What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-05-22 compared with 2025-06-23 · 842 added, 1005 removed, 673 unchanged (73% of the section changed)

3 unchanged sentences

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

Consolidated Balance Sheets as of December 31, 2025 and 2024

3 unchanged sentences

Notes to Consolidated Financial Statements

Report of Independent

Registered Public Accounting Firm

the Board of Directors and Shareholders

Blue Star Foods Corp.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Blue Star Foods Crop.

(the Company) as of December 31, 2025, and the related

consolidated statement of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flow for the year

then ended and the related notes (collectively referred to as the financial statements).

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

31, 2025, and the results of its operations and its cash flow for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

Concern Considerations

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

The Company has suffered

recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue

as a going concern.

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

The financial statements do not include

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

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

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

financial statements based on our audits.

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

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

federal securities

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

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

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

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

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

As part of our audits,

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

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

Accordingly, we express no such opinion.

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgements.

The communication of a critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

for Convertible Notes and warrants

Audit Matter Description

discussed in Note 6 to the consolidated financial statements, the Company issued multiple convertible notes during 2025, which contained

embedded features.

Under ASC 815, Derivatives and Hedging , management is required to assess whether these embedded features should

be bifurcated and accounted for separately as derivative liabilities.

auditing of the Company’s convertible notes involved especially challenging auditor judgment due to the complexity of the embedded

features and the application of complex accounting guidance and consideration of various terms and conditions within the convertible

note agreements.

audit procedures to address the accounting of the convertible notes included the following, among others:

obtained and read the terms and conditions of all convertible notes issued to understand

the various features associated with the convertible notes.

assessed whether the embedded features met the bifurcation criteria under ASC 815, including

the evaluation of whether these features were clearly and closely related to the debt host.

evaluated management’s application of ASC 815-15 and ASC 480 to determine whether the

identified embedded features should be classified as derivatives and assessed the appropriateness

of their conclusions.

evaluated management’s application of ASC 815-40 and ASC 480 to determine whether the

derivatives related to warrants should be classified as liability or equity and assessed

the appropriateness of their conclusions.

evaluated the competency and objectivity of the expert engaged by us to perform the accounting

analysis of the convertible notes.

GreenGrowthCPAs

have served as the Company’s auditor since 2025.

Angeles, California

ID Number 6580

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

on the Financial Statements

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

and its subsidiaries (collectively, the “Company”)

as of December 31, 2024 and 2023 and the related consolidated statements of operations, stockholders’ equity, 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 31,2024 and 2023,

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

in the United States of America.

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

and its subsidiaries (collectively, the

“Company”) as of December 31, 2024 and the related consolidated statements of operations, stockholders’ equity,

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, 2024, and the result of its operation and its cash flows for the year then ended, in conformity with accounting

principles generally accepted in the United States of America.

Concern Matter

11 unchanged sentences

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

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

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

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

1 unchanged sentence

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

As part of our audits

As part of our audit

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

1 unchanged sentence

Accordingly, we express no such opinion.

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

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

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

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.

We believe that our audit provide

a reasonable basis for our opinion.

MaloneBailey, LLP

www.malonebailey.com

have served as the Company’s auditor since 2014.

have served as the Company’s auditor from 2014 to 2025.

Star Foods Corp.

4 unchanged sentences

Inventory, net

Advances to related party, net

Other current assets

Advance to related party

Total Current Assets

RELATED PARTY LONG-TERM RECEIVABLE, NET

RELATED PARTY LONG-TERM RECEIVABLE

FIXED ASSETS, net

RIGHT OF USE ASSET

ADVANCES TO RELATED PARTY, NET

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accruals

Accounts payables

Accrued expense

Accrued compensation

Customer refunds

Deferred income

Convertible notes, net of debt discounts

Convertible notes, at fair value

Current maturities of lease liabilities

Current maturities of related party long-term notes

Related party notes payable - subordinated

Loan payable, net of non-current portion

Derivative liability

Warrants liability

Other current liabilities

2 unchanged sentences

Lease liability, net of current portion

Debt, net of current portion and discounts

Loan payable, net of current portion

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY

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

Series A Super-Voting Convertible Preferred Stock, $ 0.0001 par value;

5,000,000 shares authorized, 1,000,000 shares issued and outstanding as of December 31, 2025, and 0 shares issued and outstanding as of December 31, 2024

6 unchanged sentences

( 46,289,219 )

Stock subscription receivable

Treasury stock, 151 shares as of December 31, 2025 and 151 shares as of December 31, 2024

TOTAL STOCKHOLDERS’ EQUITY

( 2,356,502 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

Star Foods Corp.

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

Blue Star Foods Corp.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

1 unchanged sentence

COST OF REVENUE

GROSS PROFIT (LOSS)

( 1,288,990 )

SALARIES AND WAGES

DIRECTOR COMPENSATION

DEPRECIATION AND AMORTIZATION

3 unchanged sentences

( 10,115,399 )

CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES

CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES

CHANGE IN FAIR VALUE OF CONVERTIBLE NOTES

LOSS ON SETTLEMENT OF DEBT

3 unchanged sentences

( 12,478,487 )

( 4,471,612 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

9 unchanged sentences

Weighted average common shares outstanding - basic and diluted

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

Star Foods Corp.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

ENDED DECEMBER 31, 2024 AND 2023

Series A Preferred Stock

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

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

YEAR ENDED DECEMBER 31, 2025 AND 2024

Preferred Stock

$.0001 par value

Stock Subscription

Comprehensive

2 unchanged sentences

( 33,810,732 )

$ ( 235,853 )

$ ( 1,245,723 )

Stock based compensation

1 unchanged sentence

Common stock issued for note payment

Common stock issued for cash and exercise of warrants

Common stock issued to settle related party notes payable

Common stock issued to settle subordinated related party note

Common stock issued for cash and exercise for warrants

Common stock issued for loan commitment fees

Treasury Stock

7 unchanged sentences

Common stock issued for service

Common stock issued for directors stock compensation

Common stock issued for note payment

Common stock issued for cash

Common stock issued for loan commitment fees

Series A Super-Voting Convertible Preferred Stock

( 3,582,512 )

4 unchanged sentences

( 2,356,502 )

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

Star Foods Corp.

STATEMENTS OF CASH FLOWS

( 49,871,732 )

( 2,356,502 )

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

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31

5 unchanged sentences

Common stock issued for service

Write-off of fixed assets

Write-off of PPE

Depreciation of fixed assets

1 unchanged sentence

Allowance for inventory obsolescence

Allowance for related party advances and long-term receivable

Allowance for advances and Related Party long-term receivable

Loss on settlement of debt

1 unchanged sentence

Credit loss expense

(Gain) loss on revaluation of fair value of derivative and warrant liabilities

( 2,497,088 )

Change in fair value of derivative liabilities

Change in fair value of convertible notes

Changes in operating assets and liabilities:

4 unchanged sentences

Accounts payable and accruals

( 1,737,997 )

Accrued compensation

Customer refunds

Deferred income

Other current liabilities

Net Cash (Used in) Operating Activities

( 6,195,893 )

( 3,530,662 )

CASH FLOWS FROM INVESTING ACTIVITIES:

3 unchanged sentences

Proceeds from common stock offering

Proceeds from sale of prefunded warrants

Proceeds from working capital line of credit

Proceeds from short-term loans

Proceeds from convertible debt

Repayments of working capital line of credit

( 4,182,971 )

Repayments of short-term loans

( 1,955,924 )

Principal payments of convertible debt

Proceeds from short-term loan

Repayments of short-term loan

( 1,955,924 )

Repayments of related party notes payable

Purchase of treasury stock

Net Cash Provided by Financing Activities

5 unchanged sentences

Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES

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

Common stock issued for partial conversion of note payable

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES AND FINANCING ACTIVITIES

Common stock issued for partial settlement of note payable

Common stock issued for loan commitment fees

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

Common stock issued for directors stock compensation

Director’s compensation included in advances to related parties

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

TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Company Overview

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

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

other premium seafood products.

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.

Co.”) was incorporated in the State of Florida in May 1995.

The Company has three other subsidiaries, Coastal Pride, TOBC and

AFVFL, which maintain the Company’s fresh crab meat, steelhead salmon and packaged seafood and other inventory businesses,

respectively.

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

Asia 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

On February 1, 2024, the Company

entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures, Inc.

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.

(“Keeler & Co.”) was incorporated

in the State of Florida in May 1995.

The Company has three other subsidiaries, Coastal Pride, TOBC and AFVFL, which maintain the Company’s

fresh crab meat, steelhead salmon and packaged seafood and other inventory businesses, respectively.

The Company’s current source

of revenue is importing blue and red swimming crab meat primarily from South East Asia 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.

the year ended December 31, 2025, the Company dissolved John Keeler & Co., Inc.

(“Keeler & Co.”).

Following its dissolution,

the Company’s seafood importing, packaging and distribution operations previously conducted through Keeler & Co.

consolidated within the Company’s remaining entities.

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 earn all of the revenue and profits by the purchase and sale of Afritex’s inventory.

Under the Services

Agreement, Afritex may not sell or otherwise use as consideration any of its intellectual property without the Company’s

The Company must maintain certain commercial liability insurance during the term of the Services Agreement.

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 Agreement.

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.

The Company automatically extended the Service Agreement to August 31, 2024 after which it expired.

The Company incurred losses of approximately $1.5 million from our Services

Agreement with Afritex.

In 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

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 100,000

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

Under the Services Agreement,

Afritex may not sell or otherwise use as consideration any of its intellectual property without the Company’s consent.

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 Agreement.

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.

The Company automatically extended the Service Agreement to August 31,

2024 after which it expired.

The Company incurred losses of approximately $1.5 million from our Services Agreement with Afritex.

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 100,000 shares of the Company’s common stock were issued on February 12, 2024 to be held in escrow,

for intangible assets.

The Company did not exercise its option to purchase such intangible assets, machinery and equipment.

In connection with the Services Agreement, on February 1, 2024, AFVFL,

a wholly-owned subsidiary of the Company, was incorporated in the State of Florida for the purpose of purchasing raw materials from Afritex

for the preparation of packaged seafood and other inventory to be sold to various customers in the United States.

On May 20, 2024, the Company amended

its Certificate of Incorporation to affect a one-for-fifty reverse stock split (“Reverse Stock Split”), which became effective

the same day.

All share and per share amounts have been restated for all periods presented to reflect the Reverse Stock Split.

Restatement of Previously Issued Unaudited Financial Statements

the course of preparing our December 31, 2024 financial statements, the Company determined that it had incorrectly applied the

provisions of ASC 606 in revenues recorded pursuant to our service agreement with Afritex Texas and also incorrectly accounted

certain inventory transactions and expenses related to such agreement.

Specifically, the Company determined that not all of the

criteria under ASC 606-10-25-1 was met to support the recognition of revenues amounting to approximately $ 1.2 million for the three

months ended March 31, 2024, approximately $ 1.1 million and $ 2.3 million for the three and six months ended June 30, 2024 and

approximately $ 0.6 million and $ 3.0 million for the three and nine months ended September 30, 2024.

The above also resulted to

errors in the accounting of the Company’s inventory and other related transactions with Afritex.

These errors resulted to

misstatements that required restatement of our previously issued unaudited interim financial statements for 2024.

following tables present the impact of the restatements, to the applicable line items in the unaudited consolidated balance sheets, unaudited

consolidated statements of operations, and unaudited consolidated statements of cash flow to the Company’s previously issued unaudited

consolidated financial statements for the three months ended March 31, 2024, the three and six months ended June

30, 2024 and the three and nine months ended September 30, 2024.

The restatements did not impact the reported amounts of net cash used

in operating, investing and financing activities for the above-mentioned periods.:

Balance Sheet (unaudited) as of,

of Previously Reported Consolidated Financial Statements

Previously Reported

Accounts receivable, net

$ ( 490,750 )

$ ( 400,833 )

$ ( 994,740 )

Inventory, net

Other current

Total current assets

( 2,311,425 )

Accounts payable and accruals

Total current liabilities

Total liabilities

Accumulated deficit

( 34,903,827 )

( 35,090,183 )

( 36,745,793 )

( 37,123,940 )

( 38,070,941 )

( 2,100,558 )

( 40,171,499 )

Total stockholders’ equity

( 2,100,558 )

Total liabilities and stock holders’ equity

( 2,311,425 )

Statements of Operations and Comprehensive loss (unaudited) as of,

As Previously Reported

Three Months Ended March 31

As Previously Reported

$ ( 1,200,974 )

Cost of revenue

Other Operating Expenses

Loss from operations

( 1,028,555 )

( 1,093,095 )

( 1,279,451 )

Net loss attributable to common stockholders

( 1,093,095 )

( 1,279,451 )

Comprehensive loss

( 1,015,062 )

( 1,201,418 )

Net loss per common share - basic and diluted

Statements of Operations and Comprehensive loss (unaudited) as of,

As Previously Reported

Three months ended June 30, 2024

Six months ended June 30, 2024

As Previously Reported

$ ( 1,141,540 )

$ ( 2,342,514 )

Cost of revenue

( 1,885,103 )

Other operating expenses

Loss from operations

( 1,533,922 )

( 1,912,069 )

( 1,841,967 )

( 2,033,757 )

( 2,935,062 )

( 3,313,209 )

Net loss attributable to common shareholders

( 1,841,967 )

( 2,033,757 )

( 2,935,062 )

( 3,313,209 )

Comprehensive loss

( 1,823,178 )

( 2,014,968 )

( 2,838,240 )

( 3,216,387 )

Net loss per common share - basic and diluted

Statements of Operations and Comprehensive loss (unaudited) as of,

As Previously Reported

Three months ended September 30, 2024

Nine months ended September 30, 2024

As Previously Reported

$ ( 624,504 )

$ ( 2,967,018 )

Cost of revenue

( 2,221,838 )

Gross profit (loss)

Other operating expenses

Loss from operations

( 1,722,412 )

( 2,642,207 )

( 2,453,717 )

( 2,100,558 )

( 4,554,275 )

( 1,325,147 )

( 1,722,412 )

( 3,047,559 )

( 4,260,209 )

( 2,100,558 )

( 6,360,767 )

Net loss attributable to common shareholders

( 1,325,147 )

( 1,722,412 )

( 3,047,559 )

( 4,260,209 )

( 2,100,558 )

( 6,360,767 )

Comprehensive loss

( 1,343,145 )

( 1,722,412 )

( 3,065,557 )

( 4,181,385 )

( 2,100,558 )

( 6,281,943 )

Net loss per common share - basis and diluted

Statements of Cash Flows (unaudited) as of,

As Previously

Months Ended March 31, 2024

Ended June 30, 2024

Nine Months Ended September 30, 2024

As Previously

$ ( 1,093,095 )

$ ( 186,356 )

$ ( 1,279,451 )

$ ( 2,935,062 )

$ ( 378,147 )

$ ( 3,313,209 )

$ ( 4,260,209 )

$ ( 2,100,558 )

$ ( 6,360,767 )

Credit loss expense

Accounts receivables

( 1,029,836 )

Other current assets

( 1,524,042 )

Accounts payable and accruals

connection with the Services Agreement, on February 1, 2024, AFVFL, a wholly-owned subsidiary of the Company, was incorporated in the

State of Florida for the purpose of purchasing raw materials from Afritex for the preparation of packaged seafood and other inventory

to be sold to customers in the United States.

Following the expiration of the Services Agreement with Afritex, AFVFL is no longer an

active operating entity of the Company.

AFVFL has not conducted any operating activities since the expiration of the Services Agreement

and had no material assets or liabilities as of December 31, 2025.

the year ended December 31, 2025, the Company dissolved Afritex Ventures Inc.

May 20, 2024, the Company amended its Certificate of Incorporation to affect a one-for-fifty reverse stock split (“Reverse Stock

Split”), which became effective the same day.

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

the Reverse Stock Split.

Summary of Significant Accounting Policies

61 unchanged sentences

write-downs are charged to cost of goods sold.

For the year ended December 31, 2024, 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 $ 286,319 which was

charged to cost of goods sold and an inventory allowance of $ 1,417,305 .

For the year ended December 31, 2024, 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 $ 286,319 which was charged to cost

of goods sold and an inventory allowance of $ 1,417,305 .

For the year ended December 31, 2025, no additional adjustment to the carrying

value of inventory was recorded, and the inventory allowance was reduced to $ 516,619 .

Company’s inventory as of December 31, 2025 and December 31, 2024 consists of:

4 unchanged sentences

Raw materials for packaged seafood

In-transit inventory

Inventory allowance

1 unchanged sentence

Inventory, net

to Suppliers and Related Party

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

These advances

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

In the event that it becomes necessary for

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

and these credits are also reflected against future shipments.

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

During the year ended December 31, 2024, the Company determined it was appropriate to record an allowance for the full balance due from

No new purchases have been made from Bacolod since November 2020.

cost of revenue related to inventories purchased from Bacolod

recorded for the years ended December 31, 2024 and 2023.

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

Schedule of Estimated Useful Life of Assets

Furniture and fixtures

25 unchanged sentences

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

The TOBC results were translated into U.S.

The TOBC results were translated into

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

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

TOBC’s revenue and expenses were translated into

Dollars at the average rates that prevailed during the period.

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

31, 2024 was 0.70 Canadian Dollars to U.S.

Dollars and for December 31, 2023 was 0.74 Canadian Dollars to U.S.

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 $ 185,169 and $ 55,900 for

the years ended December 31, 2024 and December 31, 2023, respectively.

rate used in the financial statements for TOBC as presented for December 31, 2025 was 0.73 Canadian Dollars to U.S.

Dollars and for

December 31, 2024 was 0.70 Canadian Dollars to U.S.

The resulting net translation gains and losses are reported as

foreign currency translation adjustments in stockholders’ equity as a component of comprehensive (loss) income.

recorded foreign currency translation adjustment resulting in a loss of approximately $ 72,345

for the year ended December 31, 2025, and a gain of approximately $ 185,169

for the years ended December 31, 2024.

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

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The Company’s source of revenue is from importing

blue and red swimming crab meat primarily from India, Brazil, Indonesia, and Peru 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.

The Company also sells its products to wholesalers, retail establishments and

seafood distributors.

blue and red swimming crab meat primarily from India, Brazil, Indonesia, and Peru 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.

sell primarily to food service distributors.

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

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

income consists of income and gains that are not directly related to the Company’s core operations.

For the year ended December

31, 2025, other income primarily includes approximately $ 66,000 related to Employee Retention Tax Credit (“ERTC”) refunds

and approximately $ 790,000 related to the write-off of certain other current liabilities for which the Company determined that settlement

was no longer legally enforceable.

Company accounts for its leases under ASC 842, Leases , which requires all leases to be reported on the balance sheet as right-of-use

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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

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

6 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.

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, 2025.

The Company’s leases generally have terms that range from three years for

equipment and 6 six

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

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

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of Remaining Lease Term and Discount Rates for Operating Leases

December 31, 2024

Weighted-average remaining lease term

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Concentration

Company had five customers which accounted for approximately 48 %

Company had six customers which accounted for approximately 49 %

of revenue during the year ended December 31, 2025.

Two customer accounted for 31 %

The Company’s two largest customers accounted for 14 % and 10 %, respectively,

of revenue during the year ended December 31, 2025.

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 five customers which accounted for approximately 48 % of revenue during the year ended December 31, 2024.

Two customers accounted

for 31 % of revenue during the year ended December 31, 2024.

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 three major suppliers located in India, Philippines, and Indonesia which accounted for approximately 66 % of the Company’s

total purchases during the year ended December 31, 2025.

The Company’s largest suppliers are located in Indonesia, India, and Philippines and accounted for

34.7 %, 15.6 %, and 15 %, respectively, of the Company’s total purchases in the year ended December 31, 2025.

Company had four major suppliers located in India, Brazil, Peru, and Indonesia which accounted for approximately 61 % of the Company’s

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of the Company’s total purchases in the year ended December 31, 2024.

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.

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

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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, 2024 and 2023.

The Company elected to account for certain convertible promissory notes at fair value, with the entire instrument

measured at fair value on a recurring basis rather than separately accounting for embedded conversion features.

As of December 31, 2025,

the Company had convertible debt measured at fair value.

As of December 31, 2024, the Company had convertible debt measured at fair value

on a recurring basis.

of Derivative and Warrant Liabilities Measured at Fair Value

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Fair Value Measurement using Fair Value Hierarchy

Fair value of convertible debt

Derivative liability on convertible debt

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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 years ended

December 31, 2024 and 2023:

of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability

table below presents the change in the fair value of the derivative liability convertible note payable for the

year ended December 31, 2025 and 2024:

of Change in Fair Value of Derivative Liability Convertible Note Payable

Derivative liability balance, beginning of year

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Derivative liability balance, end of year

Warrant liability balance, beginning of year

Issuance of warrant liability during the period

Settlement of warrant liability

Change in warrant liability during the period

Warrant liability balance, end of year

fair market value of all derivatives and warrant liability as of December 31, 2023 was determined using the Black-Scholes option pricing

model which used the following assumptions:

table below presents the change in the fair value of the convertible note payable for the year ended December 31, 2025:

Fair value balance, beginning of year

Issuance of convertible note payable

Change in fair value

Fair value balance, end of year

fair market value of all convertible debt as of December 31, 2024 was determined using the Black-Scholes

option pricing model which used the following assumptions:

of Fair Market Value of Derivatives

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Expected term

fair market value of all derivatives and warrant liability as of December 31, 2024 was determined using the Black-Scholes option pricing

model which used the following assumptions:

Expected dividend yield

Expected stock price volatility

Risk-free interest rate

Expected term

fair market value of all convertible debt as of December 31, 2025 was determined using the Monte Carlo simulation model which used the

following assumptions:

dividend yield

stock price volatility

interest rate

or Loss per Share

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The Company accounts for forfeitures as they occur.

the normal course of business, the Company may advance payments to its suppliers, including Bacolod Blue Star Export Corp.

a related party.

These advances are generally in the form of prepayments for products expected to ship within a short period of time.

In instances where product returns or quality adjustments are required, the Company receives credits from the vendor in the normal course

of business, which are applied against future shipments.

of December 31, 2024, the balance due from Bacolod for future shipments was approximately $ 1,300,000 .

During the year ended December

31, 2024, the Company determined that it was appropriate to record a full allowance against this balance due to uncertainty regarding

collectability.

The Company continues to maintain a full allowance against this balance as of December 31, 2025.

No purchases have been

made from Bacolod since November 2020, and no cost of revenue related to inventories purchased from Bacolod was recorded for the years

ended December 31, 2025 and 2024.

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, 2024, and 2023, there was approximately $ 8,300 and $ 83,000 , respectively, in interest paid to related parties notes payable.

A party is considered related

to the Company if it directly or indirectly controls, is controlled by, or is under common control with the Company.

Related parties

also include principal owners, management, members of their immediate families, and other entities over which the Company or its affiliates

may exercise significant influence, or that may exercise significant influence over the Company.

of December 31, 2025 and 2024, interest paid on related party notes payable was approximately $ 0 and $ 8,300 , respectively.

of December 31, 2025 and 2024, the Company had outstanding advances of $ 72,300 to Sustainable Seafood Philippines, a related party, in

connection with the planned acquisition of Bacolod’s assets.

The Company recorded a full valuation allowance against these advances

due to uncertainty regarding collectability.

As of December 31, 2025, the Company had total advances to a related party of $ 151,925 , which do not bear interest.

During the year, $ 60,000 originally intended for the issuance of common stock was applied as a reduction of amounts due from the related

As of December 31, 2025, the net balance due from the related party totalled $ 91,925 .

This transaction was non-cash in nature and

is reflected within related party balances.

Company also has a long-term receivable from Strike the Gold Foods Limited (“Strike the Gold”), a related party.

As of December

31, 2024, the Company had outstanding advances of $ 72,300 to Sustainable Seafood Philippines, a related party, in connection with the planned acquisition of Bacolod’s assets, which will be carried out by Sustainable Seafood Philippines.

The Company recorded a full valuation allowance on these advances due to uncertainty regarding collectability.

During the year ended December 31,

2024, the Company recognized a full valuation allowance on its long-term receivable of $ 435,540

with Strike the Gold Foods Limited (“Strike the Gold”), a related party, due to uncertainty regarding its

31, 2025 and 2024, the Company maintained a full valuation allowance of $ 435,540 against this receivable due to uncertainty regarding

collectability.

During the year ended December 31, 2024, the Company advanced $ 37,500 for shipment expenses in connection with

product sold to Strike the Gold of $ 210,354 .

A full valuation allowance was also recognized for the advances while the recognition of the sales was deferred

until the consideration is collected.

No changes were made to the valuation allowance during the year ended December 31, 2025.

the year ended December 31, 2024, the Company advanced $ 37,500 for shipment-related expenses in connection with product sales to Strike

the Gold totalling $ 210,354 .

A full valuation allowance was recorded against these advances, and revenue recognition on such sales was

deferred until collection of consideration.

No collections or additional advances related to Strike the Gold were recorded during the

year ended December 31, 2025.

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

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There were no amounts related to interest and penalties recognized for the years ended December 31, 2025 or

Reclassification

of Prior Year Presentation

prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on

the reported results of operations.

Accounting Pronouncements

Segment Information

In November 2023, the FASB issued ASU 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 effective January 1, 2024.

The Company’s business consists of one

operating segment, which is also its one reportable segment.

The Company derives revenue 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 statement 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 effective January 1, 2024.

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

The Company derives revenue 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 statement 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.

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

2025-01 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

the Effective Date

January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Clarifying the Effective Date.

This update clarifies the effective date guidance in ASU 2024-03, which requires public

business entities to disclose, in the notes to the financial statements, the disaggregation of certain income statement expense line

The amendments do not change the disclosure requirements established by ASU 2024-03 but clarify when entities are required to

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.

ASU 2025-05 — Financial Instruments — Credit

Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued ASU 2025-05,

Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

ASU introduces a practical expedient to simplify the estimation of expected credit losses for current trade accounts receivable and current

contract assets arising from revenue transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under the expedient,

entities may assume that current conditions as of the balance sheet date will persist for the remaining life of those short-term assets

when measuring expected credit losses.

For public business entities, the amendments are effective for annual reporting periods beginning

after December 15, 2025, and interim reporting periods within annual reporting periods beginning after December 15, 2025.

is currently evaluating the impact of adopting this ASU on its financial statements and disclosures.

2025-07 — Leases (Topic 842)

December 2024, the FASB issued ASU 2025-07, Leases (Topic 842).

This ASU provides targeted improvements to the guidance in Topic 842

intended to enhance clarity and operability, including updates related to lease classification, presentation, and disclosure requirements.

The amendments are intended to simplify application and improve consistency in the accounting for lease transactions.

For public business

entities, the amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods

within annual reporting periods beginning after December 15, 2025.

The Company is currently evaluating the impact of adopting this ASU

on its financial statements and disclosures.

2025-11 — Interim Reporting (Topic 270)

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270).

This ASU enhances interim reporting requirements by improving

the consistency and transparency of disclosures provided in interim financial statements.

The amendments are designed to provide users

with more decision-useful information about changes in financial position and results of operations during interim periods.

business entities, the amendments are effective for interim reporting periods beginning after December 15, 2025.

The Company is currently

evaluating the impact of adopting this ASU on its interim financial statement disclosures.

2025-12 — Accounting Standards Codification Improvements

December 2025, the FASB issued ASU 2025-12, Accounting Standards Codification Improvements.

This ASU includes various amendments to the

Accounting Standards Codification intended to clarify, correct, or improve existing guidance.

The amendments generally do not change

current accounting practice and are not expected to have a material impact on the Company’s financial statements.

For public business

entities, the amendments are effective for annual reporting periods beginning after December 15, 2025.

The Company is currently evaluating

the impact of adopting this ASU on its financial statements and disclosures.

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 $ 12,478,487 , has an accumulated deficit of $ 46,289,219 and working capital deficit of $ 411,225 .

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.

Company incurred a net loss of $ 3,582,512 ,

has an accumulated deficit of $ 49,871,732

and working capital deficit of $ 2,528,067 .

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

The Company’s ability to

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

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

The failure to

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

The consolidated financial statements

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

Other Current Assets

current assets totaled $ 1,109,494 and $ 833,472

for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, approximately $ 943,000 and $ 136,000

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.

current assets totalled $ 594,220 and $ 1,109,494 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025,

approximately $ 501,000 and $ 26,000 of the balance was related to prepaid inventory to the Company’s suppliers and professional

fees, respectively.

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

Fixed Assets, Net

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Fixed assets, net

During the year ended December 31, 2024, the Company wrote off building

improvements and RAS system improvements with a total carrying amount of $ 276,867 as they were determined to be no longer useful.

the years ended December 31, 2024 and 2023, depreciation expense totaled approximately $ 5,900 and $ 4,500 , 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.

the years ended December 31, 2025 and 2024, depreciation expense totalled approximately $ 27,000 and $ 5,900 , respectively.

Loans, Convertible Debt, and Derivative Liabilities

Keeler Promissory Notes – Subordinated

Company had unsecured promissory notes outstanding to John Keeler of $ 0 and $ 165,620 as of December 31, 2024 and 2023, respectively.

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

The Company made principal payments during the year ended December 31, 2024 and 2023 of $ 165,620 and $ 157,380 , respectively.

the year ended December 31, 2023, the Company issued 79,167 shares of its common stock to settle $ 570,000 principal of the subordinated

Company previously had unsecured promissory notes outstanding to John Keeler that were payable on demand and bore interest at an annual

These notes were subordinated to the Lighthouse note beginning March 31, 2021.

During the year ended December 31, 2024, the

Company made principal payments totalling $ 165,620 , which fully satisfied the remaining balance of the notes.

As of December 31, 2025

and December 31, 2024, no amounts remained outstanding and there was no activity related to these notes during the year ended December

Debt with Third-Party Investors

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

4 unchanged sentences

of each quarter.

the year ended December 31, 2023, $ 250,000 of the outstanding principal was paid in shares of common stock of the Company.

the year ended December 31, 2024, $ 100,000 of the outstanding principal was paid cash.

expense for the note totaled approximately $ 3,800 and $ 14,100 during the year ended December 31, 2024 and December 31, 2023, respectively.

of December 31, 2024 and December 31, 2023, the outstanding principal balance on the note totaled $ 0 and $ 100,000 , respectively.

the year ended December 31, 2024, the Company repaid the remaining $ 100,000 principal balance in cash, fully satisfying the note.

expense related to the note totalled approximately $ 3,800 during 2024.

of December 31, 2025 and 2024, no amounts were outstanding and there was no activity related to this note during 2025.

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 5 warrant to purchase 1,000,000 shares of common stock at an exercise price of $ 4.50 per

share, subject to customary adjustments ( 1,000 shares of common stock at an exercise price of $ 4,500 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 $ 4,500 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 $ 0 and $ 643,777

for the year ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and December 31, 2023, the unamortized discount

on the 2022 Lind Note was $ 0 , 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 $1,500 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 Lind Note.

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 ($ 5,000 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.

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 27,584 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

53 unchanged sentences

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 $ 355,500.00 .

During the year ended December 31, 2024, $ 1,500,000 of note principal was

converted to 1,891,310 shares of common stock.

of December 31, 2024, the outstanding balance on the notes was $ 55,500 , net of debt discount of $ 27,656 , and totaling $ 27,844 .

December 31, 2024, the total derivative liability and warrant liability was $ 49,565 and $ 0 , respectively.

Lending, LLC loan

June 14, 2023, the Company, through its subsidiary Keeler & Co.

(“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,

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 Borrower’s assets, including receivables.

the year ended December 31, 2023, the Company made principal and interest payments on the loan totaling $ 525,000 and $ 116,658 , respectively,

and the outstanding interest balance was refinanced on January 2, 2024 loan.

The refinancing 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.

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 .

the year ended December 31, 2025, there were no principal payments or conversions related to this note.

As of December 31, 2025, the

remaining outstanding balance under the Waiver Agreement was $ 55,500 .

As of December 31, 2025, there was no derivative liability and warrant liability.

January 28, 2025, the Company entered into a subordinated business loan and security agreement 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.

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 refinanced 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.

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.

For the year ended December 31, 2025,

2024, the Company made principal payments on the loan totaling $ 122,491 and interest payments of $ 48,996 .

The outstanding balance on

the loan was $ 0 as of December 31, 2024.

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 ) and is due on

April 1, 2024 .

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

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, 2024, the Company made principal payments on the loan totaling $ 112,000 and interest payments of $ 84,000 .

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

March 1, 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 $ 79,800 ) is due on August

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 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 March

1, 2024, in the principal amount of $ 210,000 which note is secured by all of the Borrowers’ assets, including receivables.

the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 210,000 and interest payments of $ 79,800 .

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

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

Commencing 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 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 May

9, 2024, in the principal amount of $ 210,000 which note is secured by all of the Borrowers’ assets, including receivables.

the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 210,000 and interest payments of $ 84,000

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

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

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.

the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 210,000 and interest payments of $ 29,556

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

January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink Capital LLC (“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 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 $ 14,706 , commencing February

1, 2024 for the term of the agreement.

On January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink as a commitment

fee, with a fair value of $ 50,000 .

For the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 200,000

and interest payments of $ 50,000 .

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

Diagonal Notes

April 16, 2024, 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 .

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 rate of 22 % of the then outstanding principal

the Company made principal payments on the loan totalling $ 154,000 and no interest payments were made.

The outstanding balance on the

loan was $ 266,000 as of December 31, 2025.

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 September 2024 Convertible Note has an

interest rate of 13 % with a one-time interest payment of $ 23,322 paid upon issuance and a maturity date of June 15, 2025 .

from the issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the September

2024 Convertible 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.

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.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid

amount of the September 2024 Convertible Note into shares of the Company’s common stock at a conversion price of 65 % of the market

price as described in the note.

The Company may not, without 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 April Diagonal Note.

For 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.

September 9, 2024, the Company issued to Diagonal 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 an interest rate of 13 % with a

one-time interest payment of $ 23,322 paid upon issuance and a maturity date of June 15, 2025 .

The proceeds from the sale of 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.

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

Note into shares of the Company’s common stock at a conversion price of 65 % of the market price as described in the note.

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 September Diagonal Note.

The Company is required to make monthly payments starting March 15, 2025, until the

due date of June 15, 2025.

of shares upon the full conversion of the September 2024 Convertible Note.

The Company is required to make monthly payments starting

March 15, 2025, until the due date of June 15, 2025.

The first payment due March 15, 2025, is $ 131,769 .

The monthly payment for April 15, 2025, May 15, 2025, and

June 15, 2025, is $ 23,651 .

For the year ended December 31, 2024, no principal and interest payments were made.

The outstanding balance

on the loan was $ 179,400 as of December 31, 2024.

October 1, 2024, 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 an interest rate of 12 % with 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.

Upon the 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.

Additionally,

Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the October Diagonal Note into shares

of the Company’s common stock at a conversion price of 75 % of the market price as described in the note.

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

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

the October Diagonal Note.

For the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 40,634 and

interest payments of $ 4,876 .

The outstanding balance on the loan was $ 81,266 as of December 31, 2024.

December 16, 2024, 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 an interest rate of 12 % with a one-time

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

The proceeds from the sale of the December

Diagonal Note are for general working capital.

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

The monthly payment for April

15, 2025, May 15, 2025, and June 15, 2025, is $ 23,651 .

For the year ended December 31, 2025, the Company repaid the loan in full, including

principal payments of $ 179,400 , interest payments of $ 23,322 , and default interest of $ 17,090 of which $ 42,250 was settled through the

issuance of 1,639,719 shares of common stock.

As of December 31, 2025, no balance remained outstanding.

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 October 2024 Convertible Note has an interest

rate of 12 % with a one-time interest payment of $ 14,628 paid upon issuance and a maturity date of June 30, 2025 .

The proceeds from the

issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the October 2024

Convertible 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.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid

amount of the October 2024 Convertible Note into shares of the Company’s common stock at a conversion price of 75 % of the market

price as described in the note.

The Company may not, without 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 October 2024 Convertible Note.

For the year ended December 31, 2025, the Company repaid the

loan in full, including principal payments of $ 121,900 and interest payments of $ 14,628 .

As of December 31, 2025, no balance remained

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 December 2024 Convertible Note has an interest

rate of 12 % with a one-time interest payment of $ 10,902 paid upon issuance and a maturity date of September 15, 2025 .

The proceeds from

the issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the December

2024 Convertible 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.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid

amount of the December 2024 Convertible Note into shares of the Company’s common stock at a conversion price of 75 % of the market

price as described in the note.

The Company may not, without 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 December 2024 Convertible Note.

For the year ended December 31, 2025, the Company repaid the

loan in full, including principal payments of $ 90,850 and interest payments of $ 10,902 , of which $ 10,732 was settled through the issuance

of 2,177,105 shares of common stock.

As of December 31, 2025, no balance remained outstanding.

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 January 2025 Convertible Note has an interest

rate of 13 % with a one-time interest payment of $ 19,454 paid upon issuance and a maturity date of October 30, 2025 .

The proceeds from

the issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the January 2025

Convertible 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.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid

amount of the January 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 75 % of the market

price as described in the note.

The Company may not, without 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 January 2025 Convertible Note.

For the year ended December 31, 2025, the Company made principal

payments on the loan totalling $ 89,478 and no interest payments.

The outstanding balance of on the loan was $ 60,172 as of December 31,

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 August Convertible Note has an interest rate

of 13 % with a one-time interest payment of $ 22,035 paid upon issuance and a maturity date of August 25, 2026 .

The proceeds from the issuance

were used for general working capital purposes.

Upon the occurrence of an event of default as described in the August Convertible 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.

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

into shares of the Company’s common stock at a conversion price of 75 % of the market price as described in the note.

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 December Diagonal Note.

For the year ended December 31, 2024, the Company made no principal and interest payments

The outstanding balance on the loan was $ 90,850 as of December 31, 2024.

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 .

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the August

Convertible Note into shares of the Company’s common stock at a conversion price of 75 % of the market price as described in the

The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the August

Convertible Note.

For the year ended December 31, 2025, the Company made no principal payments and interest payments of $ 3,673 .

The outstanding

balance of on the note was $ 169,500 , net of discount of $ 16,950 , and totalling $ 152,550 as of December 31, 2025.

Interest expense related

to the loan $ 7,345 for the year ended December 31, 2025.

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 December 2025 Convertible Note has an interest

rate of 13 % with a one-time interest payment of $ 9,493 paid upon issuance and 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 as described in the December

2025 Convertible 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.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid

amount of the December 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 75 % of the market

price as described in the note.

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

full conversion of the December 2025 Convertible Note.

For the year ended December 31, 2025, the Company made no principal and interest

payments on the note.

The outstanding balance of on the note was $ 73,025 , net of discount of $ 9,525 , and totalling $ 63,500 as of December

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 September 16, 2025 Convertible Note

has an interest rate of 13 % with a one-time interest payment of $ 6,118 paid upon issuance and a maturity date of June 16, 2026 .

from the issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the September

16, 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24 % of the then outstanding

principal amount of the note.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding

and unpaid amount of the September 16, 2025 Convertible Note into shares of the Company’s common stock at a conversion price of

65 % of the market price as described in the note.

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

of shares upon the full conversion of the September 16, 2025 Convertible Note.

For the year ended December 31, 2025, the Company made

no principal and interest payments on the note.

The outstanding balance on the note was $ 47,059 , net of discount of $ 4,706 , and totalling

Interest expense related to the loan $ 2,039 for the year ended December 31, 2025.

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 November 2025 Convertible Note has an interest

rate of 13 % with a one-time interest payment of $ 5,200 paid upon issuance and a maturity date of August 13, 2026 .

The proceeds from the

sale of the Hart Note are for general working capital.

The 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.

For the year ended December 31, 2024,

the Company made principal payments on the loan totaling $ 250,000 , and interest payments of $ 50,000 .

The outstanding balance on the loan

was $ 0 as of December 31, 2024.

FirstFire Note

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

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 stock.

The conversion

price shall be 61% multiplied by the Market Price (as defined in the FirstFire Note) (representing a discount rate of 39%).

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.

For the year ended December 31, 2024, the Company made principal payments on the loan totaling

and interest payments of $ 40,000 .

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

issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the November 2025

Convertible Note, the note will become immediately due and payable at a default interest rate of 24 % of the then outstanding principal

amount of the note.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid

amount of the November 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 65 % of the market

price as described in the note.

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

full conversion of the November 2025 Convertible Note.

For the year ended December 31, 2025, the Company made no principal and interest

payments on the note.

The outstanding balance on the note was $ 40,000 , net of discount of $ 5,333 , and totalling $ 34,667 .

Interest expense

related to the loan $ 578 for the year ended December 31, 2025.

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 September 18, 2025 Convertible Note

has an interest rate of 13 % with a one-time interest payment of $ 6,118 paid upon issuance and a maturity date of June 16, 2026 .

from the issuance were used for general working capital purposes.

Upon the occurrence of an event of default as described in the September

18, 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24 % of the then outstanding

principal amount of the note.

Additionally, the third-party investor will have the right to convert all or any part of the outstanding

and unpaid amount of the September 18, 2025 Convertible Note into shares of the Company’s common stock at a conversion price of

65 % of the market price as described in the note.

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

of shares upon the full conversion of the September 18, 2025 Convertible Note.

For the year ended December 31, 2025, the Company made

no principal and interest payments on the note.

The outstanding balance on the note was $ 47,059 , net of discount of $ 4,706 , and totalling

Interest expense related to the loan $ 2,039 for the year ended December 31, 2025.

2024 Private Placement Offering

62 unchanged sentences

the date of execution.

the year ended December 31, 2024, the Company made aggregate principal payments on the Private Placement Notes of $ 192,486

of which $ 20,436

was paid through the issuance of an aggregate of 250,000

shares of common stock.

the year ended December 31, 2025, the Company made aggregate principal payments on the Private Placement Notes of $ 343,761 , interest

payments of $ 27,500 , and default interest of $ 65,803 of which $ 214,120 was paid through the issuance of an aggregate of 39,214,366 shares

of common stock.

The outstanding balance on the loan was $ 62,249 as of December 31, 2025.

On December 7, 2024, the Company entered into a financing loan in connection with the

purchase of a company vehicle.

The loan has a principal amount of $ 69,299 ,

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

of $ 50,000 .

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.

For the year ended December 31, 2025, the Company made principal payments

of $ 8,081 and interest payments of $ 5,457 .

The outstanding balance of on the note was $ 41,919 as of December 31, 2025.

Interest expense

related to the loan $ 5,457 for the year ended December 31, 2025.

December 7, 2024, the Company entered into a financing loan in connection with the purchase of a company vehicle.

The loan has a

principal amount of $ 69,299 ,

bears interest at an annual rate of 9.34 %,

1 unchanged sentence

including principal and interest, over a term of 60 months.

As of December 31, 2024, the outstanding balance on the vehicle loan was

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, 2022.

Under the amended terms, if no more than 75% of the principal was

repaid by December 31, 2023 , the full amount

would convert to a term loan bearing interest at an annual rate of 5.0 %,

with interest only monthly payments beginning January 1, 2024, and the full principal due by December 31, 2026.

The loan is secured by the underlying vehicle.

As of December 31, 2025,

2024, the outstanding balance on the loan was CAD$ 60,000 .

Interest expense totaled $ 2,060,718 and $ 1,771,942 for the year ended December 31, 2024 and 2023, respectively.

the year ended December 31, 2024, approximately $ 1,232,500 and $ 868,900 of the balance was related to amortization on debt discount and

cash paid interest.

the outstanding balance on the vehicle loan was $ 56,185 .

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.

The loan initially bears no interest and is due on

December 31, 2022.

Under the amended terms, if no more than 75% of the principal was repaid by December 31, 2023 , the full amount would

convert to a term loan bearing interest at an annual rate of 5.0 %, with interest only monthly payments beginning January 1, 2024, and

the full principal due by December 31, 2026.

As of December 31, 2025, the outstanding balance on the loan was CAD$ 60,000 .

expense totalled $ 447,289 and $ 2,060,718 for the year ended December 31, 2025 and 2024, respectively.

For the year ended December 31,

2025, approximately $ 168,200 of the balance was related to amortization on debt discount.

Stockholders’ Equity

Board of Directors has designated 10,000 shares of preferred stock as “ 8 % Series A Convertible Preferred Stock”.

A Convertible Preferred Stock (“Series A Stock”) has no maturity and is not subject to any sinking fund or redemption and

will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series

Cumulative dividends accrue on each share of Series A Stock at the rate of 8 % (the “Dividend Rate”) of the purchase price

of $ 1,000.00 per share, commencing on the date of issuance.

Dividends are payable quarterly, when and if declared by the Board, beginning

on September 30, 2018 (each a “Dividend Payment Date”) and are payable in shares of common stock (a “PIK Dividend”)

with such shares being valued at the daily volume weighted average price (“VWAP”) of the common stock for the thirty trading

days immediately prior to each Dividend Payment Date or if not traded or quoted as determined by an independent appraiser selected in

good faith by the Company.

Any fractional shares of a PIK Dividend will be rounded to the nearest one-hundredth of a share.

of common stock issued in payment of a PIK Dividend will be duly authorized, validly issued, fully paid and non-assessable.

will accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends and whether

or not those dividends are declared by the Board.

the year ended December 31, 2024 and 2023, the Company had no preferred stock outstanding.

January 2023, the Company sold an aggregate of 474 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,

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

The offering was terminated on February 2, 2023.

February 14, 2023, the Company issued 8,200 shares of common stock and 800 Pre-Funded Warrants to purchase common stock to Aegis Capital

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

August 22, 2023, the Company issued 4,000 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 13,800 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 34,008 shares upon the exercise of warrants.

December 31, 2023, the Company issued an aggregate of 79,167 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 3,472 shares of common stock to each of Silvia Alana, Nubar Herian and John Keeler, 5,556 shares

of common stock to each of Timothy McLellan and Trond Ringstad, 2,025 shares of common stock to Juan Carlos Dalto and 7,986 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 34,722 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 4,785 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 27,612 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 1,250

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 167,015 shares upon the

exercise of warrants pursuant to a securities purchase agreement.

the year ended December 31, 2023, the Company issued an aggregate of 27,584 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 .

Board of Directors has authorized 5,000,000 shares of preferred stock, and we may issue preferred stock in one or more series without

stockholder approval.

Our Board of Directors may determine the rights, preferences, privileges and restrictions, including voting rights,

dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

Board of Directors has designated 2,000,000 shares of preferred stock as Series A Super-Voting Preferred Stock (the “Series A Preferred

Series A Preferred Stock has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely

unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Stock.

the year ended December 31, 2025 and 2024, the Company had 1,000,000 and 0 preferred stock outstanding, respectively.

January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink, with a fair value of $ 50,000 , as a commitment fee on

12 unchanged sentences

pursuant to the convertible promissory note.

the year ended December 31, 2024, the Company issued an aggregate of 1,339,656

shares of common stock in consideration of net proceeds of $ 2,975,610

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

the year ended December 31, 2024, the Company issued an aggregate of 1,339,656 shares of common stock in consideration of net proceeds

of $ 2,975,610 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink.

the year ended December 31, 2024, the Company issued an aggregate of 1,891,310 shares of common stock to Lind as partial conversion of

5 unchanged sentences

Wainwright & Co., LLC (“Wainwright”).

the years ended December 31, 2024 and December 31, 2023, $ 2,968 and $ 69,125 , respectively, in compensation expense was recognized on

the following:

10 options to purchase an aggregate of 351 shares of common stock at an exercise price of $ 2,000.00 , 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 and 166 was forfeited during the year ended December 31, 2024.

10 option to purchase 250 shares of common stock at an exercise price of $ 2,000.00 , 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 31, 2019.

10 options to purchase an aggregate of 25 shares of common stock at an exercise price of $ 2,000.00 , 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 and 25 was forfeited during the year ended December 31, 2024.

3 options to purchase an aggregate of 500 shares of common stock at an exercise price of $ 2,000.00 , 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 and expired in accordance with their terms during the year ended December 31, 2024.

option 3 to purchase 7 shares of common stock at an exercise price of $ 6,000.00 , 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 and was forfeited during the year ended December 31, 2024.

5 options to purchase an aggregate of 175 shares of common stock at an exercise price of $ 2,000.00 , which vest in equal monthly

installments during the term of the option, were issued to the Company’s directors during the year ended December 31,

2022 and 25 was forfeited during the year ended December 31, 2024.

3 options to purchase 28 shares of common stock at an exercise price of $ 860.00 , which vest in equal monthly installments during the

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

3 option to purchase 6 shares of common stock at an exercise price of $ 790.00 , which vest in equal monthly installments during the

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

3 option to purchase 864 shares of common stock at an exercise price of $ 40.00 , 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, 2023 and was forfeited during the year ended December 31, 2024.

3 option to purchase 1,030 shares of common stock at an exercise price of $ 17.50 , 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

31, 2024 and 2023:

of Fair Value of Stock Options

Free Interest Rate

life of options

August 3, 2023, the Company granted an officer a three-year 3 option to purchase 864 shares of common stock at an exercise price of

$ 40.00 , which vest in equal monthly installments during the term of the option.

October 1, 2023, the Company granted an employee a three-year 3 option to purchase 1,030 shares of common stock at an exercise price

of $ 18.00 , which vest in equal monthly installments during the term of the option.

the Black-Scholes option pricing model, the fair value of the 864 options and 1,030 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 $ 40.00 and

$ 18.00 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, 2024, is $ 0 and $ 3,131 , respectively,

which is expected to be recognized to expense over a period of two years.

the year ended December 31, 2025, the Company issued an aggregate of 1,765,262 shares of common stock to the designee of ClearThink for

consulting services provided to the Company.

January 14, 2025, the Company issued 480,000 shares of common stock to each of Nubar Herian and John Keeler, 960,000 shares of common

stock to each of Timothy McLellan and Trond Ringstad, and 1,440,000 shares of common stock to Jeffrey Guzy, for serving as directors

of the Company.

March 11, 2025, the Company issued 350,000 shares of common stock in consideration of proceeds of $ 19,950 pursuant to a securities purchase

agreement, dated May 16, 2023 with ClearThink.

the year ended December 31, 2025, the Company issued 36,144,954 shares of common stock to Diagonal as partial conversion of $ 142,460

principal and interest pursuant to the convertible promissory note.

the year ended December 31, 2025, the Company issued an aggregate of 38,347,717 shares of common stock to Quick Capital as partial conversion

of $ 169,287 principal and interest pursuant to the convertible promissory note.

the year ended December 31, 2025, the Company issued an aggregate of 866,649 shares of common stock to Jefferson as partial conversion

of $ 44,833 principal and accrued interest pursuant to the convertible promissory note.

the year ended December 31, 2025, the Company issued 1,000,000 shares of Series A Super Voting Convertible Preferred Stock (“Series

A Preferred”) with par value $ 0.0001 per share.

The Series A Preferred was issued for no cash or other consideration and solely

to establish a voting control structure.

Each share of Series A Preferred entitles the holder to 100 votes per share on all matters submitted

to a vote of the stockholders.

the years ended December 31, 2025 and December 31, 2024, $ 3,756 and $ 2,968 , respectively, in compensation expense was recognized on the

options to purchase an aggregate of 351 shares of common

stock at an exercise price of $ 2,000.00 , 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 and 191 was forfeited during

the year ended December 31, 2025.

option to purchase 250 shares of common stock at an exercise

price of $ 2,000.00 , 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 31, 2019 and was forfeited during the year ended December

options to purchase an aggregate of 25 shares of common

stock at an exercise price of $ 2,000.00 , 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 and 25 was forfeited during the year ended December 31,

options to purchase an aggregate of 500 shares of common

stock at an exercise price of $ 2,000.00 , 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 and expired in accordance with their terms during

the year ended December 31, 2025.

option to purchase 7 shares of common stock at an exercise

price of $ 6,000.00 , 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 and was forfeited during the year ended December 31, 2025.

options to purchase an aggregate of 175 shares of common

stock at an exercise price of $ 2,000.00 , which vest in equal monthly installments during the term of the option, were issued to the

Company’s directors during the year ended December 31, 2022.

options to purchase 28 shares of common stock at an exercise

price of $ 860.00 , which vest in equal monthly installments during the term of the option, were issued to an employee during the year

ended December 31, 2022 and was forfeited during the year ended December 31, 2025.

option to purchase 6 shares of common stock at an exercise

price of $ 790.00 , which vest in equal monthly installments during the term of the option, were issued to an employee during the year

ended December 31, 2022 and expired in accordance with their terms during the year ended December 31, 2025.

option to purchase 864 shares of common stock at an exercise

price of $ 40.00 , 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, 2023 and was forfeited during the year ended December 31, 2025.

option to purchase 1,030 shares of common stock at an exercise

price of $ 17.50 , which vest in equal monthly installments during the term of the option, were issued to an employee during the year

ended December 31, 2023 and was forfeited during the year ended December 31, 2025.

following table represents option activity for the years ended December 31, 2025 and 2024:

of Option Activity

Exercise Price

Life in Years

Outstanding – December 31, 2023

4 unchanged sentences

Exercisable – December 31, 2025

the year ended December 31, 2023, the Company determined that the five-year 5 option to purchase 25 shares of common stock at an

exercise price of $ 2,000.00 granted to a director in 2022 was forfeited as the director resigned in 2023.

the year ended December 31, 2024, the Company determined that the five-year 5 option

to purchase 25 shares

of common stock at an exercise price of $ 2,000.00 granted

to a director in 2022 was forfeited as the director resigned in 2024.

In addition, a 10

ten-year option to purchase 191

the year ended December 31, 2024, the Company determined that the five-year 5

option to purchase 25

shares of common stock at an exercise price of $ 2,000.00

granted to a director in 2022 was forfeited as the director

resigned in 2024.

In addition, a ten-year 10

option to purchase 191

shares of common stock at an exercise price of $ 2,000.00 ,

granted to various long-term employees under the 2018 Plan was forfeited as the employees resigned.

Furthermore, a 3

three-year option to purchase 864

Furthermore, a 3 three-year

option to purchase 864

shares of common stock at an exercise price of $ 40.00 ,

and a separate 3 three-year option to purchase 7 shares of common stock at an exercise price of $ 6,000.00 , both granted to an

officer of the Company were forfeited upon the officer’s resignation.

non-vested options outstanding are 668

and 1,933 for

the years ended December 31, 2024 and 2023, respectively.

and a separate 3 three-year

option to purchase 7 shares of common stock at an exercise price of $ 6,000.00 , both granted to an officer of the Company were forfeited

upon the officer’s resignation.

the year ended December 31, 2025, the Company determined that ten-year 10

option to purchase 25

shares of common stock at an exercise price of $ 2,000.00 ,

granted to various long-term employees under the 2018 Plan was forfeited as the employee resigned.

In addition, a ten-year 10

option to purchase 250

shares of common stock at an exercise price of $ 2,000.00 ,

granted to an officer of the Company under the 2018 Plan was forfeited upon the officer’s resignation.

Furthermore, a three-year 3

option to purchase 28

shares of common stock at an exercise price of $ 860.00 ,

and a separate three-year 3 option

to purchase 1,030 shares of common stock at an exercise price of $ 17.50 , both granted to an employee were forfeited upon the employee’s

Additionally, a three-year 3 option

to purchase 6 shares of common stock at an exercise price of $ 790.00 granted to an employee expired in accordance with their terms.

non-vested options outstanding are 33 and 668 for the years ended December 31, 2025 and 2024, respectively.

Schedule of Warrant Activity

Average Exercise

Outstanding – December 31, 2024

3 unchanged sentences

Exercisable – December 31, 2025

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 five

years warrant exercisable six months from the date

of issuance to purchase 8,701 shares

of common stock at an exercise price of $ 122.50 per

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 5 warrant

exercisable six months from the date of issuance to purchase 8,701 shares of common stock at an exercise price of $ 122.50 per share.

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

Under the Black-Scholes pricing model,

the fair value of the warrants issued to purchase 8,701 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:

Under the Black-Scholes pricing model, the fair

value of the warrants issued to purchase 8,701 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 $ 107.00 and $ 7.00 ;

exercise price of $ 123.00 ,

risk free rate of 3.81 %

volatility of 46.01 %

and expected term of five

exercise price of $ 123.00 , risk free

rate of 3.81 % and 3.84 %, volatility of 46.01 % and 50.12 %;

and expected term of five years .

The fair value of the warrants of $ 381,538

$ 381,538 was

recorded as a discount to the 2023 Lind Note and classified as liabilities.

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 5 warrant exercisable six months from the date of issuance to purchase 3,505 shares of

common stock at an exercise price of $ 67.00 per share.

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

Under 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:

Amendment, the Company issued Lind a five-year 5

warrant exercisable six months from the date of issuance to

purchase 3,505 shares of common stock at an exercise price of $ 67.00 per share.

The warrant provides for cashless exercise and full ratchet

anti-dilution provisions.

Under 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 $ 53.50 and $ 7.00 ;

exercise price of $ 67.00 ;

rate of 4.24 % and 3.84 %;

exercise price

risk free rate of 4.24 % and 3.84 %;

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 $ 22.78 immediately exercisable to purchase up to 201,023 shares of common stock

at an exercise price of $ 0.01 per share for gross proceeds of $ 4,578,294 .

Under the Black-Scholes pricing model, the fair value of the

warrants issued to purchase 201,023 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 $ 23.45 ;

exercise price of $ 0.50 ;

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 5 Series A-1 warrants to purchase

up to 214,823 shares of common stock which warrants are exercisable upon stockholder approval at an exercise price of $ 23.28 per share.

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 18

Series A-2 warrants to purchase up to 214,823 shares of common

stock which warrants are exercisable upon stockholder approval at an exercise price of $ 23.28 per share.

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 800 shares of common stock at an exercise price of $ 199.00 per share pursuant to

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

the year ended December 31, 2023, between October 2023 and November 2023, the Company issued an aggregate of 201,023 shares of common

stock at an exercise price of $ 0.50 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, 2024 and December 31, 2023 due to

the following:

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 16, 2025, in connection with the issuance of the $ 47,059

promissory note to a third-party investor, the Company issued a 5 five-year warrant exercisable from the date of issuance to

purchase 4,705,882 ,

shares of common stock at an exercise price of $ 0.01

September 18, 2025, in connection with the issuance of the $ 47,059 promissory note to a third-party investor, the Company issued a 5 five-year

warrant exercisable from the date of issuance to purchase 4,705,882 , shares of common stock at an exercise price of $ 0.01 per share.

November 13, 2025, in connection with the issuance of the $ 40,000 promissory note to a third-party investor, the Company issued a 5 five-year

warrant exercisable from the date of issuance to purchase 4,000,000 , shares of common stock at an exercise price of $ 0.01 per share.

For the year ended December 31, 2025, the Company

adopted ASU 2023-09 on a prospective basis.

The following table is a reconciliation of the U.S.

federal statutory rate to the Company’s

effective tax rate for the year ended December 31, 2025, in accordance with the guidance in ASU 2023-09:

Schedule of Rate Reconciliation

Rate Reconciliation

Provision/(Benefit) at statutory

December 31, 2025

Federal statutory income tax rate

$ ( 752,328 )

State income taxes, net of federal benefit

Foreign tax rate differential

Change in valuation allowance

Nontaxable or nondeductible items

Other adjustments

Effective income tax expense and rate

following table is a reconciliation of the U.S.

federal statutory rate to the Company’s effective tax rate for the year ended December

31, 2024, in accordance with the guidance prior to the prospective adoption of ASU 2023-09:

Rate Reconciliation

December 31, 2024

Provision/(Benefit) at statutory rate

$ ( 2,620,482 )

State tax Provision/(Benefit) net of federal

State tax Provision/(Benefit) net of federal benefit

Permanent book/tax differences

3 unchanged sentences

Schedule of Deferred Income Tax Asset

December 31, 2025

December 31, 2024

Deferred Tax Assets

Allowance for bad debt

Inventory reserve

operating loss carryovers

Deferred Tax Asset/(Liability)

Net operating loss carryovers

Non-capital Losses

Net Deferred Tax Asset/(Liability)

Valuation Allowance

( 7,430,494 )

( 7,298,065 )

Deferred Tax Asset/(Liability)

Net Deferred Tax Asset/(Liability)

periods for all fiscal years after 2020 remain open to examination by the federal and state taxing jurisdictions to which the Company

17 unchanged sentences

on this lease.

Coastal Pride leased approximately 1,100 square feet of office space in Beaufort, South Carolina which consists of

a lease with a related party for $ 1,000 per month that expires in October 2024.

In August 2024, the lease was terminated as of August

For the year ended December 31, 2024, Coastal Pride paid $ 8,000 on the lease.

Pride also leased a 9,050

1 unchanged sentence

per month from Gault for its soft-shell crab operations in

Beaufort, South Carolina under a one-year 1

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 month.

Beaufort, South Carolina under a one-year 1 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 month.

offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately

4 unchanged sentences

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

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.

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.

and equipment lease expenses were approximately $ 94,300 and $ 146,400 for the years ended December 31, 2025 and 2024, respectively.

4 unchanged sentences

Subsequent Events

January 13, 2025 and February 25, 2025, the Company issued an aggregate of 750,000 shares of common stock to Quick Capital as partial

conversion of $ 57,673 principal pursuant to the convertible promissory note.

January 14, 2025, the Company issued 480,000 shares of common stock to each of Nubar Herian and John Keeler, 960,000 shares of common

stock to each of Timothy McLellan and Trond Ringstad, and 1,440,000 shares of common stock to Jeffrey Guzy, for serving as directors

of the Company.

January 17, 2025 and February 25, 2025, the Company issued an aggregate of 406,484

shares of common stock to Jefferson as partial conversion of $ 33,333

principal and accrued interest pursuant to the convertible promissory note.

January 1, 2025 and March 1, 2025, the Company issued an aggregate of 302,762 shares of common stock, to the designee of ClearThink Capital

for consulting services provided to the Company.

March 11, 2025, the Company issued 350,000 shares of common stock in consideration of proceeds of $ 19,950 pursuant to a securities purchase

agreement, dated May 16, 2023 with ClearThink.

March 12, 2025, the Company issued 288,101 shares of common stock to Diagonal as partial conversion of $ 15,000 principal pursuant to

the convertible promissory note.

January 28, 2025, pursuant to a securities purchase agreement, 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.

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 ) is due on August

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

January 2, 2026, January 7, 2026, January 13, 2026, January 14, 2026 and January 16,2026, the Company issued an aggregate of 43,152,282

shares of common stock to Quick Capital as partial conversion of $ 30,093 principal pursuant to the convertible promissory note.

January 16, 2026, the Company issued an aggregate of 4,085,714 shares of common stock, to the designee of ClearThink Capital for consulting

services provided to the Company.

January 2, 2026 and January 15, 2026, the Company issued 9,910,149 shares of common stock to Diagonal as partial conversion of $ 9,860

principal pursuant to the convertible promissory note.

January 27, 2026, the Company issued 550,000 shares of Series A Preferred with par value $ 0.0001 per share.

The Series A Preferred was

issued for no cash or other consideration and solely to establish a voting control structure.

Each share of Series A Preferred entitles

the holder to 100 votes per share on all matters submitted to a vote of the stockholders.

28, 2026, the Company amended its Certificate of Incorporation to increase its authorized shares of common stock from 500,000,000 shares

to 5,000,000,000 shares.

The amendment was approved by the Company’s Board of Directors and stockholders in accordance with applicable

law and became effective upon filing with the Secretary of State of the State of Delaware.

March 3, 2026 and March 18, 2026, the Company issued an aggregate of 15,100,000

shares of common stock to Labrys Fund as conversion of $ 8,625

interest pursuant to the convertible promissory note.

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

2026 Convertible Note”).

The note was issued with an original issue discount of $ 7,500 , resulting in net proceeds to the Company

of $ 50,000 .

The note includes a one-time interest charge of $ 7,475 and has a maturity date of December 10, 2026 .

Upon the occurrence

of an event of default, the note accrues interest at a rate of up to 24 % per annum on the outstanding principal balance.

be prepaid in accordance with its terms and may also be convertible into shares of the Company’s common stock, subject to the provisions

of the note agreement.

Columbia Lawsuit

January 17, 2025, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia against Harold Steven Atkinson,

Janet Atkinson and Ben Atkinson (the “Defendants”) for breach of contract, tort of intentional interference with economic

relations, breach of confidentiality and non-compete, breach of trust, breach of fiduciary duty, defamation, breach of duty of honest

performance and good faith, and damages.

The Company claims that Harold Steven Atkinson purposely hid the renewal process of the Fisheries

and Oceans Canada – Freshwater / Land-based Aquaculture License (the “License”) and placed the License in his personal

name when it should be in the name of TOBC.

The License is required to operate the aquaculture farm, including the transfer of eggs and

fingerlings to its facilities.

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

March 4, 2026, Taste of BC Aquafarms Inc.

(the “Company”) filed a Notice of Application in the Supreme Court of British Columbia

(Nanaimo Registry) in connection with a dispute with the landlords of the property located at 2930 Jameson Road, Nanaimo, British Columbia.

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.

The Company also seeks relief from forfeiture and reinstatement

of the lease, or alternatively other interim and related relief.

February 23, 2026, the Company filed an Information Statement on Schedule 14C with the Securities and Exchange Commission to notify stockholders

of certain corporate actions that were approved by written consent of the Company’s majority stockholders in accordance with applicable

The Information Statement was filed to provide the required notice to stockholders prior to the effectiveness of such actions.

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