What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-05-22 compared with 2025-06-23 · 376 added, 388 removed, 95 unchanged (89% of the section changed)

18 unchanged sentences

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

May 7, 2024, the Company’s board of directors approved, and on April 30, 2024, at a special meeting of the stockholders, holders

of approximately 62.9% of the Company’s voting power, approved the granting of authority to the Board to amend the Company’s

Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock,

by a ratio of not less than 1-for-2 and not more than 1-for-50, with the exact ratio to be determined by the Board in its sole discretion.

Board determined to effectuate a 1:50 reverse stock split (the “Reverse Stock Split”) and on May 20, 2024 the Company amended

its Certificate of Incorporation to effect the Reverse Stock Split.

All shares and per share amounts in the financial statements have

been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split.

January 28, 2025, the Company 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 $420,000 which principal and interest (of $176,400) and has a maturity

date of August 15, 2025.

Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity date.

November 12, 2024 the Company entered into a vendor agreement with Low Tide LLC (“LT”).

The term of the agreement is 180

days, with will be automatically renewed for additional successive 180 day terms unless either party gives 90 days written notice to

terminate to the other.

has developed products, including but not limited to seafood, under the Wicked Tuna brand using its licensing rights from Pilgrim and

the Toby Keith brand, (collectively the “Products”).

We will, with LT, promote and sell the Products.

Company may, at its discretion, provide funding for the inventory to fulfill a purchase order (each a “PO”) for the Products

sold, and the parties will each receive the following:

relates to Wicked Tuna, if the Company obtains a PO of a Product from its customers, we will pay LT a five percent (5%) margin on

the Net Sales Amount.

Net Sales Amount shall mean gross sales less returns and promotions and freight allowance.

relates to the Toby Keith brand, if LT obtains a PO for the Products from its customers and the Company funds the purchase of the

inventory to fulfill the PO, the Company shall receive a fee of one percent (1%) of the amount funded per month from LT from the

first day of each month that the amount remains outstanding plus an allocation expense which shall be a direct pass through of cost

which shall be calculated to include the cost of the product as well expenses associated with transportation, storage and miscellaneous

The Company will be paid directly by LT’s customers.

Thereafter, the Company will pay LT its portion within 48 hours

of receiving funds for each PO.

parties agreed to certain customary covenants, including those relating to confidentiality and litigation.

The parties also agreed

to certain mutual indemnification provisions for breaches or inaccuracies in their respective representations and warranties or

There were no transactions with LT during the year ended December 31, 2024.

December 18, 2024, the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”)

that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s securities from Nasdaq based upon

the Company’s violation of Listing Rule 5550(a)(2), the “ Minimum Bid Price Requirement ”.

As a result of the Panel’s decision, Nasdaq suspended trading in the Company’s Common Stock effectively with the open of

business on Friday, December 20, 2024.

Company’s Common Stock was traded on the OTC Markets’ OTC Pink Current Information tier at the end of December 2024.

2025, the Company was upgraded to the OTCQB tier.

Columbia Civil Claim

On July 16, 2024, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia (the “Court”)

against their landlords Steven Atkinson, Kathryn Atkinson and Janet Atkinson (the “Landlords”) requesting a declaration that

their commercial lease located at 2904 and 2934 Jameson Road, Nanaimo, B.C.

V9R 6W8 dated April 1, 2022 by and between TOBC and their

Landlords is a valid lease and remains in full force and effect.

The Company cannot provide any assurance as to the timing of resolution

or outcome of this matter.

January 10, 2025 a notice of civil claim filed by a former employee of TOBC., in the British Columbia Supreme Court.

The claim relates

to the termination of Mr.

Atkinson’s employment with TOBC in February 2024 as well as a separate claim of defamation against the

A response to the civil claim was filed by the Company and TOBC.

The discovery process in this matter has recently begun and

it is difficult at this stage to assess the merits of the claim and the likelihood of a favorable or unfavorable result.

cannot provide any assurance as to the timing of resolution or outcome of this matter.

March 4, 2026, the Company, through TOBC, filed a Notice of Application in the Supreme Court of British Columbia (the “Court”)

in connection with a dispute with their landlords Steven Atkinson and Janet Atkinson (the “Landlords”) of the property located

at 2930 Jameson Road, Nanaimo, B.C.

The application seeks, among other things, reconsideration and setting aside of a February

23, 2026 order that terminated the Company’s lease and granted the landlords immediate possession of the property.

also seeks relief from forfeiture and reinstatement of the lease, or alternatively other interim and related relief.

Company’s application asserts that the order was made following a hearing at which the Company did not appear and that certain

relevant facts were not before the Court, including that basic rent payments had been made within the time permitted under the lease

and that the parties were engaged in mediation regarding a dispute over alleged additional rent & operational contradicting views

under the lease.

hearing on the application was held on March 9, 2026.

The presiding judge reserved judgment, and a decision has not yet been issued.

The Company cannot predict the outcome of the proceeding or whether the requested relief will be granted.

Supplier Civil Claim

Company, together with its subsidiaries, has initiated legal proceedings against an Indonesian seafood supplier, in the U.S.

Court for the Southern District of Florida.

The complaint alleges breach of contract, violation of the Florida Deceptive and Unfair Trade

Practices Act, and unjust enrichment arising from shipments delivered in 2022.

According to the complaint, certain product lots supplied

were determined to be rancid and unmarketable following customer complaints and third-party laboratory testing.

The Company asserts that

it incurred approximately $0.250 million in direct product losses, in addition to other related costs.

The Company is seeking monetary

damages, including consequential damages, as well as other relief.

The outcome of this matter is currently uncertain, and no assurance

can be given regarding the timing or ultimate resolution.

of Operations

9 unchanged sentences

Profit (Loss) .

Gross loss for the year ended December 31, 2024 is $1,288,990 as compared to gross profit of $158,077 for the year

ended December 31, 2023.

This decrease is attributable to higher market prices and higher inventory reserve in comparison to the year

ended December 31, 2023.

Gross profit for the year ended December 31, 2025 is $1,170,698 as compared to gross loss of $1,288,990 for the

year ended December 31, 2024.

This increase is attributable to lower market prices and lower inventory reserve of $516,619 in

comparison to $1,417,305 in the year ended December 31, 2024.

Profit (Loss) Margin.

Gross loss margin for the year ended December 31, 2024 is 35.9% as compared to gross profit margin of 2.6%

Gross profit margin for the year ended December 31, 2025 is 40.5% as compared to gross loss margin of 35.9%

for the year ended December 31, 2024.

This decrease is attributable to higher market prices and higher inventory reserve in comparison

This increase is attributable to lower market prices and lower inventory reserve in comparison

to the year ended December 31, 2024.

Commissions expenses increased to $4,490 for the year ended December 31, 2024 from $2,169 for the year ended December 31,

The increase is attributable to higher commissionable revenues.

Commissions expenses decreased to $885 for the year ended December 31, 2025 from $4,490 for the year ended December 31,

The decrease is attributable to lower commissionable revenues.

and Wages Expense .

1 unchanged sentence

the year ended December 31, 2024.

This decrease is primarily attributable to a reduction in the number of employees and the absence

of stock-based compensation expense for the year ended December 31, 2024.

This decrease is primarily attributable to a reduction in the number of employees for the year ended

December 31, 2025.

Compensation.

Director compensation increased to $552,048 for the year end December 31, 2025 as compared to $536,374 for the year

ended December 31, 2024.

This increase is attributable to stock-based compensation expense in comparison to the year ended December 31,

and Amortization .

1 unchanged sentence

$5,866 for the year ended December 31, 2024.

This increase is attributable to higher depreciation due to purchase of new fixed

assets in the year ended December 31, 2024.

This increase is attributable to higher depreciation due to purchase of new fixed assets

in the year ended December 31, 2025.

Operating Expense.

Other operating expenses increased 177% to $7,147,468 for the year ended December 31, 2024 as compared to

Other operating expenses decreased 76.4% to $1,854,527 for the year ended December 31, 2025 as compared to $7,147,468

for the year ended December 31, 2024.

This increase is mainly attributable to an increase in legal and professional fees

related to our business operations, the valuation allowances recorded for advances and receivables with related parties and the $1.5 million losses sustained from the service agreement

that we entered into with Afritex Texas which expired in August 2024.

This decrease is mainly attributable to higher expenses recorded in 2024 that did not recur in

2025, including the valuation allowances recorded for advances and receivables with related parties and the $1.5 million losses sustained

from the service agreement that we entered into with Afritex Texas which expired in August 2024.

Other income increased to $890,883 for the year ended December 31, 2025 from $51,926 for the year ended December 31,

This increase is primarily attributable to higher collections received by Keeler & Co.

from previously written off receivables.

on Conversion of Debt.

Loss on conversion of debt decreased to $0 for the year ended December 31, 2024 from $977,188 for the year

This increase is primarily attributable to the recognition of funds received under the Employee Retention Tax Credit

(“ERTC”) program during 2025 and the write-off of other current liabilities.

The ERTC represents a refundable payroll tax credit established under the CARES Act to

assist businesses that retained employees during the COVID-19 pandemic.

on Settlement of Debt.

Loss on settlement of debt increased to $414,082 for the year ended December 31, 2025 from $0 for the year

ended December 31, 2024.

This decrease is attributable to the decrease on conversion of principal in the Lind note.

This increase is attributable to the increase on conversion of principal in the Diagonal and Quick Capital notes.

in Fair Value of Derivatives and Warrants Liabilities .

Change in fair value of derivatives and warrants liabilities decreased to

a loss of $354,296 for the year ended December 31, 2024 from a gain of $2,497,088 for the year ended December 31, 2023.

This decrease

Change in fair value of derivatives and warrants liabilities increased to

a gain of $49,565 for the year ended December 31, 2025 from a loss of $354,296 for the year ended December 31, 2024.

This increase

is attributable to fair value measurement for the derivative liability and warrant liability as of December 31, 2025.

Interest expense increased to $2,060,718 for the year ended December 31, 2024 as compared to $1,771,942 for the year ended

in Fair Value of Convertible Notes .

Change in fair value of convertible notes increased to a loss of $1,323,039 for the year ended

December 31, 2025 from $0 for the year ended December 31, 2024.

This increase is attributable to fair value measurement for convertible

notes as of December 31, 2025.

Interest expense decreased to $447,289 for the year ended December 31, 2025 as compared to $2,060,718 for the year ended

December 31, 2024.

This increase is mainly attributable to the amortization of convertible debt discount along with interest expense

paid for various note payables.

This decrease is mainly attributable to the amortization of convertible debt discount along with interest expense

paid for various note payables, as well as the conversion of certain outstanding convertible notes in comparison to the year ended December 31, 2024.

The Company had a net loss of $3,582,512 for the year ended December 31, 2025 as compared to a net loss of $12,478,487 for

the year ended December 31, 2024.

The increase in net loss is primarily attributable to valuation allowance recorded for the related

party long-term receivable, the valuation allowance for advances to related parties, the loss within AFVFL and the loss from change

in fair values of derivative and warrant liabilities.

The decrease in net loss is primarily attributable higher expenses recorded in 2024 that did not recur

in 2025, including the valuation allowance recorded for the related party long-term receivable, the valuation allowance for advances

to related parties, the loss within AFVFL and the loss from change in fair values of derivative and warrant liabilities.

and Capital Resources

Company had cash of $14,436 as of December 31, 2025.

At December 31, 2024, the Company had a working capital deficit of $411,225, as

compared to a working capital surplus of $899,215 at December 31, 2023, including $165,620 in stockholder loans.

The Company’s

primary sources of liquidity consisted of inventory of $447,760 and accounts receivable of $349,641 at December 31, 2024.

in working capital was due primarily to decreases of inventory of $2,160,761 and accounts receivable of $184,554 netted against the decreases

in the stockholder loans of $165,620 and increase of short-term debt of $472,760.

At December 31, 2025, the Company had a working capital deficit of $2,528,067,

as compared to a working capital deficit of $411,225 at December 31, 2024.

The Company’s primary sources of liquidity

consisted of inventory of $404,979 and accounts receivable of $55,091 at December 31, 2025.

The decrease in working capital was due

primarily to decreases of inventory of $42,781 and accounts receivable of $294,550 netted against the change in fair value of

convertible notes of $1,273,474 and increase of accrued compensation for $480,000.

Company has historically financed its operations through the cash flow generated from operations, loans from stockholders and other related

2 unchanged sentences

Cash used in operating activities during the year ended December 31, 2025 was $674,560 as compared

to cash used in operating activities of $3,530,662 for the year ended December 31, 2023, representing an increase of $2,665,231.

increase is primarily attributable to a decrease in inventory of $1,104,175 netted against the decreases in customer refunds of $323,051,

accounts receivable netted against other current assets of $488,612 and increase in payables netted against allowance for advances to

affiliated suppliers of $2,059,616 for the year ended December 31, 2024.

to cash used in operating activities of $6,195,893 for the year ended December 31, 2024, representing a decrease of $5,521,332.

decrease is primarily attributable to an increase in inventory of $24,012 netted against the increases in customer refunds of $76,177,

accounts receivable netted against other current assets of $863,593, increase in payables netted against allowance for advances to

affiliated suppliers of $130,056, decrease in inventory obsolescence of $2,141,991, and increase in loss of revaluation of fair value of convertible

notes of $1,323,039 for the year ended December 31, 2025.

(Used in) Investing Activities.

Cash used in investing activities for the year ended December 31, 2024 was $101,736 as compared

to $159,609 cash used in investing activities for the year ended December 31, 2023.

The decrease was a result of less fixed asset

purchases during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Cash used in investing activities for the year ended December 31, 2025 was $9,914 as compared to

$101,736 cash used in investing activities for the year ended December 31, 2024.

The decrease was a result of less fixed asset purchases

during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Provided by Financing Activities.

1 unchanged sentence

to cash provided by financing activities of $6,417,872 for the year ended December 31, 2024.

This increase is mainly attributable to

This decrease is mainly attributable to

proceeds from common stock offerings and proceeds from short-term loans.

Debt with Third-Party Investors

Global Fund II LP investment

19 unchanged sentences

capital purposes.

On August 3, 2024 the Company and Lind entered into a waiver and acknowledgement

The Company and Lind previously entered into that certain Securities Purchase

Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory

note in the principal amount of $300,000.

Each of the Company and Lind acknowledge that the amounts owing under the convertible promissory

note as of the filing of the Waiver Agreement is equal to $355,500.

During the year ended December 31, 2024, the Company made aggregate principal payments on the Lind Note of $1,500,000

through the issuance of an aggregate of 1,891,622 shares of common stock.

As of December 31, 2024, the outstanding balance on the Lind

Note was $55,500, net of debt discount of $27,656.

On March 1, 2024, the Company, through its subsidiary Keeler & Co.

(“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 $79,800) is due on August 29, 2024.

Commencing March

7, 2024, the Company is required to make weekly payments of $11,146 until the due date.

The loan may be prepaid subject to a prepayment

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

In connection with the loan, Agile was issued a subordinated secured promissory note, dated March 1, 2024, in the principal

amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.

On May 9, 2024, 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 November 22, 2024.

May 17, 2024, the Company is required to make weekly payments of $10,500 until the due date.

The loan may be prepaid subject to a prepayment

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

In connection with the loan, Agile was issued a subordinated secured promissory note, dated May 9, 2024, in the principal amount

of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.

On July 25, 2024, 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 January 31, 2025.

Commencing August 2, 2024, the Company is required to make

weekly payments of $10,889 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 July 25, 2024, in the principal amount of $210,000 which note is secured by all

of the Borrowers’ assets, including receivables.

On January 28, 2025, the Company 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 $420,000 which principal and interest (of $176,400) and has a maturity date of August 15, 2025.

Commencing February 7, 2025,

the Company is required to make weekly payments of $21,300 until the maturity date.

August 3, 2024, the Company and Lind entered into a waiver and acknowledgement agreement (the “Waiver Agreement”).

the Waiver Agreement, the Company and Lind acknowledged that the amounts owing under the convertible promissory note totalled $355,500

as of the date of the agreement.

of December 31, 2025, the remaining outstanding balance under the Waiver Agreement was $55,500.

January 28, 2025, the Company entered into a subordinated business loan with a third-party lender and collateral

agent providing for a term loan in the principal amount of $420,000, with total repayment of principal and interest of $596,400 and a

maturity date of August 15, 2025.

Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity

The loan may be prepaid subject to a prepayment fee.

Administrative agent fee of $20,000 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 January 28, 2025, in the principal amount

of $420,000 which note is secured by all of the Borrowers’ assets, including receivables.

1800 Diagonal Notes

On April 16, 2024, pursuant to a securities

purchase agreement, the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”) a

convertible promissory note in the principal amount of $138,000 with an original issue discount of $23,000 (the “April

Diagonal Note”).

The April Diagonal Note has a one-time interest payment of $26,220 paid upon issuance and a maturity date of

January 15, 2025.

The proceeds from the sale of the April Diagonal Note are for general working capital.

Upon the occurrence of an

event of default as described in the April Diagonal Note, the note will become immediately due and payable at a default interest

In connection with the loan, the Company paid an administrative agent fee

of $20,000, which was recorded as a debt discount and is being amortized over the term of the loan.

The loan is evidenced by a subordinated

secured promissory note dated January 28, 2025 and is secured by substantially all of the Company’s assets, including receivables.

September 9, 2024, the Company issued a convertible promissory note to a third-party investor in the principal amount of $179,400 with

an original issue discount of $23,400 (the “September 2024 Convertible Note”).

The note included a one-time interest payment

of $23,322 paid upon issuance and had a maturity date of June 15, 2025.

The proceeds from the issuance were used for general working

capital purposes.

The note required an initial payment of $131,769 due on March 15, 2025, followed by monthly payments of $23,651 due

on the 15th of each month thereafter through June 15, 2025.

Upon the occurrence of an event of default, the note accrues default interest

at a rate of 22% of the outstanding principal balance.

October 1, 2024, the Company issued a convertible promissory note to a third-party investor in the principal amount of $121,900 with

an original issue discount of $15,900 (the “October 2024 Convertible Note”).

The note included a one-time interest payment

of $14,628 paid upon issuance and had a maturity date of June 30, 2025.

The proceeds from the issuance were used for general working

capital purposes.

The note requires mandatory monthly payments of $15,170 beginning on October 30, 2024, and continuing on the 30th of

each month thereafter through February 28, 2025.

Upon the occurrence of an event of default, the note accrues default interest at a rate

of 22% of the outstanding principal balance.

December 16, 2024, the Company issued a convertible promissory note to a third-party investor in the principal amount of $90,850 with

an original issue discount of $11,850 (the “December 2024 Convertible Note”).

The note included a one-time interest payment

of $10,902 paid upon issuance and had a maturity date of September 15, 2025.

The proceeds from the issuance were used for general working

capital purposes.

The note requires mandatory monthly payments of $11,306 beginning on January 15, 2025, and continuing on the 15th of

each month thereafter through September 15, 2025.

Upon the occurrence of an event of default, the note accrues default interest at a

rate of 22% of the outstanding principal balance.

January 28, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $149,650 with

an original issue discount of $19,650 (the “January 2025 Convertible Note”).

The note included a one-time interest payment

of $19,454 paid upon issuance and had a maturity date of October 30, 2025.

The proceeds from the issuance were used for general working

capital purposes.

The note required an initial payment of $109,918 due on July 30, 2025, followed by monthly payments of $19,728 due

on the 30th of each month thereafter through October 30, 2025.

Upon the occurrence of an event of default, the note accrues default interest

at a rate of 22% of the outstanding principal balance.

August 25, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $169,500 with

an original issue discount of $25,425 (the “August 2025 Convertible Note”).

The note included a one-time interest payment

of $22,035 paid upon issuance and has a maturity date of August 25, 2026.

The proceeds from the issuance were used for general working

capital purposes.

The note requires an initial payment of $95,768 due on February 25, 2026, followed by monthly payments of $15,961 due

on the 25th of each month thereafter through August 25, 2026.

Upon the occurrence of an event of default, the note accrues default interest

at a rate of 22% of the outstanding principal balance.

December 5, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $73,025 with

an original issue discount of $9,525 (the “December 2025 Convertible Note”).

The note included a one-time interest payment

of $9,493 paid upon issuance and has a maturity date of December 5, 2026.

The proceeds from the issuance were used for general working

capital purposes.

Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal

The holder may convert all or any portion of the outstanding balance of the note into shares of the Company’s common stock

at a conversion price equal to 75% of the market price, as defined in the note.

September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with

an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”).

The note bears interest at a rate of 13%

and included a one-time interest payment of $6,118 paid upon issuance.

The note has a maturity date of June 16, 2026.

The proceeds from

the issuance were used for general working capital purposes.

Upon the occurrence of an event of default, the note accrues default interest

at a rate of 24% of the outstanding principal balance.

The holder may convert all or any portion of the outstanding balance of the note

into shares of the Company’s common stock at a conversion price equal to 65% of the market price, as defined in the note.

November 13, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $40,000 with

an original issue discount of $6,000 (the “November 2025 Convertible Note”).

The note bears interest at a rate of 13% and

included a one-time interest payment of $5,200 paid upon issuance.

The note has a maturity date of August 13, 2026.

The proceeds from

the issuance were used for general working capital purposes.

Upon the occurrence of an event of default, the note accrues default interest

at a rate of 24% of the outstanding principal balance.

The holder may convert all or any portion of the outstanding balance of the note

into shares of the Company’s common stock at a conversion price equal to 65% of the market price, as defined in the note.

September 18, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with

an original issue discount of $7,059 (the “September 18, 2025 Convertible Note”).

The note bears interest at a rate of 13%

and included a one-time interest payment of $6,118 paid upon issuance.

The note has a maturity date of June 16, 2026.

The proceeds from

the issuance were used for general working capital purposes.

Upon the occurrence of an event of default, the note accrues default interest

at a rate of 24% of the outstanding principal balance.

The holder may convert all or any portion of the outstanding balance of the note

into shares of the Company’s common stock at a conversion price equal to 65% of the market price, as defined in the note.

October 29, 2025, the Company entered into a promissory note agreement with an unaffiliated third-party lender for aggregate principal

The note bears interest at a rate of 32% per annum and matures on July 29, 2026.

The proceeds are for general working capital.

Upon the occurrence of an event of default as described in the note, the note will become immediately due and payable at a default interest

rate of 25% of the then outstanding principal amount of the note.

Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the

note into shares of the Company’s common stock at a conversion price of 61% of the market price as described in the First Diagonal

The Company may not, without Diagonal’s written consent, sell, lease, or otherwise dispose of any significant portion of its

assets except in the ordinary course of business.

The Company will reserve a sufficient number of shares to provide for the issuance of

shares upon the full conversion of the First Diagonal Note.

During the year ended December 31, 2024, the Company made principal payments

on the loan totaling $138,000 and interest payments of $26,220.

The outstanding balance on the loan was $0 as of December 31, 2024.

On September 9, 2024, pursuant to a securities

purchase agreement, the Company issued a convertible promissory note in the principal amount of $179,400 with an original issue

discount of $23,400 (the “September Diagonal Note”).

The September Diagonal Note has a one-time interest payment of

$23,322 paid upon issuance and a maturity date of June 15, 2025.

The proceeds from the September Diagonal Note are for general

working capital.

Upon the occurrence of an event of default as described in the September Diagonal Note, the note will become

immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note.

The September

Diagonal Note has an initial payment of $131,769 due on March 15, 2025, with monthly payments of $23,651 due on the 15th of every

month thereafter until June 15, 2025.

On October 1, 2024, pursuant to a securities purchase

agreement, the Company issued to Diagonal a convertible promissory note in the principal amount of $121,900 with an original issue discount

of $15,900 (the “October Diagonal Note”).

The October Diagonal Note has a one-time interest payment of $14,628 paid upon issuance

and a maturity date of June 30, 2025.

The proceeds from the sale of the October Diagonal Note are for general working capital.

occurrence of an event of default as described in the October Diagonal Note, the note will become immediately due and payable at a default

interest rate of 22% of the then outstanding principal amount of the note.

The October Diagonal Note has mandatory monthly payments of

$15,170 beginning on October 30, 2024, and due on the 30th of every month thereafter until February 28, 2025.

On December 16, 2024, pursuant to a securities purchase

agreement, the Company issued to Diagonal a convertible promissory note in the principal amount of $90,850 with an original issue discount

of $11,850 (the “December Diagonal Note”).

The December Diagonal Note has a one-time interest payment of $10,902 paid upon

issuance and a maturity date of September 15, 2025.

Upon the occurrence of an event of default as described in the December Diagonal Note,

the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note.

The December Diagonal Note has mandatory monthly payments of $11,306 beginning on January 15, 2025, and due on the 15th of every month

thereafter until September 15, 2025.

January 28, 2025, pursuant to a securities purchase agreem ent, the Company issued to Diagonal a convertible promissory note in

the principal amount of $149,650 with an original issue discount of $19,650 (the “January Diagonal Note”).

The January Diagonal

Note has a one-time interest payment of $19,454 paid upon issuance and a maturity date of October 30, 2025.

Upon the occurrence of an

event of default as described in the January Diagonal Note, the note will become immediately due and payable at a default interest rate

of 22% of the then outstanding principal amount of the note.

The January Diagonal Note has an initial payment of $109,918 due on July

30, 2025, with monthly payments of $19,728 due on the 30th of every month thereafter until October 30, 2025.

The Hart Note

On April 16, 2024, the Company entered into a securities

purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”),

pursuant to which the Company issued a promissory note in the principal amount of $300,000 and will issue 10,000 shares of its common

stock to Hart (the “Hart Note”).

The Hart Note has a one-time interest payment of $50,000 payable on the maturity date of

May 15, 2024, which was extended to August 15, 2024.

The proceeds from the sale of the Hart Note are for general working capital.

Company may prepay the Hart Note at any time without penalty.

The Company’s failure to comply with the material terms of the Hart

Note will be considered an event of default and the principal sum of the Hart Note will increase by 20% of the outstanding balance for

each subsequent 30 days it remains in default.

The FirstFire Note

On May 17, 2024, the Company entered into a promissory note with FirstFire

Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued

a promissory note in the principal amount of $240,000 with an original discount of $40,000 (the “FirstFire Note”).

The FirstFire

Note accrues interest at a rate of 19% per annum and has a maturity date of April 17, 2025.

The proceeds from the sale of the FirstFire

Note are for general corporate purposes.

The FirstFire Note has mandatory monthly payments due the 17th of each month.

The initial payment

on August 17, 2024 is $185,600.

Monthly payments from September 2024 – December 2024 are $22,000.

Monthly payments from January

2025 - April 2025 are $3,000.

The Company may prepay the FirstFire Note at any time without penalty.

The Company’s failure to comply

with the material terms of the FirstFire Note will be considered an event of default and the principal sum of the FirstFire Note will

become immediately due and payable at an amount equal to 150% times the sum of (i) the then outstanding principal amount of the note plus

(ii) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (iii) default interest, (iv) plus

any other amounts owed to FirstFire.

After the occurrence of an event of default, at any time, the FirstFire shall have the right, to

convert all or any part of the outstanding and unpaid amount of the FirstFire Note into fully paid and non-assessable shares of our common

The conversion price shall be 61% multiplied by the Market Price (as defined in the FirstFire Note) (representing a discount rate

While the FirstFire Note remains outstanding, we will reserve 40,000 shares of our common stock free from preemptive rights,

to provide for the issuance upon the full conversion of the FirstFire Note.

While the FirstFire Note remains outstanding, we shall not,

without the FirstFire’s written consent, sell, lease, or otherwise dispose of any significant portion of our assets outside the

ordinary course of business.

August 2024 Private Placement Offering

In August, 2024, the Company entered into securities

purchase agreements (each a “Securities Purchase Agreement”) with each of Quick Capital, LLC, a Wyoming limited liability

company (“Quick Capital”) and Jefferson Street Capital, LLC a New Jersey limited liability company (“Jefferson”)

whereby it will issue promissory notes in the aggregate principal amount of $550,000 (the “August Private Placement Offering”).

The Company agreed to issue to each of Quick Capital

and Jefferson up to 19,650 shares of our common stock as a “Commitment Fee”

As part of the August Private Placement Offering,

the Company issued two promissory notes each in the principal amount of $275,000 with an original issue discount of $25,000 (the “Private

Placement Notes”).

The Private Placement Notes have a one-time interest payment of $27,500.

Thereafter, any principal amount of

interest which is not paid upon maturity will accrue at a rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum

amount permitted by law from the due date thereof until the same is paid.

The Private Placement Notes have a maturity date of 10 months

after issuance and the proceeds from the notes are for general corporate purposes.

The Company agreed to issue to each of Quick Capital

and Jefferson 19,650 shares of common stock as additional consideration for entering into Private Placement Notes.

The investors have the right, at any time on or following

the earlier of (i) the date that any of the shares are registered for resale under a registration statement of the Company or (ii) the

date that is six (6) months after the issue date, to convert all or any portion of the then outstanding and unpaid principal and interest

into fully paid and non-assessable shares of our common stock.

The conversion price shall be $1.50, subject to adjustments.

We have agreed

to reserve a sufficient number of common stock (initially, 2,000,000 shares) for issuance upon conversion of the Private Placement Notes

in accordance with their terms.

The Company may prepay the Private Placement Notes

at any time with fifteen (15) trading days prior written notice (the “Prepayment Notice Period”).

During the Prepayment Notice

Period, the investor shall have the right to convert all or any portion of the Private Placement Notes pursuant to the terms of the note,

including the amount of the Private Placement Notes to be prepaid.

If the Company exercises its right to prepay the notes in accordance

with their terms, the Company shall make payment to the investor of an amount in cash equal to the sum of:

(i) 100% multiplied by the

principal amount then outstanding plus (ii) accrued and unpaid interest on the principal amount to the prepayment notice date, and (iii)

$750 to reimburse the investor for administrative fees.

If the Company delivers a prepayment notice and fails

to pay the applicable prepayment amount, the Company shall forever forfeit its right to prepay any part of the Private Placement Notes.

The Private Placement Notes have mandatory monthly

payments of $43,200.

The initial payments are due on November 9, 2024 and November 12, 2024, respectively.

The Company’s failure to comply with the material

terms of the Private Placement Notes will be considered an event of default and the principal sum of the Private Placement Notes will

become immediately due and payable at an amount equal to the principal amount then outstanding plus accrued interest (including any default

interest) through the date of full repayment multiplied by 135%, as well as all costs, all without demand, presentment or notice, unless

expressly waived by the investor.

The investor may assign its rights to any “accredited

investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from Quick Capital or to any of its affiliates without

the consent of the Company.

While the Private Placement Notes remain outstanding,

we shall not, without the investor’s written consent (i) (a) pay, declare or set apart for such payment, any dividend or other distribution

on shares of capital stock other than dividends on shares of common stock solely in the form of additional shares of common stock or (b)

directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions

pursuant to any shareholders’ rights plan which is approved by a majority of the Company’s disinterested directors, (ii) redeem,

repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction

or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire

any such shares, or repay any indebtedness of Quick Capital, (iii) advance any loans made in the ordinary course of business in excess

of $100,000, (iv) sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business, and

(v) enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part,

either Section 3(a)(9) or Section 3(a)(10) of the Securities Act.

In conjunction with the August Private Placement

Offering, the Company entered into a registration rights agreement (each a “Registration Rights Agreement”) with each of

Quick Capital and Jefferson.

The Company agreed to file a registration statement with the Securities and Exchange Commission to register

the re-sale of the maximum number of shares of common stock covered in the August Private Placement Offering within sixty (60) calendar

days from the date of execution.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations

are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”).

The notes to the consolidated financial statements contained in this Annual Report

describe our accounting policies used in the preparation of the consolidated financial statements.

None of those policies are deemed to

be critical accounting policies nor critical accounting estimates.

The preparation of these financial statements requires us 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 periods.

Actual results could

differ from those estimates.

We continually evaluate our critical accounting policies and estimates.

March 10, 2026, the Company issued a convertible promissory note to a third-party investor in the principal amount of $57,500 with an

original issue discount of $7,500 (the “March 2026 Convertible Note”).

The note included a one-time interest payment of $7,475

paid upon issuance and has a maturity date of December 10, 2026.

The proceeds from the issuance were used for general working capital

Upon the occurrence of an event of default, the note accrues default interest at a rate of up to 24% of the outstanding principal

Following an event of default, the holder may convert all or any portion of the outstanding balance of the note into shares

of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the Company’s common stock

during the ten trading days preceding conversion, as defined in the note.

2024 Private Placement Offering

August, 2024, the Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each

of Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC a New Jersey

limited liability company (“Jefferson”) whereby it will issue promissory notes in the aggregate principal amount of $550,000

(the “August Private Placement Offering”).

Company agreed to issue to each of Quick Capital and Jefferson up to 19,650 shares of our common stock as a “Commitment Fee”

part of the August Private Placement Offering, the Company issued two promissory notes each in the principal amount of $275,000 with

an original issue discount of $25,000 (the “Private Placement Notes”).

The Private Placement Notes have a one-time interest

payment of $27,500.

Thereafter, any principal amount of interest which is not paid upon maturity will accrue at a rate of the lesser

of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid.

The Private Placement Notes have a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate

The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of common stock as additional consideration

for entering into Private Placement Notes.

investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under

a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any portion of

the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our common stock.

The conversion

price shall be $1.50, subject to adjustments.

We have agreed to reserve a sufficient number of common stock (initially, 2,000,000 shares)

for issuance upon conversion of the Private Placement Notes in accordance with their terms.

Company may prepay the Private Placement Notes at any time with fifteen (15) trading days prior written notice (the “Prepayment

Notice Period”).

During the Prepayment Notice Period, the investor shall have the right to convert all or any portion of the Private

Placement Notes pursuant to the terms of the note, including the amount of the Private Placement Notes to be prepaid.

If the Company

exercises its right to prepay the notes in accordance with their terms, the Company shall make payment to the investor of an amount in

cash equal to the sum of:

(i) 100% multiplied by the principal amount then outstanding plus (ii) accrued and unpaid interest on the principal

amount to the prepayment notice date, and (iii) $750 to reimburse the investor for administrative fees.

the Company delivers a prepayment notice and fails to pay the applicable prepayment amount, the Company shall forever forfeit its right

to prepay any part of the Private Placement Notes.

Private Placement Notes have mandatory monthly payments of $43,200.

The initial payments were due on November 9, 2024 and November 12,

2024, respectively.

Company’s failure to comply with the material terms of the Private Placement Notes will be considered an event of default and the

principal sum of the Private Placement Notes will become immediately due and payable at an amount equal to the principal amount then

outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 135%, as well as

all costs, all without demand, presentment or notice, unless expressly waived by the investor.

investor may assign its rights to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction

from Quick Capital or to any of its affiliates without the consent of the Company.

the Private Placement Notes remain outstanding, we shall not, without the investor’s written consent (i) (a) pay, declare or set

apart for such payment, any dividend or other distribution on shares of capital stock other than dividends on shares of common stock

solely in the form of additional shares of common stock or (b) directly or indirectly or through any subsidiary make any other payment

or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved

by a majority of the Company’s disinterested directors, (ii) redeem, repurchase or otherwise acquire (whether for cash or in exchange

for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of

the Company or any warrants, rights or options to purchase or acquire any such shares, or repay any indebtedness of Quick Capital, (iii)

advance any loans made in the ordinary course of business in excess of $100,000, (iv) sell, lease or otherwise dispose of any significant

portion of its assets outside the ordinary course of business, and (v) enter into any transaction or arrangement structured in accordance

with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) or Section 3(a)(10) of the Securities Act.

conjunction with the August Private Placement Offering, the Company entered into a registration rights agreement (each a “Registration

Rights Agreement”) with each of Quick Capital and Jefferson.

The Company agreed to file a registration statement with the Securities

and Exchange Commission to register the re-sale of the maximum number of shares of common stock covered in the August Private Placement

Offering within sixty (60) calendar days from the date of execution.

Accounting Policies and Estimates

discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The notes to the consolidated financial statements contained in this Annual Report describe our accounting policies used in the preparation

of the consolidated financial statements.

None of those policies are deemed to be critical accounting policies nor critical accounting

The preparation of these financial statements requires us 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 periods.

Actual results could differ from those estimates.

We continually evaluate

our critical accounting policies and estimates.

Accounting Pronouncements

ASU 2023-07 – Segment Reporting (Topic 280)

In November 2023, the FASB issued ASU 2023-07,

2023-07 – Segment Reporting (Topic 280)

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU enhances existing segment reporting

requirements by requiring public entities to disclose more detailed information about a reportable segment’s expenses.

This ASU enhances

existing segment reporting requirements by requiring public entities to disclose more detailed information about a reportable segment’s

Specifically, it introduces a new requirement to disclose significant segment expense categories and amounts that are regularly

provided to the chief operating decision maker (“CODM”) and included in the reported measure of segment profit or loss.

The ASU also extends certain annual segment disclosures to interim periods and clarifies that public entities with a single

reportable segment must apply all existing and new segment disclosure requirements.

The amendments in ASU 2023-07 are effective for

public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024.

The Company adopted this standard for the year ended December 31, 2024 on a retrospective basis.

The Company’s business consists of one

operating segment, which is also its one reportable segment.

The Company derives revenues by providing sales of primarily seafood

products to customers.

The Company’s CODM is its chief executive officer, who reviews financial information presented on a

consolidated basis.

The CODM reviews total assets in the consolidated balance sheets and net loss and

its components in the consolidated statements of operations such as, cost of goods sold and other operating expenses, to assess financial

ASU also extends certain annual segment disclosures to interim periods and clarifies that public entities with a single reportable segment

must apply all existing and new segment disclosure requirements.

The amendments in ASU 2023-07 are effective for public business entities

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

adopted this standard for the year ended December 31, 2024 on a retrospective basis.

Company’s business consists of one operating segment, which is also its one reportable segment.

The Company derives revenues by

providing sales of primarily seafood products to customers.

The Company’s CODM is its chief executive officer, who reviews financial

information presented on a consolidated basis.

The CODM reviews total assets in the consolidated balance sheets and net loss and its

components in the consolidated statements of operations such as, cost of goods sold and other operating expenses, to assess financial

performance and allocate resources.

ASU 2023-09 – Income Taxes (Topic 740)

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

2023-09 – Income Taxes (Topic 740)

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU aims to enhance the transparency and usefulness of income tax disclosures

by requiring public business entities to provide more disaggregated information in the effective tax rate reconciliation and for income

Key provisions include a requirement for tabular reconciliation using both percentages and amounts, broken out into specific

categories, with certain reconciling items at or above a 5% quantitative threshold further disaggregated by nature and/or jurisdiction.

Additionally, the ASU requires disclosure of income taxes paid (net of refunds received), disaggregated by federal, state/local, and foreign

jurisdictions, and amounts paid to individual jurisdictions that comprise 5% or more of total income taxes paid.

The ASU also eliminates

certain existing disclosure requirements related to unrecognized tax benefits and cumulative unrecognized deferred tax liabilities.

public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

The Company does

not expect this adoption to have a material impact on its consolidated financial statements.

ASU 2024-03 – Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

This ASU aims to enhance

the transparency and usefulness of income tax disclosures by requiring public business entities to provide more disaggregated information

in the effective tax rate reconciliation and for income taxes paid.

Key provisions include a requirement for tabular reconciliation using

both percentages and amounts, broken out into specific categories, with certain reconciling items at or above a 5% quantitative threshold

further disaggregated by nature and/or jurisdiction.

Additionally, the ASU requires disclosure of income taxes paid (net of refunds received),

disaggregated by federal, state/local, and foreign jurisdictions, and amounts paid to individual jurisdictions that comprise 5% or more

of total income taxes paid.

The ASU also eliminates certain existing disclosure requirements related to unrecognized tax benefits and

cumulative unrecognized deferred tax liabilities.

For public business entities, the amendments in ASU 2023-09 are effective for annual

periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this guidance on its consolidated financial

statements and related disclosures.

The Company does not expect this adoption to have a material impact on its consolidated financial

2024-03 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires public business entities

to disclose more detailed information about certain costs and expenses in the notes to their financial statements, both in annual and

interim filings.

The objective is to provide investors with greater transparency into a company’s expense structure, enabling a better

understanding of performance, assessment of future cash flows, and comparison with other entities.

Key provisions include the disaggregation,

in a tabular format, of specific natural expense categories such as purchases of inventory, employee compensation, depreciation, and intangible

asset amortization, within each relevant expense caption on the income statement.

The ASU also requires disclosure of the total amount

of selling expenses and a qualitative description of expenses remaining in the “other” category.

For public business entities,

the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual

reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adopting this ASU on its financial

statements and disclosures.