Company’s common stock at an exercise price of $ 2.00 per share, which shares will vest in equal quarterly installments

of 1,250 shares during the term of the option.

The agreement also includes customary confidentiality provisions and one-year non-competition

and non-solicitation provisions.

September 16, 2022, the Company granted an employee a three -year option to purchase 27,552 shares of common stock at an exercise price

of $ 0.86 which vests in equal monthly installments during the term of the option.

November 22, 2022, the Company granted an employee a three -year option to purchase 5,696 shares of common stock at an exercise price

of $ 0.79 which vests in equal monthly installments during the term of the option.

the Black-Scholes option pricing model, the fair value of the 175,000 options, 27,552 options and 2,696 options granted during the year

ended December 31, 2022 is estimated at $ 84,334 , $ 8,409 and $ 1,615 , respectively, on the date of grant using the following assumptions:

stock price of $ 1.57 , $ 0.86 and $ 0.79 at the grant date, exercise price of the option, option term, volatility rate of 39.23 %, 46.72 %

and 46.72 % and risk-free interest rate of 2.87 %, 3.81 % and 4.27 %, respectively.

The unrecognized portion of the expense remaining at

December 31, 2022 is $ 72,620 , $ 7,600 and $ 1,558 , respectively, which is expected to be recognized to expense over a period of three years .

following table represents option activity for the years ended December 31, 2022 and 2021:

10 unchanged sentences

Exercisable - December 31, 2022

the year ended December 31, 2022, the Company determined that the five -year option to purchase 176,417 shares of common stock at an exercise

price of $ 2.30 granted to an employee of TOBC in 2021 does not meet the vesting requirements pursuant to the terms of the option grant

and accordingly, reversed the expense recorded of approximately $ 76,400 and $ 79,023 for the years ended December 31, 2022 and 2021, respectively.

non-vested options outstanding are 339,878 and 998,431 for the years ended December 31, 2022 and 2021, respectively.

8 unchanged sentences

Exercisable – December 31, 2022

of December 31, 2021, the Company issued warrants to purchase an aggregate of 1,500,000

shares at an exercise price of $ 2.00

per share in a private offering to seventy-seven

accredited investors that expire in June 2024.

The Company also issued a warrant to purchase an aggregate of 56,000

shares of common stock at an exercise price of

per share to Newbridge.

Such warrant is exercisable

on a date which is 180 days from the closing of the offering November 5, 2021 and expires on November 5, 2024.

The Company issued

353,250 shares at an exercise price of $ 2.40 and 17,500 shares at an exercise price of $ 2.00 to investors upon the exercise of warrants.

the year ended December 31, 2020, the Company did not have any warrant activity.

of December 31, 2021, the Company issued warrants to purchase an aggregate of 1,500,000 shares at an exercise price of $ 2.00 per share

in a private offering to seventy-seven accredited investors that expire in June 2024.

The Company also issued a warrant to purchase an

aggregate of 56,000 shares of common stock at an exercise price of $ 5.00 per share to Newbridge.

Such warrant is exercisable on a date

which is 180 days from the closing of the offering November 5, 2021 and expires on November 5, 2024.

The Company issued 353,250 shares

at an exercise price of $ 2.40 and 17,500 shares at an exercise price of $ 2.00 to investors upon the exercise of warrants.

January 24, 2022, in connection with the issuance of the $ 5,750,000 promissory note to Lind pursuant to a securities purchase agreement,

the Company issued Lind a five -year warrant to purchase 1,000,000 shares of common stock at an exercise price of $ 4.50 per share.

warrant provides for cashless exercise and full ratchet anti-dilution if the Company issues securities at less than $ 4.50 per share.

Under the Black-Scholes pricing model, the fair value of the warrant issued to purchase 1,000,000 shares of common stock was estimated

at $ 1,412,213 on the date of issuance using the following assumptions:

stock price of $ 3.97 at the date of the agreement, exercise price

of the warrant, warrant term, volatility rate of 43.21 % and risk-free interest rate of 1.53 % from the Department of Treasury.

fair value of $ 1,035,253 was calculated using the net proceeds of the convertible note and accounted for as paid in capital.

the year ended December 31, 2022, the Company issued 125,000 shares of common stock at an exercise price of $ 2.00 to an investor upon

exercise of a warrant.

income tax expense differs from the statutory federal rates of 21% for the years ended December 31, 2022 and 2021 due to the following:

9 unchanged sentences

Change in valuation allowance

Income Tax Provision/(Benefit)

components of the net deferred tax asset at December 31, 2022 and 2021, are as follows:

of Deferred Income Tax Assets

of Deferred Income Tax Asset

Deferred Tax Assets

Charitable Contribution Carryforward

Inventory Reserve

Business Interest Limitation

Stock based compensation

Federal Net Operating loss

State Net Operating Loss

Net Operating loss carryovers

Non-Capital Losses

Net Deferred Tax Asset/(Liability)

3 unchanged sentences

Net Deferred Tax Asset/(Liability)

periods for all fiscal years after 2018 remain open to examination by the federal and state taxing jurisdictions to which the Company

As of December 31, 2021, the Company has federal net operating loss of $ 3,054,257 to carry forward indefinitely.

periods for all fiscal years after 2018 remain open to examination by the federal and state taxing jurisdictions to which the

Company is subject.

As of December 31, 2022, the Company has cumulative net federal and state operating losses of $ 8,984,664

and $ 4,668,349 , respectively.

740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that

11 unchanged sentences

Company leased its Miami office and warehouse facility from JK Real Estate, a related party through common family beneficial ownership.

The lease which had a 20 -year

term, expiring in July 2021

was terminated on December 31, 2020, upon the sale of the facility.

The Company was a guarantor of the mortgage on the facility which had a zero

balance at December 31, 2020.

Therefore, the

Company did not record any liability related to the mortgage in the consolidated financial statements as the Company will not be called

upon to perform under any guarantee, in accordance with ASC 460, Guarantees .

In connection with the sale, the Company retained

approximately 4,756 square

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

On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for

its executive offices with an unrelated third party.

The Company has paid $ 11,600

to date under this lease.

Company leases approximately 1,100

square feet in Beaufort South Carolina for

the offices of Coastal Pride.

This office space consists of two leases with related parties that expire 2024.

On February 3, 2022, in

connection with the acquisition of certain assets of Gault, the Company entered into a one -year lease agreement for 9,050 square

feet from Gault in Beaufort, South Carolina for $ 1,000

per month until a new facility is completed.

facilities are on land leased to TOBC for approximately $ 2,500

per month plus taxes from Steve and Janet Atkinson,

the former TOBC owners that expired in December 2021.

As of March 31, 2022, renewal of this lease has not been finalized and no rent

payments have been made.

The lease which had a 20 -year term, expiring in July 2021 was terminated on December 31, 2020, upon the sale of the facility to an unrelated

In connection with the sale, the Company retained approximately 4,756 square feet of such space, rent-free for 12 months.

On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third

The Company has paid $ 63,800 to date under this lease.

Pride leases approximately 1,100 square feet of office space in Beaufort, South Carolina.

This office space consists of two leases with

related parties that expire 2024.

February 3, 2022, in connection with the acquisition of certain assets of Gault, the Company entered into a one -year lease agreement

for 9,050 square feet from Gault in Beaufort, South Carolina for $ 1,000 per month until a new facility is completed.

On February 3, 2023,

the lease with Gault was renewed for $ 1,500 per month until February 2024.

offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately

$ 2,500 per month plus taxes, from Steve and Janet Atkinson, the former TOBC owners, under a lease that expired December 1, 2021.

1, 2022, TOBC entered into a new five-year lease with Steve and Janet Atkinson for CAD$ 2,590 per month plus taxes and paid CAD$ 23,310

for rent for the year ended December 31, 2022 and an additional five-year lease with Kathryn Atkinson, spouse of TOBC’s President,

for CAD$ 2,370 per month plus taxes and paid CAD$ 21,330 for rent for the year ended December 31, 2022.

Both leases are renewable for two

additional five-year terms.

and equipment lease expenses were approximately $ 168,000 and $ 63,500 for the years ended December 31, 2022 and 2021, respectively.

has reached a settlement agreement with a former employee.

Company has reached a settlement agreement with a former employee.

Although the agreement is not finalized the Company has reserved $ 70,000 ,

22 unchanged sentences

government has made available a booster of the COVID-19 vaccine to continue the fight against the pandemic.

The Company’s sales and supply continue to be adversely affected due to COVID-19 and plans continue to be developed to ensure a

prompt response is given to address the effects of the pandemic.

The Company’s sales and supply were adversely affected due to COVID-19, during 2021 and 2022.

recognized impairment losses on goodwill and long-lived assets for Coastal

Pride and TOBC due to the lower forecasted revenues and gross losses recognized in the year ended December 31, 2022 as a result of the effect of the

COVID-19 pandemic on the Company’s business.

Employee Benefit Plan

3 unchanged sentences

Subsequent Events

January 24, 2022, the Company issued a total of 125,000 shares of common stock to investors upon the exercise of warrants for total proceeds

of $ 250,000 .

Seafood Asset Acquisition

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

company (the “Seller”), and Robert J.

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

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

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

Coastal Pride did not assume

any liabilities in connection with the acquisition.

The purchase price for the assets consisted of cash in the amount of $ 359,250 and

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

Such shares are subject to a leak-out agreement

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

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

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

Gault also agreed not to compete

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

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

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

The consulting agreement may be terminated by either

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

connection with the asset acquisition, Coastal Pride will lease 9,050 square feet from Gault for $ 1,000

per month under a one-year lease agreement and

will continue to operate the acquired soft shell crab operations at such location in Beaufort, South Carolina unless a new facility is

earlier completed.

January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party.

The Company has paid $ 11,600

to date on this lease.

and Greco Notes – Subordinated

February 1, 2022, principal outstanding amounts and accrued interest of up to $ 66,553 under the subordinated note with Walter Lubkin

Jr., and the subordinated convertible notes with Walter Lubkin III, Tracy Greco and John Lubkin were paid off by the Company.

Global Fund II LP investment

January 24, 2022, we entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”),

pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of

$ 5,750,000 and a five-year warrant to purchase 1,000,000 shares of common stock of the Company at an exercise price of $ 4.50 per share,

subject to customary adjustments.

The warrant provides for cashless exercise and for full ratchet anti-dilution if the Company issues

securities at less than $ 4.50 per share.

In connection with the issuance of the note and the warrant, the Company paid a $ 150,000 commitment

outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $ 333,333 , at the

Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five

lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $ 1.50 per

share (the “Floor Price”), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed

to be the Floor Price, then in addition to

the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the note.

connection with the issuance of the note, the Company granted Lind a first priority security interest and lien on all of its assets,

including a pledge on its shares in John Keeler & Co.

Inc., its wholly-owned subsidiary, pursuant to a security agreement and a stock

pledge agreement with Lind, dated January 24, 2022.

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

all of its respective assets.

note is mandatorily payable prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note)

or, if the Company or its subsidiaries issues any indebtedness other than certain amounts under the current line of credit facility with

Lighthouse Financial Corp.

The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based

on a discount to the trading prices of the Company’s stock or to grant an investor the right to receive additional securities based

on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions.

on the earlier of July 24, 2022 or the effectiveness of the registration statement covering Lind’s shares, if the Company fails

to maintain the listing and trading of its common stock, the note will become due and payable and Lind may convert all or a portion of

the outstanding principal at the lower of the then current conversion price and 80 % of the average of the 3-day VWAP during the 20 days

prior to delivery of the conversion notice.

a resale registration statement is not effective covering the shares of common stock issuable to Lind in 180 days following January 24,

2022, the note will be in default.

Lind was also granted piggyback registration rights.

the Company engages in capital raising transactions, Lind has the right to purchase up to 10 % of the new securities.

note is convertible into common stock at $ 5.00 per share, subject to certain adjustments, at any time after the earlier of six months

from issuance or the date the registration statement is effective;

provided that no such conversion may be made that would result in

beneficial ownership by Lind and its affiliates of more than 4.99 % of the Company’s outstanding shares of common stock.

are issued by the Company at less than the conversion price, the conversion price will be reduced to such price.

a change of control of the Company, as defined in the note, Lind has the right to require the Company to prepay 10 % of the outstanding

principal amount of the note.

Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25 % of the principal amount of the note

at a price per share equal to the lesser of the Repayment Share Price or the conversion price.

Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing,

sale of assets, loans and exchange offers.

an event of default as described in the note, the note will become immediately due and payable at a default interest rate of 125 % of

the then outstanding principal amount.

Upon a default, all or a portion of the outstanding principal amount may be converted into shares

of common stock by Lind at the lower of the conversion price and 80 % of the average of the three lowest daily VWAPs.

January 2023, the Company sold an aggregate of 474,106 shares

of common stock for net proceeds of $ 182,982 in

an “at the market” offering pursuant to a sales agreement between the Company and Roth Capital Partners, LLC.

31, 2023, 151,284

of shares were repurchased back from Roth for $ 76,463 .

The offering was terminated on February 2, 2023.

On January 31, 2023, the Company issued

1,273,408 shares of common stock to Lind with a fair value of $ 662,172 as payment of $ 340,000 of

note principal due on the convertible promissory note.

February 10, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.

(the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter, in a firm commitment public offering,

(i) 8,200,000 shares of common stock for a public offering price of $ 0.20 per share and (ii) pre-funded warrants (the “Pre-funded

Warrants”) to purchase 800,000 shares of common stock (the “Warrant Shares”), for a public offering price of $ 0.199

per Pre-funded Warrant to those purchasers whose purchase of common stock in the offering would otherwise result in the purchaser, together

with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the

Company’s outstanding common stock immediately following the consummation of the offering.

The Company also granted the Underwriter

an over-allotment option to purchase up to 1,350,000 shares of common stock.

The Pre-funded Warrants have an exercise price of $ 0.001

The Pre-funded Warrants were issued in registered form under a warrant agent agreement between the Company and VStock Transfer,

LLC as the warrant agent.

offering closed on February 14, 2023 with gross proceeds to the Company of approximately $ 1.8 million, before deducting underwriting

discounts and other estimated expenses payable by the Company.

The offering consisted of 9,000,000 shares of common stock and Pre-funded

Warrants to purchase common stock at a price of $ 0.20 per share (or $ 0.199 per Pre-funded Warrant after reducing $ 0.001 attributable

to the exercise price of the Pre-funded Warrants).

2023, the Company issued an aggregate of 6,197,240

shares of common stock to Lind with a fair value of $ 1,081,058 as payment of $ 754,800

of note principal due on the convertible promissory note.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data