What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-04-17 · 987 added, 1088 removed, 395 unchanged (84% of the section changed)

13 unchanged sentences

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.

and its subsidiaries (collectively, the

“Company”) as of December 31, 2023 and 2022, 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, 2023 and 2022, 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

Concern Matter

27 unchanged sentences

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters

MaloneBailey, LLP

www.malonebailey.com

have served as the Company’s auditor since 2014.

Blue Star Foods Corp.

CONSOLIDATED BALANCE SHEETS

We have served as the Company’s auditor since 2014.

Houston, Texas

April 1, 2024

Star Foods Corp.

BALANCE SHEETS

DECEMBER 31, 2023

2 unchanged sentences

Cash and cash equivalents

Accounts receivable, net

Accounts receivable, net of allowances and credit losses of $ 31,064 and $ 22,725

Inventory, net

Advances to related parties

Advances to related party

Other current assets

3 unchanged sentences

RIGHT OF USE ASSET

INTANGIBLE ASSETS, net

Customer relationships

Non-compete agreements

Total Intangible Assets

ADVANCES TO RELATED PARTY

2 unchanged sentences

Accounts payable and accruals

Customer refunds

Working capital line of credit

4 unchanged sentences

Related party notes payable - subordinated

Derivative liability

Warrants liability

Other current liabilities

15 unchanged sentences

( 29,339,120 )

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY

Treasury stock, 7,564 shares as of December 31, 2023 and 0 shares as of December 31, 2022

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 1,245,723 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

Star Foods Corp.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Year Ended December 31

COST OF REVENUE

GROSS (LOSS) PROFIT

GROSS PROFIT (LOSS)

SALARIES AND WAGES

5 unchanged sentences

( 11,613,983 )

LOSS ON CONVERSION OF DEBT

LOSS ON SETTLEMENT OF DEBT

CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES

INTEREST EXPENSE

2 unchanged sentences

( 4,471,612 )

DIVIDEND ON PREFERRED STOCK

( 13,194,969 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

4 unchanged sentences

COMPREHENSIVE LOSS

COMPREHENSIVE LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP.

( 4,415,754 )

3 unchanged sentences

Weighted average common shares outstanding - basic and diluted

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

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDED DECEMBER 31, 2022

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

Star Foods Corp.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

ENDED DECEMBER 31, 2023 AND 2022

Series A Preferred Stock $.0001 par value

6 unchanged sentences

Stock based compensation

Common stock issued to settle related party interest

Common stock issued for cash

Warrants issued on long-term debt

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 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 )

Comprehensive loss

Cumulative translation adjustment

December 31, 2022

( 29,339,120 )

( 1,245,723 )

( 29,339,120 )

( 1,245,723 )

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

Common stock issued for cash and exercise for warrants

Common stock issued to settle related party notes payable

Common stock issued to settle subordinated related party note

Treasury Stock

( 4,471,612 )

4 unchanged sentences

$ ( 179,995 )

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

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

( 33,810,732 )

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

Star Foods Corp.

STATEMENTS OF CASH FLOWS

Year Ended December 31

5 unchanged sentences

Common stock issued for service

PPP loan forgiveness

Impairment of goodwill

4 unchanged sentences

Amortization of debt discounts

Allowance for inventory obsolescence

Loss on settlement of debt

Lease expense

1 unchanged sentence

Bad debt expense

Credit loss expense

Gain on revaluation of fair value of derivative and warrant liabilities

Changes in operating assets and liabilities:

3 unchanged sentences

Other current assets

( 3,512,928 )

Right of use liability

Accounts payable and accruals

( 1,737,997 )

Customer refunds

Deferred income

5 unchanged sentences

Net cash paid for acquisition

Proceeds from sale of fixed assets

Purchases of fixed assets

2 unchanged sentences

Proceeds from common stock offering

Proceeds from common stock offering – prefunded warrants

Proceeds from common stock warrants exercised

Proceeds from working capital line of credit

Proceeds from PPP loan

Proceeds from short-term loan

Proceeds from convertible debt

2 unchanged sentences

( 13,144,141 )

Repayments of short-term loan

Principal payments of convertible debt

( 2,007,435 )

Repayments of related party notes payable

( 1,118,888 )

Principal payments of long-term debt

Repayments of related party notes payable

Purchase of treasury stock

Payment of loan costs

1 unchanged sentence

Effect of Exchange Rate Changes on Cash

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS

( 1,146,251 )

1 unchanged sentence

CASH AND CASH EQUIVALENTS – END OF PERIOD

Supplemental Disclosure of Cash Flow Information

Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES

Common stock issued to settle payable and accrued interest

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

Operating lease assets recognized in exchange for operating lease liabilities

2 unchanged sentences

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

Common stock issued for acquisition

Related party notes recognized from business acquisition

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

Derivative liability recognized on issuance of convertible note

Warrant liability recognized on issuance of convertible note

Common stock issued to settle subordinated related party note

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

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 and 2022

Company Overview

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.

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.

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 J.

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 8,355 shares of common stock of the Company with a fair value of $ 359,250 .

shares are subject to a leak-out agreement pursuant to which Gault Seafood may not sell or otherwise transfer the shares until February

June 9, 2023, the Company amended its Certificate of Incorporation to affect a one-for-twenty reverse stock split (“Reverse Stock

Split”), which became effective on June 21, 2023.

All share and per share amounts have been restated for all periods presented

to reflect the Reverse Stock Split.

Summary of Significant Accounting Policies

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.

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, 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.

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.

a wholly owned subsidiary.

All intercompany balances and transactions have been eliminated in consolidation.

and Other Intangible Assets

Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,”

where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on

their estimated fair values.

The purchase price is allocated using the information currently available, and may be adjusted, up to one

year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed, and

revisions to preliminary estimates.

The purchase price in excess of the fair value of the tangible and identified intangible assets acquired

less liabilities assumed is recognized as goodwill.

Company reviews its 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.

impairment was recognized for the year ended December 31, 2023.

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 ,

An impairment of $ 1,244,309 related to Coastal Pride and TOBC was recognized for the year ended December 31, 2022.

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 disposal.

impairment was recognized for the year ended December 31, 2023.

An impairment loss on customer relationships, trademarks,

non-compete agreements and fixed assets of $ 1,595,677 ,

$ 1,006,185 ,

and $ 1,873,619 ,

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.

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

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.

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, 2023 and 2022, 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.

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.

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

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

They are stated at estimated net realizable

As of December 31, 2023, and 2022, the Company recorded sales return, allowances, discounts and refund liability of approximately

$ 265,700 and $ 94,000 , respectively.

There was no allowance for bad debt recorded during the years ended December 31, 2023 and 2022.

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.

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.

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:

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.

The Company recorded an inventory allowance of $ 176,000 for the year ended December 31, 2023.

Company’s inventory as of December 31, 2023 and December 31, 2022 consists of:

December 31, 2023

5 unchanged sentences

Inventory, net

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:

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, 2023, and December 31, 2022, the balance due from Bacolod for future shipments was approximately $ 1,300,000 .

No new purchases

have been made from Bacolod since November 2020.

There was no cost of revenue related to inventories purchased from Bacolod recorded

for the years ended December 31, 2023 and 2022.

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

Furniture and fixtures

7 to 10 years

Computer equipment

Warehouse and refrigeration equipment

Leasehold improvements

Trade show booth

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.

and refrigeration equipment

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.

No impairment

was recorded related to fixed assets as of December 31, 2023.

For the year ended December 31, 2022, an impairment was recorded related to Coastal Pride and TOBC’s fixed assets of

$ 1,873,619 .

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 manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities.

focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when

the Company exchanges one currency for another.

The Company’s operations primarily utilize the U.S.

dollar and Canadian dollar

as its functional currencies.

Movements in foreign currency exchange rates affect its financial statements.

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

TOBC’s revenue and expenses were translated into U.S.

Dollars at the average rates that prevailed during the period.

The rate used in the financial statements for TOBC as presented

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

The rate used in the financial statements for TOBC as presented for December

31, 2023 was 0.74 Canadian Dollars to U.S.

Dollars and for December 31, 2022 was 0.80 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.

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 $ 55,900 and $ 60,100 for

the years ended December 31, 2023 and December 31, 2022, 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 and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in

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,

The Company also sells its 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.

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.

The Company 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.

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, net.

All other leases are categorized as operating leases.

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.

The Company did

not have any finance leases as of December 31, 2023.

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 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

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.

table below presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2023.

Schedule of Lease-related Assets and Liabilities

3 unchanged sentences

Operating lease liabilities

Supplemental cash flow information related to leases

were as follows:

cash flow information related to leases were as follows:

Schedule of Supplemental Cash Flow Information Related to Leases

4 unchanged sentences

Operating leases

The table below presents the remaining lease term

and discount rates for operating leases.

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

Schedule of Remaining Lease Term and Discount Rates for Operating Leases

December 31, 2022

Weighted-average remaining lease term

Operating leases

Weighted-average discount rate

Operating leases

Maturities of lease liabilities as of December 31,

2022, were as follows:

Weighted-average

remaining lease term

Weighted-average

discount rate

of lease liabilities as of December 31, 2023, were as follows:

Schedule of Maturities of Lease Liabilities

5 unchanged sentences

Non-current obligations

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.

Company expenses the costs of advertising as incurred.

Advertising expenses which are included in Other Operating Expenses were approximately

$ 4,500 and $ 5,400 , for the years ended December 31, 2023 and 2022, respectively.

preparation of financial statements in conformity with U.S.

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.

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 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

Concentration

Company had sixteen customers which accounted for approximately 52 % of revenue during the year ended December 31, 2023.

Two customers

accounted for 22 % of revenue during the year ended December 31, 2023.

Company had nine customers which accounted for approximately 59 % of revenue during the year ended December 31, 2022.

One customer accounted

for 36 % of revenue during the year ended December 31, 2022.

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

Concentration

Company had four major suppliers located in the United States, Canada and China which accounted for approximately 82 %

of the Company’s total purchases during the year ended December 31, 2023.

The Company’s largest supplier is located in Miami

and accounted for 35 % of the Company’s total purchases in the year ended December 31, 2023.

Company had five major suppliers located in the United States, Indonesia, Vietnam and China 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.

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 have the ability to

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.

Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative

liabilities and warrant liabilities.

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.

The derivative liability is the embedded

conversion feature on the 2023 Lind convertible note.

All derivatives and warrant liabilities are recorded at fair value.

in fair value for derivatives and warrants liabilities is recognized in earnings.

The Company’s derivative and warrant liabilities

are measured at fair value on a recurring basis as of December 31, 2023.

The 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.

Schedule of Derivative and Warrant Liabilities Measured at Fair Value

December 31, 2023

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

Fair Value Measurement using Fair Value Hierarchy

Derivative liability on convertible debt

Warrant liability

table below presents the change in the fair value of the derivative liability convertible debt and warrant liability for the year ended

December 31, 2023:

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.

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.

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.

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

Derivative liability balance, January 1, 2023

Issuance of derivative liability during the period

Change in derivative liability during the period

Derivative liability balance, December 31, 2023

Warrant liability balance, January 1, 2023

Issuance of warrant liability during the period

Settlement of warrant liability

Change in warrant liability during the period

( 3,160,465 )

Warrant liability balance, December 31, 2023

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, warrants and convertible notes for each year.

For the years ended December 31, 2023 and 2022, the following common stock

equivalents were excluded from the calculation of diluted earnings per share as their impact would be anti-dilutive due to the Company’s

of anti dilutive earnings or loss per share

Year ended December 31, 2023

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

In June 2016, the FASB issued ASU No.

Year ended December 31, 2022

Convertible Notes

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.

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, 2023, and 2022, there was approximately $ 83,000

and $ 67,000 ,

respectively, in interest paid to related parties notes payable.

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, 2023 or

Accounting Pronouncements

2016-13 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

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

Instrument-Credit Losses.

June 2016, the FASB issued ASU No.

2016-13, 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 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

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.

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 adopted this ASU related

to its trade receivables on January 1, 2023 and determined there was no material impact from the adoption of the ASU on the Company’s

consolidated financial statements.

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.

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

Company incurred a net loss of $ 4,471,612 , has an accumulated deficit of $ 33,810,732 and working capital surplus of $ 899,215 , inclusive

of $ 165,620 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 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

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

current assets totaled $ 833,472

and $ 671,933 for the

years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, approximately $ 136,000

and $ 158,000 of the balance was related to prepaid inventory to the Company’s suppliers and prepaid legal fees,

respectively.

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

Fixed Assets, Net

Fixed assets comprised the following at December 31:

of Fixed Assets

assets comprised the following at December 31:

Schedule of Fixed Assets

Computer equipment

Leasehold improvements

Building improvements

Accumulated depreciation and impairment

1 unchanged sentence

Fixed assets, net

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

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

the years ended December 31, 2023 and 2022, depreciation expense totaled approximately $ 4,500

and $ 231,000 ,

respectively.

Goodwill and Intangible Assets, Net

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.

following table sets forth the changes in the carrying amount of the Company’s goodwill for the year ended December 31, 2022.

goodwill and intangible assets were recognized for the year ended December 31, 2023.

Balance, January 1

2 unchanged sentences

Balance, December 31

The following table sets forth the components of the

Company’s intangible assets at December 31, 2022:

following table sets forth the components of the Company’s intangible assets at December 31, 2022:

of Intangible Assets

12 unchanged sentences

$ ( 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

Intangible Assets Subject to amortization

Trademarks – Coastal Pride

$ ( 118,050 )

Trademarks – TOBC

Customer Relationships – Coastal Pride

Customer Relationships – TOBC

Non-Compete Agreements – Coastal Pride

Non-Compete Agreements – TOBC

$ ( 784,885 )

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

and $ 245,000 ,

the years ended December 31, 2023 and 2022, amortization expense of intangible assets totaled approximately $ 0 and $ 315,000 , respectively.

Debt and Derivatives

Capital Line of Credit

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 were evidenced by a revolving

credit note issued to Lighthouse by the Borrowers.

advance rate of the revolving line of credit was 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 could never exceed 50% of the outstanding balance.

Interest on the line of credit was the prime

rate (with a floor of 3.25%), plus 3.75% which increased to 4.75% in 2022.

The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667

in March, April and May 2021 and 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.

line of credit was 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.

the year ended December 31, 2022, 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 .

June 16, 2023, the Company terminated the Loan Agreement and paid a total of approximately $ 108,400 to Lighthouse which included, as

of June 16, 2023, an outstanding principal balance of approximately $ 93,400 , accrued interest of approximately $ 9,900 , and other fees

incurred in connection with the line of credit of approximately $ 4,900 .

Upon the repayment of the total outstanding indebtedness owing

to Lighthouse, the Loan Agreement and all other related financing agreements and documents entered into in connection with the Loan Agreement

were deemed terminated.

Keeler Promissory Notes – Subordinated

Company had unsecured promissory notes outstanding to John Keeler of $ 165,620 and $ 893,000 as of December 31, 2023 and

2022, respectively.

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.

These notes are payable on demand and bear an annual interest rate of 6 %.

Since March 31, 2021, these notes are subordinated

to the Lighthouse note.

The Company made principal payments during the year ended December 31, 2023 and 2022 of $ 157,380 and $ 67,000 ,

respectively.

During the year ended December 31, 2023, the Company issued 3,958,333 shares of its common stock to settle $ 570,000

principal of the subordinated notes.

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

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

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

The note is payable

quarterly in 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 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.

the year ended December 31, 2023, $ 250,000

of the outstanding principal was paid in shares

of common stock of the Company.

expense for the note totaled approximately $ 14,100 and $ 18,000 during the year ended December 31, 2023 and December 31, 2022, respectively.

of December 31, 2023 and December 31, 2022, the outstanding principal balance on the note totaled $ 100,000 and $ 350,000 , respectively.

Global Fund II LP notes

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 Lind a secured, two-year, interest free convertible promissory note in the

principal amount of $ 5,750,000 (the “2022 Lind Note) and a five -year warrant to purchase 1,000,000 shares of common stock at an

exercise price of $ 4.50 per share, subject to customary adjustments ( 50,000 shares of common stock at an exercise price of $ 90 per share

after taking into account the Company’s Reverse Stock Split).

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

if the Company issues securities at less than $ 4.50 per share (exercise price of $ 90 per share after taking into account the Company’s

Reverse Stock Split).

In connection with the issuance of the 2022 Lind Note and the warrant, the Company paid a $ 150,000 commitment fee

to Lind and $ 87,144 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 $ 643,777 and $ 1,378,620 for the year ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and December 31, 2022, the unamortized discount on the 2022 Lind Note was $ 0

and $ 643,777 , respectively.

outstanding principal under the 2022 Lind 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”) (floor price of $30 per share after taking into account the Company’s Reverse Stock

Split), 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 2022

connection with the issuance of the 2022 Lind Note, the Company granted Lind a first priority security interest and lien on all of its

assets, including a pledge of its shares in Keeler & Co., pursuant to a security agreement and a stock pledge agreement with Lind,

dated January 24, 2022 (the “2022 Security Agreement).

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

in all of its respective assets.

2022 Lind 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.

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 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.

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.

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

2022 Lind Note is convertible into common stock at $ 5.00 per share ($ 100 per share after taking into account the Company’s Reverse

Stock Split), subject to certain adjustments, on April 22, 2022;

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.

a change of control of the Company, as defined in the 2022 Lind Note, Lind has the right to require the Company to prepay 10% of the

outstanding principal amount of the 2022 Lind Note.

The Company may prepay the outstanding principal amount of the note, provided Lind

may convert up to 25% of the principal amount of the 2022 Lind Note at a price per share equal to the lesser of the Repayment Share Price

or the conversion price.

The 2022 Lind 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 2022 Lind Note, the 2022 Lind 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,

Protection Program Loans

March 2, 2021, the Company received proceeds of $ 371,944 and issued an unsecured promissory note to US Century in the principal amount

of $ 371,944 in connection with a CARES Act Payroll Protection Program (“PPP Loan”).

The note accrues interest at 1.0 % per

annum, matures five years from the date of issuance and is fully guaranteed by the SBA and may be forgiven provided certain criteria

In September 2021, the Company applied for the loan forgiveness by the SBA through US Century Bank for the full amount which

was granted in October 2021 and was recognized as other income in the consolidated statement of operations for the year ended December

of Taste of BC Aquafarms

June 24, 2021, the Company consummated the acquisition of TOBC and TOBC became a wholly owned subsidiary of the Company.

The acquisition

was accounted for as a business combination under the provisions of ASC 805.

The aggregate purchase price of CAD$ 5,000,000 was paid as

(i) an aggregate of CAD$ 1,000,000 in cash to the Sellers;

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

to the Sellers;

(iii) 987,741 shares of the Company’s common stock and an aggregate of 344,957 shares of the Company’s common

stock were issued on August 3, 2021 and put in escrow until June 24, 2023.

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.

transaction costs incurred in connection with the acquisition of TOBC amounted to $ 31,000 which were expensed as incurred.

Value of Consideration Transferred and Recording of Assets Acquired

following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities

assumed, including goodwill.

of Fair Value of Assets Acquired and Liabilities Assumed

Consideration Paid:

Common stock, 987,741 shares of common stock of the Company

Promissory notes to Sellers

Contingent consideration - Common stock, 344,957 shares of common stock of the Company in escrow

Fair value of total consideration

Purchase Price Allocation:

Tangible assets acquired

Customer relationships

Non-compete agreements

Liabilities assumed

Fair market value of net assets acquired

determining the fair value of the common stock issued, the Company considered the value of the stock as estimated by the Company at the

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,

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 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

For the year ended

December 31, 2021

Net loss attributable to common shareholders

$ ( 3,102,683 )

Basic and diluted loss per share

information included in the pro forma amounts is derived from historical information obtained from the Sellers of TOBC.

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.

As of December 31, 2022, the outstanding balance on the 2022 Lind Note was $ 3,439,558 , net of debt discount of

the year ended December 31, 2023, the Company made aggregate principal payments on the 2022 Lind Note of $ 2,075,900

through the issuance of an aggregate of 1,379,211

shares of common stock.

On September 15, 2023,

the Company paid $ 2,573,142

to Lind and the 2022 Lind Note was extinguished.

May 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lind pursuant to which

the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 1,200,000 (the

“2023 Lind Note”) and a warrant (the “Lind Warrant”) to purchase 435,035 shares of common stock of the Company

commencing six months after issuance and exercisable for five years at an exercise price of $ 2.45 per share.

The Lind Warrant includes

cashless exercise and full ratchet anti-dilution provisions.

In connection with the issuance of the Lind Note and the Lind Warrant, the

Company paid Lind a $ 50,000 commitment fee.

The proceeds from the sale of the Note and Warrant are for general working capital purposes.

connection with the issuance of the 2022 Lind Note, the Company and Lind amended the 2022 Security Agreement to include the new 2023

Lind Note, pursuant to an amended and restated security agreement, dated May 30, 2023, between the Company and Lind.

Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common

stock issuable pursuant to the 2023 Lind Note and Lind Warrant.

If the registration statement is not declared effective within 90 days

the 2023 Lind 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 20 % of the new securities for 24 months.

2023 Lind Note is convertible into common stock of the Company after the earlier of 90 days 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.

The conversion price of the 2023 Lind Note is equal to

the lesser of:

or (ii) 90 % of the lowest single volume-weighted average price during the twenty-trading day period ending

on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments.

The maximum number of

shares of common stock to be issued in connection with the conversion of the 2023 Lind Note and the exercise of the Lind Warrant, in

the aggregate, will not, exceed 19.9 % of the outstanding shares of common stock of the Company immediately prior to the date of the 2023

Lind Note, in accordance with NASDAQ rules and guidance.

Due to the variable conversion price of the 2023 Lind Note, the embedded conversion

feature was accounted as a derivative liability.

The Company estimated the fair values of the derivative liability using the Black-Scholes

option pricing model and using the following key assumptions at issuance and at December 31, 2023:

stock price of $ 2.14 and $ 0.14 ;

price of $ 2.40 and $ 0.13 , risk free rate of 4.46 % and 4.79 %, volatility of 150.46 % and 134.99 %;

and expected term of two years and one

and a half years .

2023 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases,

borrowing, sale of assets, loans and exchange offers.

the occurrence of an event of default as described in the 2023 Lind Note, the 2023 Lind Note will become immediately due and payable

at a default interest rate of 120 % of the then outstanding principal amount of the Lind Note.

Warrant entitles the Investor to purchase up to 435,035 shares of common stock of the Company during the exercise period commencing on

the date that is six months after the issue date (“Exercise Period Commencement”) and ending on the date that is sixty months

from the Exercise Period Commencement at an exercise price of $ 2.45 per share, subject to customary adjustments.

The Warrant includes

cashless exercise and full ratchet anti-dilution provisions.

July 27, 2023, the Company, entered into a First Amendment to the Purchase Agreement (the “Purchase Agreement Amendment”)

with Lind, which provided for the issuance of further senior convertible promissory notes up to an aggregate principal amount of up to

$ 1,800,000 and the issuance of additional warrants in such amounts as the Company and Lind shall mutually agree.

to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal

amount of $ 300,000 and a warrant to purchase 175,234 shares of common stock of the Company at an exercise price of $ 1.34 per share for

In connection with the issuance of the note and the warrant, the Company paid a $ 12,500 commitment fee.

The proceeds from the

sale of the note and warrant are for general working capital purposes.

to the variable conversion price of the Purchase Agreement Amendment, the embedded conversion feature was accounted as a derivative liability.

The Company estimated the fair values of the derivative liability using the Black-Scholes option pricing model and using the following

key assumptions at issuance and at December 31, 2023:

stock price of $ 1.07 and $ 0.14 ;

exercise price of $ 0.93 and $ 0.14 , risk free rate

of 4.91 % and 4.79 %, volatility of 45.51 % and 133.54 %;

and expected term of two years and one and a half years .

of December 31, 2023, the outstanding balance on the notes was $ 1,500,000 , net of debt discount of $ 1,018,671 , and totaling $ 481,329 .

As of December 31, 2023, the total derivative liability and warrant liability was $ 1,047,049

and $ 1,574 , respectively.

Lending, LLC loan

June 14, 2023, the Company, and Keeler & Co.

(the “Borrowers”) entered into a subordinated business loan and

security agreement with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent (“Agile Capital”),

which provides for a term loan to the Company in the amount of $ 525,000

which principal and interest (of $ 231,000 )

is due on December

Commencing June 23, 2023, the Company is required to make weekly payments of $ 29,077

until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $ 25,000

was paid on the loan which was recognized as a debt discount and amortized over the term of the loan.

In connection with the loan,

Agile was issued a subordinated secured promissory note, dated June 14, 2023, in the principal amount of $ 525,000

which note is secured by all of the Borrowers’ assets, including receivables.

For the year ended December 31, 2023, the

Company made principal and interest payments on the loan totaling $ 525,000

and $ 114,692 ,

respectively, and the outstanding interest balance was refinanced in the January 2024 loan.

On October 19, 2023, the Borrowers

entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides

for a term loan to the Company in the amount of $ 210,000

which principal and interest (of $ 84,000 )

is due on April

Commencing October 19, 2023, the Company is required to make weekly payments of $ 12,250

until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $ 10,000

was paid on the loan which was recognized as a debt discount and amortized over the term of the loan.

In connection with the loan,

Agile was issued a subordinated secured promissory note, dated October 19, 2023, in the principal amount of $ 210,000

which note is secured by all of the Borrowers’ assets, including receivables.

For the year ended December 31, 2023, the

Company made principal payments on the loan totaling $ 98,000

interest payments were made.

West Credit Union CEBA Loan

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.

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

The loan was amended on October 19, 2022 to extend the loan

forgiveness date from December 31, 2022 to December 31, 2023.

If less than 75% of the loan amount was outstanding at December 31,

2023 , the then outstanding balance will be

converted to interest only monthly payments at 5.0 %.

As of December 31, 2023, the outstanding balance on the loan was CAD$ 60,000 .

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.

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.

6 unchanged sentences

Consideration Paid:

Common stock,

167,093 shares of common stock of the Company

Common stock, 8,355 shares of common stock of the Company

Transaction costs

19 unchanged sentences

or not those dividends are declared by the Board.

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, 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

a conversion rate of 500 shares of common stock for each share of Series A Stock (the “Conversion Rate”) The Company analyzed

the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined

that the conversion option should be classified as equity.

On June 30 2021, all preferred shares were converted to common shares and

the Company issued an aggregate of 706,500 shares of common stock to Series A preferred shareholders upon conversion of an aggregate

1,413 shares of Series A Stock.

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

In consideration for advisory services, the Company agreed to issue Newbridge a total of 60,000 shares of common stock with

a fair value of $ 138,000 which is amortized to expense over the term of the agreement.

The Company recognized stock compensation expense

of $ 69,000 for the year ended December 31, 2021 in connection with these shares.

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

provided to the Company under an investor relations consulting agreement.

March 30, 2021, the Company issued 10,465 shares of common stock with a fair value of $ 24,697 to the designee of a law firm for services

provided to the Company.

March 31, 2021, the Company issued 5,000 shares of common stock with a fair value of $ 11,800 to an investor relations firm for services

provided to the Company under an investor relations consulting agreement.

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 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

and John Lubkin (collectively, the “Coastal Sellers”) in lieu of $ 39,504 of outstanding interest under promissory notes issued

by the Company to the Coastal Sellers in connection with the Coastal Pride acquisition.

April 19, 2021, the Company issued 12,500 shares of common stock with a fair value of $ 25,000 to the designee of a law firm for services

provided to the Company.

April 29, 2021, the Company issued 105,757 shares of common stock to Kenar in lieu of $ 227,378 of outstanding interest under the Kenar

April 30, 2021, the Company issued 5,000 shares of common stock with a fair value of $ 28,500 to an investor relations firm for services

provided to the Company under an investor relations consulting agreement.

May 31, 2021, the Company issued 5,000 shares of common stock with a fair value of $ 31,500 to an investor relations firm for services

provided to the Company under an investor relations consulting agreement.

June 24, 2021, the Company issued 987,741 shares to the sellers of TOBC as partial consideration for the sale of TOBC to the Company.

June 30, 2021, the Company issued 5,000 shares of common stock with a fair value of $ 36,250 to an investor relations firm for services

provided to the Company under an investor relations consulting agreement.

June 30, 2021, the Company issued 10,465 shares of common stock with a fair value of $ 75,871 to the designee of a law firm for services

provided to the Company.

June 30, 2021, the Company issued an aggregate of 706,500 shares of common stock to Series A preferred stockholders upon conversion of

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

provided to the Company under an investor relations consulting agreement.

November 5, 2021, we issued 800,000 shares of common stock to Newbridge Securities Corporation (“Newbridge”), as underwriters’

representative, in connection with our underwritten public offering for gross proceeds of $ 4 million.

November 5, 2021 we 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 underwritten offering and expires on November

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

December 31, 2021, we issued 10,992 shares of common stock to each of Nubar Herian and John Keeler, 15,107 shares of common stock to

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, the Company sold pursuant to subscription agreements an aggregate of 1,500,000 shares of common stock

at $ 2.00 per share and issued warrants to purchase an aggregate of 1,500,000 shares at an exercise price of $ 2.00 to various accredited

investors in private offerings for gross proceeds of $ 3 million.

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.

For the year ended December 31, 2023 and 2022, the Company had no preferred

stock outstanding.

Company is authorized to issue 100,000,000 shares of common stock at a par value of $ 0.0001 and had 23,086,077 and 1,338,321 shares of

common stock issued and outstanding as of December 31, 2023 and 2022, respectively.

January 24, 2022, the Company issued 6,250

shares of common stock to an investor upon the exercise of warrants for total proceeds of $ 250,000 .

February 3, 2022, the Company issued 8,355

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 769 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

March 31, 2022, the Company issued 250

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.

On April 1, 2022, the Company issued 144 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital LLC (“ClearThink Capital”)

for consulting services provided to the Company.

April 4, 2022, the Company issued 478 shares of common stock with a fair value of $ 20,000 to SRAX, Inc.

3 unchanged sentences

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.

April 5, 2022, the Company issued an aggregate of 1,241

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 196 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 1, 2022, the Company issued 222

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 500 shares of common stock with a fair value of $ 13,800 to TraDigital Marketing Group for consulting

2 unchanged sentences

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.

July 1, 2022, the Company issued 242

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 231 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for

6 unchanged sentences

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.

October 1, 2022, the Company issued 476

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 330

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 462 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.

December 21, 2022, the Company issued 11,111

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 3,125

shares of common stock to each of Nubar Herian

and John Keeler, 5,000

shares of common stock to each of Timothy McLellan

and Trond Ringstad, 2,170

shares of common stock to each of Juan Carlos Dalto and Silvia Alana and 7,188

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 22,029

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.

January 2023, the Company sold an aggregate of 23,705 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 (“Roth”).

On January 31, 2023,

7,564 of shares were repurchased from Roth for $ 76,323 .

The offering was terminated on February 2, 2023.

February 14, 2023, the Company issued 410,000 shares of common stock and 40,000 Pre-Funded Warrants to purchase common stock to Aegis

Capital Corp.

(“Aegis”) for net proceeds of $ 1,692,000 in connection with an underwritten offering.

August 22, 2023, the Company issued 200,000

shares of common stock with a fair value of $ 157,980

to Mark Crone for consulting services to be provided to the Company starting on January 1, 2024, which will be amortized to expense

over the term of the agreement and the shares will vest when services are provided.

The Company recognized no

stock compensation expense for the year ended December 31, 2023 in connection with these shares.

September 11, 2023, the Company sold an aggregate of 690,000 shares of common stock for net proceeds of $ 321,195 in an underwritten public

offering pursuant to a securities purchase agreement.

The Company issued an aggregate of 1,700,410 shares upon the exercise of warrants.

December 31, 2023, the Company issued an aggregate of 3,958,333 shares

of common stock to John Keeler’s designee in lieu of payment of $ 570,000 of the principal amount of outstanding

promissory notes held by Mr.

December 31, 2023, the Company issued 173,611 shares of common stock to each of Silvia Alana, Nubar Herian and John Keeler, 277,778 shares

of common stock to each of Timothy McLellan and Trond Ringstad, 101,273 shares of common stock to Juan Carlos Dalto and 399,306 shares

of common stock to Jeffrey Guzy with a total fair value of $ 227,083 for serving as directors of the Company.

December 31, 2023, the Company issued 1,736,111 shares of common stock to Walter Lubkin Jr.

in lieu of $ 250,000 of outstanding principal

payment due under promissory notes issued by the Company in connection with the Coastal Pride acquisition.

the year ended December 31, 2023, the Company issued an aggregate of 239,229 shares of common stock to the designee of ClearThink for

consulting services provided to the Company.

the year ended December 31, 2023, the Company issued an aggregate of 1,380,585 shares of common stock for cash proceeds of $ 343,849 pursuant

to a securities purchase agreement, dated May 16, 2023, with ClearThink.

In connection with such agreement, the Company also issued 62,500

shares of common stock to ClearThink as a commitment fee, with a fair value of $ 141,250 , which was recorded as stock issuance costs.

the year ended December 31, 2023, between October 2023 and November 2023, the Company issued an aggregate of 8,350,729 shares upon the

exercise of warrants pursuant to a securities purchase agreement.

the year ended December 31, 2023, the Company issued an aggregate of 1,379,211 shares of common stock to Lind with a fair value of $ 3,053,088

as payment of $ 2,075,900 of note principal due on a convertible promissory note, and recorded a loss of $ 977,188 .

the years ended December 31, 2023 and December 31, 2022, $ 69,125 and $ 187,385 , respectively, in compensation expense was recognized on

the following:

options to purchase 3,120,000 shares of common stock at an exercise price of $ 2.00 , which vest one year from the date of grant, were

option to purchase 156,000 shares of common stock at an exercise price of $ 40.00 , which vest one year from the date of grant, were

issued to Christopher Constable, the Company’s former Chief Financial Officer, under the 2018 Plan during the year ended December

2 unchanged sentences

underlying the option are subject to a lock-up and may not be sold or otherwise transferred until May 3, 2022.

options to purchase 351,250 shares of common stock at an exercise price of $ 2.00 , which vest as to 25 % of the shares subject to the

option each year from the date of grant, were issued to various long-term employees under the 2018 Plan during the year ended December

options to purchase 250,000 shares of common stock at an exercise price of $ 2.00 , which vest as to 20 % of the shares subject to the

option each year from the date of grant, were issued to an employee under the 2018 Plan during the year ended December 31, 2019.

options to purchase 25,000 shares of common stock at an exercise price of $ 2.00 , which vest as to 25 % of the shares subject to the

option each year from the date of grant, were issued to various contractors during the year ended December 31, 2019.

options to purchase an aggregate of 17,562 shares of common stock at an exercise price of $ 40.00 , which vest as to 25 % of the shares

subject to the option each year from the date of grant, were issued to various long-term employees under the 2018 Plan during the

year ended December 31, 2019.

option to purchase 12,500 shares of common stock at an exercise price of $ 40.00 , which vest as to 20 % of the shares subject to the

option each year from the date of grant, were issued to an officer of the Company under the 2018 Plan during the year ended December

options to purchase an aggregate of 1,250 shares of common stock at an exercise price of $ 40.00 , which vest as to 25 % of the shares

subject to the option each year from the date of grant, were issued to various contractors during the year ended December 31, 2019.

options to purchase an aggregate of 25,000 shares of common stock at an exercise price of $ 40.00 , which vest in equal monthly installments

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 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.

option to purchase 351 shares of common stock at an exercise price of $ 120.00 , 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 8,750 shares of common stock at an exercise price of $ 40.00 , which vest in equal monthly installments

2 unchanged sentences

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

option to purchase 285 shares of common stock at an exercise price of $ 15.80 , which vest in equal monthly installments during the

term of the option, were issued to an employee during the year ended December 31, 2022.

option to purchase 43,200 shares of common stock at an exercise price of $ 0.80 , 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, 2023.

option to purchase 51,514 shares of common stock at an exercise price of $ 0.35 , which vest in equal monthly installments during the

term of the option, were issued to an employee during the year ended December 31, 2023.

following table summarizes the assumptions used to estimate the fair value of the stock options granted for the years ended December

1 unchanged sentence

of Fair Value of Stock Options

Expected Volatility

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 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 .

Free Interest Rate

life of options

April 20, 2022, the Company’s existing directors and two newly appointed directors each entered into a one-year director service

14 unchanged sentences

of $ 17.20 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 .

November 22, 2022, the Company granted an employee a three -year option to purchase 285 shares of common stock at an exercise price of

$ 15.80 which vests in equal monthly installments during the term of the option.

the Black-Scholes option pricing model, the fair value of the 8,750

options, 1,378

options and 285

options granted during the year ended December

31, 2022 is estimated at $ 84,334 ,

and $ 1,615 ,

respectively, on the date of grant using the following assumptions:

stock price of $ 31.40 ,

at the grant date, exercise price of the option, option term, volatility rate of 39.23 %,

and risk-free interest rate of 2.87 %,

respectively.

The unrecognized portion of the expense remaining at December 31, 2022 is $ 72,620 ,

and $ 1,558 ,

respectively, which is expected to be recognized to expense over a period of three years.

the year ended December 31, 2022, the Company determined that the five -year

option to purchase 8,822

shares of common stock at an exercise price of $ 46.00

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

for the years ended December 31, 2022 and 2021,

respectively.

August 3, 2023, the Company granted an officer a three -year option to purchase 43,200 shares of common stock at an exercise price of

$ 0.80 , which vest in equal monthly installments during the term of the option.

October 1, 2023, the Company granted an employee a three -year option to purchase 51,514 shares of common stock at an exercise price of

$ 0.36 , which vest in equal monthly installments during the term of the option.

the Black-Scholes option pricing model, the fair value of the 43,200 options and 51,514 options granted during the year ended December

31, 2023 is estimated at $ 12,261 and $ 5,489 , respectively, on the date of grant using the following assumptions:

stock price of $ 0.80

and $ 0.36 at the grant date, exercise price of the option, option term, volatility rate of 45.44 % and 35.97 % and risk-free interest rate

of 4.58 % and 4.72 %, respectively.

The unrecognized portion of the expense remaining at December 31, 2023 is $ 10,592 and $ 4,961 , 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, 2023 and 2022:

of Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life in Years

Aggregate Intrinsic Value

Outstanding - December 31, 2020

Exercisable - December 31, 2020

Outstanding - December 31, 2021

Exercisable - December 31, 2021

Outstanding - December 31, 2022

Exercisable - December 31, 2022

Average Exercise Price

Average Remaining Contractual Life in Years

Intrinsic Value

- December 31, 2021

- December 31, 2022

- December 31, 2023

the year ended December 31, 2023, the Company determined that the five -year option to purchase 1,250 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.

price of $ 40.00 granted to a director in 2022 was forfeited as the director resigned in 2023.

non-vested options outstanding are 96,632 and 16,994 for the years ended December 31, 2023 and 2022, respectively.

of Warrant Activity

Number of Warrants

Weighted Average Remaining Contractual

Aggregate Intrinsic

Outstanding – December 31, 2021

Exercisable – December 31, 2021

Forfeited or Expired

Outstanding – December 31, 2022

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 $ 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.

Average Remaining Contractual

– December 31, 2022

( 10,091,139 )

– December 31, 2023

January 24, 2022, in connection with the issuance of the $ 5,750,000 promissory note to Lind pursuant to a securities purchase agreement,

8 unchanged sentences

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:

May 30, 2023, in connection with the issuance of the $ 1,200,000 promissory note to Lind pursuant to a securities purchase agreement,

the Company issued Lind a five -year warrant exercisable six months from the date of issuance to purchase 435,035 shares of common stock

at an exercise price of $ 2.45 per share.

The warrant provides for cashless exercise and full ratchet anti-dilution provisions.

the Black-Scholes pricing model, the fair value of the warrants issued to purchase 435,035 shares of common stock was estimated at $ 381,538

on the date of issuance of the warrant and $ 664 as of December 31, 2023 using the following assumptions:

stock price of $ 2.14 and $ 0.14 ;

exercise price of $ 2.45 , risk free rate of 3.81 % and 3.84 %, volatility of 46.01 % and 50.12 %;

and expected term of five years .

value of the warrants of $ 381,538 was recorded as a discount to the 2023 Lind Note and classified as liabilities.

July 27, 2023, in connection with the issuance of the $ 300,000 promissory note to Lind pursuant to the Purchase Agreement Amendment,

the Company issued Lind a five -year warrant exercisable six months from the date of issuance to purchase 175,234 shares of common stock

at an exercise price of $ 1.34 per share.

The warrant provides for cashless exercise and full ratchet anti-dilution provisions.

the Black-Scholes pricing model, the fair value of the warrants is estimated at $ 72,208 on the date of issuance of the warrant and $ 910

as of December 31, 2023 using the following assumptions:

stock price of $ 1.07 and $ 0.14 ;

exercise price of $ 1.34 ;

risk free rate of 4.24 %

volatility of 45.51 % and 49.76 %;

and expected term of five years .

The fair value of the warrants of $ 72,208 was recorded as

a discount to the 2023 Purchase Agreement Amendment and classified as a liability.

September 11, 2023, in connection with the underwritten public offering pursuant to a securities purchase agreement, the Company issued

pre-funded warrants with the public offering price of $ 0.4555

immediately exercisable to purchase up to 10,051,139

shares of common stock at an exercise price of

per share for gross proceeds of $ 4,578,294 .

Under the Black-Scholes pricing model, the fair value of the warrants issued to purchase 10,051,139

shares of common stock was estimated at $ 4,619,851

on the date of issuance of the warrant using

the following assumptions:

stock price of $ 0.469 ;

exercise price of $ 0.01 ;

warrant term;

volatility rate of 149.06 %;

and risk-free interest rate of 5.40 %

from the US Department of Treasury.

September 11, 2023, in connection with the underwritten public offering, the Company issued five -year Series A-1 warrants to purchase

up to 10,741,139 shares of common stock which warrants are exercisable upon stockholder approval at an exercise price of $ 0.4655 per

Since the exercise of these warrants is contingent upon stockholder approval, which stockholder approval has not been obtained,

such warrants were not considered as outstanding as of December 31, 2023.

September 11, 2023, in connection with the underwritten public offering, the Company issued eighteen -month Series A-2 warrants to purchase

up to 10,741,139 shares of common stock which warrants are exercisable upon stockholder approval at an exercise price of $ 0.4655 per

Since the exercise of these warrants is contingent upon stockholder approval, which stockholder approval has not been obtained,

such warrants were not considered as outstanding as of December 31, 2023.

the year ended December 31, 2023, the Company issued 40,000 shares of common stock at an exercise price of $ 3.98 per share pursuant to

pre-funded warrants issued to Aegis in connection with an underwritten offering.

For the year ended December 31, 2023, between October 2023 and November 2023, the Company issued an aggregate of

10,051,139 shares of common stock at an exercise price of $ 0.01 to two investors upon exercise of Pre-Funded Warrants.

income tax expense differs from the statutory federal rates of 21% for the years ended December 31, 2023 and December 31, 2022 due to

the following:

of Rate Reconciliation

Rate Reconciliation

December 31, 2022

December 31, 2021

Provision/(Benefit) at Statutory Rate

$ ( 2,770,944 )

Reconciliation

Provision/(Benefit)

at statutory rate

$ ( 2,770,944 )

State Tax Provision/(Benefit) net of federal benefit

Permanent Book/Tax Differences

Change in valuation allowance

Income Tax Provision/(Benefit)

tax Provision/(Benefit) net of federal benefit

book/tax differences

in valuation allowance

Tax Provision/(Benefit)

components of the net deferred tax asset at December 31, 2023 and 2022, are as follows:

of Deferred Income Tax Asset

Deferred Tax Assets

Business Interest Limitation

Stock based compensation

Net Operating loss carryovers

Non-Capital Losses

Net Deferred Tax Asset/(Liability)

Valuation Allowance

interest limitation

Allowance for bad debt

based compensation

operating loss carryovers

Deferred Tax Asset/(Liability)

( 4,363,197 )

( 4,286,900 )

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 is subject.

Deferred Tax Asset/(Liability)

periods for all fiscal years after 2019 remain open to examination by the federal and state taxing jurisdictions to which the Company

As of December 31, 2023, the Company has cumulative net federal and state operating losses of $ 14,896,960

and $ 4,668,349 , respectively.

and $ 11,456,916 ,

respectively.

740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that

10 unchanged sentences

Commitment and Contingencies

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 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.

January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party

and paid $ 23,200 on the lease for the three months ended March 31, 2022.

For the year ended December 31, 2023, the Company has paid $ 69,900

on this lease.

Pride leased an aggregate of 1,600

square feet of office space in Beaufort, South Carolina under two leases for $ 1,255

On October 1, 2023, both leases were terminated and Coastal Pride entered into a new one-year office lease for

1,100 square feet for $ 1,000

Pride also leased a 9,050 square foot facility for $ 1,000 per month from Gault for its soft-shell crab operations in Beaufort, South

Carolina under a one -year lease that expired in February 2023.

On February 3, 2023, the lease was renewed for $ 1,500 per month until

February 2024.

On February 3, 2024, the Coastal Pride entered into a verbal month-to-month lease agreement with Gault for $ 1,500 per

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.

$ 2,500 per month plus taxes, from Steve and Janet Atkinson, the former TOBC owners.

On April 1, 2022, TOBC entered into a new five-year

lease with Steve and Janet Atkinson for CAD$ 2,590 per month plus taxes, and an additional five-year lease with Kathryn Atkinson for CAD$ 2,370

per month plus.

Both leases are renewable for two additional five-year terms.

and equipment lease expenses were approximately $ 166,000 and $ 168,000 for the years ended December 31, 2023 and 2022, respectively.

2 unchanged sentences

representing the entire amount of the settlement.

COVID-19 Pandemic

March 11, 2020, the World Health Organization declared that the novel coronavirus (COVID-19) had become a pandemic, and on March 13,

2020, the U.S.

President declared a National Emergency concerning the disease.

Additionally, in March 2020, state governments in the

Company’s geographic operating area began instituting preventative shut down measures in order to combat the novel coronavirus

The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue to have an adverse impact

on the economies and financial markets of the geographical areas in which the Company operates.

On March 27, 2020, the Coronavirus Aid,

Relief, and Economic Security Act (CARES Act) was enacted to amongst other provisions, provide emergency assistance for individuals,

families and businesses affected by the novel coronavirus pandemic for 2020 and into 2021.

The Company’s business not being deemed

essential resulted in decreased financial performance that may not be indicative of future financial results.

Government-mandated closures

of businesses and shipping delays have affected our sales and inventory purchases.

The Company continues to face uncertainty and increased

risks concerning its employees, customers, supply chain and government regulation.

In April 2021, the U.S.

government has made available

the COVID-19 vaccine to most of its population to aid with the pandemic but the long-term effects of this development are yet to be seen.

By the end of 2021, the U.S.

government has made available a booster of the COVID-19 vaccine to continue the fight against 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 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.

In order to refinance interest due on the June 14, 2023 note issued to

January 2, 2024, the Company, and Keeler & Co.

entered into a subordinated business loan and

security agreement with Agile and Agile Capital as collateral agent,

which provides for a term loan to the Company in the amount of $ 122,491

which principal and interest (of $ 48,996 )

is due on May 31, 2024.

Commencing January 5, 2024, the Company is required to make weekly payments of $ 7,795

until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $ 5,833

was paid on the loan.

A default interest rate of 5 %

will become effective upon the occurrence of an event of default.

In connection with the loan, Agile was issued a subordinated

secured promissory note, dated January 2, 2024, in the principal amount of $ 122,491

which note is secured by all of the Borrower’s assets, including receivables.

ClearThink Term Loan

January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink which provides, among

other things, for a 33-week term loan in the principal amount of $ 200,000

(with an additional one-time commitment fee of $ 50,000 ).

Interest accrues at the rate of 25 %

per annum with an additional 5 %

default interest rate in the event of circumstances described in the agreement or $ 50,000

will be added to the principal amount and accrue after principal is paid.

The Company is required to make biweekly payments of

commencing February 1, 2024 for the term of the Agreement.

On January 25, 2024, the Company issued 354,610

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.

shares of common stock to ClearThink as a commitment fee, with a fair value of $ 50,000 .

On January 23, 2024 and February 1, 2024, the Company

issued 76,388 and 82,706 shares of common stock, respectively, to the designee of ClearThink for consulting services provided to the Company.

During February 2024 and March 2024, the Company issued an aggregate of 11,332,787 shares of common stock for cash

proceeds of $ 836,360 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink.

February 1, 2024, the Company entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex

Ventures, Inc.

a Texas corporation (“Afritex”), pursuant to which the Company will be responsible for all of Afritex’s

operations and finance functions.

The Company will provide Afritex with working capital in order to sustain operations and will purchase

certain inventory listed in the Services Agreement.

In consideration for its services, during the term of the Services Agreement, the

Company will be entitled to all of the revenue and profits earned by Afritex.

Under the Services Agreement, Afritex may not sell or otherwise

use as consideration any of its intellectual property without the Company’s consent.

The Company must maintain certain commercial

liability insurance during the term of the Services Agreement.

The Services Agreement also provides that the Company may not solicit

Afritex employees for 24 months nor circumvent existing business relationships of Afritex for three years, after the term of the Services

The term of the Services Agreement will automatically extend for three thirty-day periods, if Afritex’s outstanding

debt is no greater than $325,000.

connection with the Services Agreement, on February 12, 2024, the Company entered into an Intangibles Assets and Machinery Option To

Purchase Agreement with Afritex (the “Option Agreement”).

Pursuant to the Option

Agreement, the Company has the option to purchase Afritex’s intangible assets, machinery and equipment set forth in the Option

Agreement for a purchase price of $ 554,714

for machinery and equipment and 5,000,000

shares of the Company’s common stock were issued on February 12, 2024 to be held in escrow, for intangible assets.

addition, for one year from the date of the Option Agreement, Afritex has an option to purchase up to $ 1,000,000

shares of the Company’s common stock at a 10 %

discount to the lowest volume-weighted average price in the immediately prior five days.

The sale of any shares acquired by Afritex

under the Option Agreement are subject to a “leak-out” provision as set forth in the Option Agreement.

closing of the Option Agreement is subject to, among other things, the successful restructuring of Afritex’s accounts payable

debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding.

Option Agreement may be terminated if, among others, the closing has not has not occurred within 90 days, unless extended for two

additional 30-day periods at the Company’s sole discretion.

To date, the Company has not exercised its option to purchase such

intangibles assets, machinery and equipment.

On March 11, 2024, the Company issued 750,000 shares of common stock to Lind, with a fair value of $ 60,000 , as partial conversion of the principal

to the May 2023 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