Blue Star Foods Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Blue Star Foods Corp. Index to Audited Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6580 ) F-1 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 206 ) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 37 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Blue Star Foods Corp. Opinion on the Financial Statements We 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). In 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. Going Concern Considerations The 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial 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. F- 1 Critical Audit Matter The 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. I. Accounting for Convertible Notes and warrants Critical Audit Matter Description As 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. The 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 Response Our audit procedures to address the accounting of the convertible notes included the following, among others: - We obtained and read the terms and conditions of all convertible notes issued to understand the various features associated with the convertible notes. - We 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. - We 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. - We 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. - We evaluated the competency and objectivity of the expert engaged by us to perform the accounting analysis of the convertible notes. GreenGrowthCPAs May 22, 2026 We have served as the Company’s auditor since 2025. Los Angeles, California PCAOB ID Number 6580 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Blue Star Foods Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance 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. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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 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 audit provide a reasonable basis for our opinion. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor from 2014 to 2025. Houston, Texas June 20, 2025 F- 3 Blue Star Foods Corp. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 DECEMBER 31, 2024 DECEMBER 31, 2025 DECEMBER 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 14,436 $ 326,854 Accounts receivable, net of allowances and credit losses of $ 24,117 and $ 38,880 55,091 349,641 Inventory, net 404,979 447,760 Other current assets 594,220 1,109,494 Advance to related party 91,925 - Total Current Assets 1,160,651 2,233,749 RELATED PARTY LONG-TERM RECEIVABLE - - FIXED ASSETS, net 106,150 122,860 RIGHT OF USE ASSET 50,097 84,145 OTHER ASSETS 69,336 113,845 TOTAL ASSETS $ 1,386,234 $ 2,554,599 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payables $ 538,635 $ 307,121 Accrued expense 355,283 $ 675,122 Accrued compensation 480,000 - Customer refunds - 56,899 Convertible notes, net of debt discounts 55,500 671,046 Convertible notes, at fair value 1,822,102 - Current maturities of lease liabilities 39,577 35,688 Loan payable, net of non-current portion 364,254 58,652 Derivative liability 49,565 Other current liabilities 33,367 790,881 Total Current Liabilities 3,688,718 2,644,974 LONG-TERM LIABILITIES Lease liability, net of current portion 10,520 48,457 Loan payable, net of current portion 43,498 52,865 TOTAL LIABILITIES 3,742,736 2,746,296 STOCKHOLDERS’ EQUITY 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 100 - Common stock, $ 0.0001 par value, 500,000,000 shares authorized; 91,631,956 shares issued and outstanding as of December 31, 2025, and 9,837,374 shares issued and outstanding as of December 31, 2024 9,154 974 Additional paid-in capital 47,649,570 46,167,697 Accumulated other comprehensive loss ( 67,171 ) 5,174 Accumulated deficit ( 49,871,732 ) ( 46,289,219 ) Stock subscription receivable ( 100 ) - Treasury stock, 151 shares as of December 31, 2025 and 151 shares as of December 31, 2024 ( 76,323 ) ( 76,323 ) TOTAL STOCKHOLDERS’ EQUITY ( 2,356,502 ) ( 191,697 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,386,234 $ 2,554,599 The accompanying notes are an integral part of these audited consolidated financial statements F- 4 Blue Star Foods Corp. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2025 2024 Year Ended December 31 2025 2024 REVENUE, NET $ 2,891,428 $ 3,593,881 COST OF REVENUE 1,720,730 4,882,871 GROSS PROFIT 1,170,698 ( 1,288,990 ) COMMISSIONS 885 4,490 SALARIES AND WAGES 1,074,800 1,132,211 DIRECTOR COMPENSATION 552,048 536,374 DEPRECIATION AND AMORTIZATION 26,988 5,866 OTHER OPERATING EXPENSES 1,854,527 7,147,468 LOSS FROM OPERATIONS ( 2,338,550 ) ( 10,115,399 ) OTHER INCOME 890,883 51,926 CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES 49,565 ( 354,296 ) CHANGE IN FAIR VALUE OF CONVERTIBLE NOTES ( 1,323,039 ) - LOSS ON SETTLEMENT OF DEBT ( 414,082 ) - INTEREST EXPENSE ( 447,289 ) ( 2,060,718 ) NET LOSS ( 3,582,512 ) ( 12,478,487 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 3,582,512 ) $ ( 12,478,487 ) COMPREHENSIVE LOSS: CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT ( 72,345 ) 185,169 COMPREHENSIVE LOSS ( 3,654,857 ) ( 12,293,318 ) Loss per common share: Net loss per common share - basic and diluted $ ( 0.10 ) $ ( 4.15 ) Weighted average common shares outstanding - basic and diluted 37,424,012 3,005,923 The accompanying notes are an integral part of these audited consolidated financial statements F- 5 Blue Star Foods Corp. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) YEAR ENDED DECEMBER 31, 2025 AND 2024 Shares Amount Shares Amount Capital Deficit Receivable Loss Stock Equity Series A Preferred Stock $.0001 par value Common Stock $.0001 par value Additional Paid-in Accumulated Stock Subscription Accumulated Other Comprehensive Treasury Total Stockholder’s Shares Amount Shares Amount Capital Deficit Receivable Loss Stock Equity December 31, 2023 - - 461,722 46 36,661,926 ( 33,810,732 ) - ( 179,995 ) ( 76,323 ) 2,594,922 Stock based compensation - - - - 2,986 - - - - 2,986 Common stock issued for service - - 468,118 34 301,966 - - - - 302,000 Common stock issued for note payment - - 2,141,310 215 2,920,984 - - - - 2,921,199 Common stock issued for cash and exercise for warrants - - 6,709,832 673 6,160,953 - - - - 6,161,626 Common stock issued for loan commitment fees - - 56,392 6 118,882 - - - - 118,888 Treasury Stock - - - - - - - - - - Net Loss - - - - - ( 12,478,487 ) - - - ( 12,478,487 ) Cumulative translation adjustment - - - - - - - 185,169 - 185,169 December 31, 2024 - - 9,837,374 974 46,167,697 ( 46,289,219 ) - 5,174 ( 76,323 ) ( 191,697 ) Balance - - 9,837,374 974 46,167,697 ( 46,289,219 ) - 5,174 ( 76,323 ) ( 191,697 ) Stock based compensation - - - - 3,756 - - - - 3,756 Common stock issued for service - - 1,765,262 176 98,824 - - - - 99,000 Common stock issued for directors stock compensation 4,320,000 432 539,568 - - - - 540,000 Common stock issued for note payment - - 75,359,320 7,537 819,810 - - - - 827,347 Common stock issued for cash - - 350,000 35 19,915 - - - - 19,950 Series A Super-Voting Convertible Preferred Stock 1,000,000 100 - - - - ( 100 ) - - - Net Loss - - - - - ( 3,582,512 ) - - - ( 3,582,512 ) Cumulative translation adjustment - - - - - - - ( 72,345 ) - ( 72,345 ) December 31, 2025 1,000,000 100 91,631,956 9,154 47,649,570 ( 49,871,732 ) ( 100 ) ( 67,171 ) ( 76,323 ) ( 2,356,502 ) Balance 1,000,000 100 91,631,956 9,154 47,649,570 ( 49,871,732 ) ( 100 ( 67,171 ) ( 76,323 ) ( 2,356,502 ) The accompanying notes are an integral part of these audited consolidated financial statements F- 6 Blue Star Foods Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 Year Ended December 31 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ ( 3,582,512 ) $ ( 12,478,487 ) Adjustments to reconcile net loss to net cash (used in) operating activities: Stock based compensation 3,756 2,986 Common stock issued for service 99,000 302,000 Write-off of PPE - 276,867 Depreciation of fixed assets 26,988 5,866 Amortization of debt discounts 168,201 1,232,529 Allowance for inventory obsolescence ( 900,686 ) 1,241,305 Allowance for advances and Related Party long-term receivable - 1,807,829 Loss on settlement of debt 414,082 102,911 Lease expense 34,047 40,869 Credit loss expense ( 14,013 ) 7,962 Change in fair value of derivative liabilities ( 49,565 ) 354,296 Change in fair value of convertible notes 1,323,039 - Changes in operating assets and liabilities: Accounts receivables 308,563 176,592 Inventories 943,468 919,456 Advances to related parties ( 91,925 ) 95,525 Other current assets 515,271 ( 348,322 ) Right of use liability ( 34,047 ) ( 40,869 ) Other assets 44,511 ( 35,932 ) Accounts payable and accruals 451,675 321,619 Accrued compensation 480,000 - Customer refunds ( 56,899 ) ( 133,076 ) Deferred income - ( 47,819 ) Other current liabilities ( 757,514 ) - Net Cash (Used in) Operating Activities ( 674,561 ) ( 6,195,893 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed assets ( 9,914 ) ( 101,736 ) Net Cash (Used in) Investing Activities ( 9,914 ) ( 101,736 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from common stock offering 19,950 6,161,626 Proceeds from short-term loan 970,071 2,477,790 Repayments of short-term loan ( 546,687 ) ( 1,955,924 ) Repayments of related party notes payable - ( 265,620 ) Net Cash Provided by Financing Activities 443,334 6,417,872 Effect of Exchange Rate Changes on Cash ( 71,277 ) 182,448 NET INCREASE IN CASH AND CASH EQUIVALENTS ( 312,418 ) 302,691 CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD 326,854 24,163 CASH AND CASH EQUIVALENTS – END OF PERIOD $ 14,436 $ 326,854 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 231,042 $ 505,538 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES AND FINANCING ACTIVITIES Common stock issued for partial settlement of note payable 827,347 2,904,886 Common stock issued for loan commitment fees - 118,888 Derivative liability recognized on issuance of convertible note - 47,411 Common stock issued for directors stock compensation 540,000 - Director’s compensation included in advances to related parties 60,000 The accompanying notes are an integral part of these audited consolidated financial statements F- 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company 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. During 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. have been consolidated within the Company’s remaining entities. On 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 consent. The Company must maintain certain commercial liability insurance during the term of the Services Agreement. The Services Agreement also provides that the Company may not solicit Afritex employees for 24 months nor circumvent existing business relationships of Afritex for three years, after the term of the Services 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 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 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. During the year ended December 31, 2025, the Company dissolved Afritex Ventures Inc. (“AFVFL”). 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. F- 8 Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, Keeler & Co, Inc. a wholly owned subsidiary, Coastal Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of Keeler & Co., Inc., Taste of BC Aquafarms, Inc. (“TOBC”), a wholly owned subsidiary, and Afritex Ventures Inc. (“AFVFL”) a wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Long-lived Assets Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Fair value estimates are completed using a discounted cash flow analysis. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. No impairment was recognized for the year ended December 31, 2025 and December 31, 2024. Cash and Cash Equivalents The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, the Company had no cash equivalents. The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. Accounts Receivable Accounts receivable consists of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of December 31, 2025, and 2024, the Company recorded sales return, allowances, discounts and refund liability of approximately $ 24,000 and $ 39,000 , respectively. There was no allowance for bad debt recorded during the years ended December 31, 2025 and 2024. Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of 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, 2025, no additional adjustment to the carrying value of inventory was recorded, and the inventory allowance was reduced to $ 516,619 . F- 9 The Company’s inventory as of December 31, 2025 and December 31, 2024 consists of: Schedule of Inventory December 31, 2025 December 31, 2024 Inventory purchased for resale $ 873,475 $ 1,644,085 Feeds and eggs processed 27,224 65,924 Raw materials for packaged seafood 20,899 155,056 Less: Inventory allowance ( 516,619 ) ( 1,417,305 ) Inventory, net $ 404,979 $ 447,760 Fixed Assets Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Schedule of Estimated Useful Life of Assets RAS System 10 years Furniture and fixtures 7 to 10 years Computer equipment 5 years Warehouse and refrigeration equipment 10 years Leasehold improvements 7 years Automobile 5 years Trade show booth 7 years The RAS system is comprised of tanks, plumbing, pumps, controls, hatchery, tools and other equipment all working together for the TOBC facility. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease term. The Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful life of the fixed assets. The Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. No impairment was recorded related to fixed assets as of December 31, 2025 and 2024. Other Comprehensive (loss) Income The Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income , which establishes standards for reporting and presenting comprehensive (loss) income and its components in a full set of financial statements. Other comprehensive (loss) income consists of net income (loss) and cumulative foreign currency translation adjustments. F- 10 Foreign Currency Translation The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements. The assets and liabilities held by TOBC have a functional currency other than the U.S. Dollar. The TOBC results were translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. TOBC’s revenue and expenses were translated into U.S. Dollars at the average rates that prevailed during the period. The rate used in the financial statements for TOBC as presented for December 31, 2025 was 0.73 Canadian Dollars to U.S. Dollars and for December 31, 2024 was 0.70 Canadian Dollars to U.S. Dollars. 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 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. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from 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. We sell primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer at FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. Deferred Income The Company recognizes deferred income for advance payments received from customers for which sales have not yet occurred. Other Income Other 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. Lease Accounting The Company accounts for its leases under ASC 842, Leases , which requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company elected the practical expedients permitted under the transition guidance that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. F- 11 The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, 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 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. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2025. Schedule of Lease-related Assets and Liabilities December 31, 2025 Assets Operating lease assets $ 50,097 Liabilities Current $ 39,577 Operating lease liabilities Noncurrent Operating lease liabilities $ 10,520 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2025 Cash used in operating activities: Operating leases $ 34,047 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2025 Weighted-average remaining lease term Operating leases 1.25 years Weighted-average discount rate Operating leases 7.3 % F- 12 Maturities of lease liabilities as of December 31, 2025, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2026 43,176 2027 10,794 Total lease payments $ 53,970 Less: amount of lease payments representing interest ( 3,873 ) Present value of future minimum lease payments $ 50,097 Less: current obligations under leases $ ( 39,577 ) Non-current obligations $ 10,520 Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 4,000 and $ 13,000 , for the years ended December 31, 2025 and 2024, respectively. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Customer Concentration The Company had six customers which accounted for approximately 49 % of revenue during the year ended December 31, 2025. The Company’s two largest customers accounted for 14 % and 10 %, respectively, of revenue during the year ended December 31, 2025. The 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. The loss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financial position. Supplier Concentration The Company had 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. The Company had four major suppliers located in India, Brazil, Peru, and Indonesia which accounted for approximately 61 % of the Company’s total purchases during the year ended December 31, 2024. The Company’s largest supplier is located in India and accounted for 20 % of the Company’s total purchases in the year ended December 31, 2024. The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position. F- 13 Fair Value Measurements and Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. The Company believes the carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values because they are short term in nature or payable on demand. The 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. Schedule of Derivative and Warrant Liabilities Measured at Fair Value Fair Value Level 1 Level 2 Level 3 December 31, 2025 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Fair value of convertible debt $ 1,822,102 $ - $ - $ 1,822,102 Derivative liability on convertible debt Total $ 1,822,102 $ - $ - $ 1,822,102 Fair Value Level 1 Level 2 Level 3 December 31, 2024 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 49,565 $ - $ - $ 49,565 Total $ 49,565 $ - $ - $ 49,565 The 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: Schedule of Change in Fair Value of Derivative Liability Convertible Note Payable December 31, 2025 December 31, 2024 Derivative liability balance, beginning of year $ 49,565 $ 1,047,049 Issuance of derivative liability during the period - 47,410 Settlement of derivative liability - ( 1,384,450 ) Change in derivative liability during the period ( 49,565 ) 339,556 Derivative liability balance, end of year $ - $ 49,565 The table below presents the change in the fair value of the convertible note payable for the year ended December 31, 2025: December 31, 2025 Fair value balance, beginning of year $ - Issuance of convertible note payable 499,063 Change in fair value 1,323,039 Fair value balance, end of year $ 1,822,102 The 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: Schedule of Fair Market Value of Derivatives Stock price $ 0.13 Expected dividend yield 0.00 % Expected stock price volatility 189.14 % Risk-free interest rate 4.32 % Expected term 0.58 years The 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: Stock price $ 0.0018 Expected dividend yield 0.00 % Expected stock price volatility 230.50 - 250.36 % Risk-free interest rate 3.48 % Expected term 0.48 - 1.04 years F- 14 Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, warrants and convertible notes for each year. For the years ended December 31, 2025 and 2024, the following common stock equivalents were excluded from the calculation of diluted earnings per share as their impact would be anti-dilutive due to the Company’s net loss. Schedule of Anti Dilutive Earnings or Loss Per Share Year ended December 31, 2025 Year ended December 31, 2024 Options 3,871 4,935 Warrants 13,423,969 12,205 Convertible Notes - 641,026 Total 13,427,840 658,166 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the individual is required to provide service in exchange for the award, usually the vesting period. The Company accounts for forfeitures as they occur. Related Parties In the normal course of business, the Company may advance payments to its suppliers, including Bacolod Blue Star Export Corp. (“Bacolod”), 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. As 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. The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. 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. As of December 31, 2025 and 2024, interest paid on related party notes payable was approximately $ 0 and $ 8,300 , respectively. As 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 party. 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. The Company also has a long-term receivable from Strike the Gold Foods Limited (“Strike the Gold”), a related party. As of December 31, 2025 and 2024, the Company maintained a full valuation allowance of $ 435,540 against this receivable due to uncertainty regarding collectability. No changes were made to the valuation allowance during the year ended December 31, 2025. During 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. Income Taxes The Company accounts for income taxes utilizing the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effects of future changes in tax laws or rates are not included in the measurement. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations. There were no amounts related to interest and penalties recognized for the years ended December 31, 2025 or 2024. F- 15 Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recent Accounting Pronouncements Segment Information In 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. 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 performance and allocate resources. ASU 2023-09 – Income Taxes (Topic 740) In 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 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 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): 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. ASU 2025-01 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date In 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 items. The amendments do not change the disclosure requirements established by ASU 2024-03 but clarify when entities are required to apply them. 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. This 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. The Company is currently evaluating the impact of adopting this ASU on its financial statements and disclosures. ASU 2025-07 — Leases (Topic 842) In 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. ASU 2025-11 — Interim Reporting (Topic 270) In 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. For public 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. ASU 2025-12 — Accounting Standards Codification Improvements In 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. Note 3. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss of $ 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. F- 16 Note 4. Other Current Assets Other 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. Note 5. Fixed Assets, Net Fixed assets comprised the following at December 31: Schedule of Fixed Assets 2025 2024 Computer equipment $ 56,746 $ 55,346 RAS system 7,433 - Automobiles 94,298 94,298 Leasehold improvements 17,904 17,904 Building improvements - - Total 176,381 167,548 Fixed assets, gross 176,381 167,548 Less: Accumulated depreciation and impairment ( 70,231 ) ( 44,688 ) Fixed assets, net $ 106,150 $ 122,860 For the years ended December 31, 2025 and 2024, depreciation expense totalled approximately $ 27,000 and $ 5,900 , respectively. Note 6. Loans, Convertible Debt, and Derivative Liabilities John Keeler Promissory Notes – Subordinated The Company previously had unsecured promissory notes outstanding to John Keeler that were payable on demand and bore interest at an annual rate of 6 %. 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 31, 2025. Debt with Third-Party Investors On November 26, 2019, the Company issued a five-year unsecured promissory note in the principal amount of $ 500,000 to Walter Lubkin Jr. as part of the purchase price for the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum. The note is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter. During the year ended December 31, 2024, the Company repaid the remaining $ 100,000 principal balance in cash, fully satisfying the note. Interest expense related to the note totalled approximately $ 3,800 during 2024. As of December 31, 2025 and 2024, no amounts were outstanding and there was no activity related to this note during 2025. Lind Global Fund II LP notes 2023 Note On May 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 1,200,000 (the “2023 Lind Note”) and a warrant (the “Lind Warrant”) to purchase 8,701 shares of common stock of the Company commencing six months after issuance and exercisable for five 5 years at an exercise price of $ 122.50 per share. The Lind Warrant includes cashless exercise and full ratchet anti-dilution provisions. In connection with the issuance of the Lind Note and the Lind Warrant, the Company paid Lind a $ 50,000 commitment fee. The proceeds from the sale of the Note and Warrant are for general working capital purposes. In connection with the issuance of the 2022 Lind Note, the Company and Lind amended the 2022 Security Agreement to include the new 2023 Lind Note, pursuant to an amended and restated security agreement, dated May 30, 2023, between the Company and Lind. F- 17 The Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable pursuant to the 2023 Lind Note and Lind Warrant. If the registration statement is not declared effective within 90 days the 2023 Lind Note will be in default. Lind was also granted piggyback registration rights. If the Company engages in capital raising transactions, Lind has the right to purchase up to 20 % of the new securities for 24 months. The 2023 Lind Note is convertible into common stock of the Company after the earlier of 90 days from issuance or the date the registration statement is effective, provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99 % of the Company’s outstanding shares of common stock. The conversion price of the 2023 Lind Note is equal to the lesser of: (i) $ 120.00 ; or (ii) 90 % of the lowest single volume-weighted average price during the twenty-trading day period ending on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments. The maximum number of shares of common stock to be issued in connection with the conversion of the 2023 Lind Note and the exercise of the Lind Warrant, in the aggregate, will not, exceed 19.9 % of the outstanding shares of common stock of the Company immediately prior to the date of the 2023 Lind Note, in accordance with NASDAQ rules and guidance. Due to the variable conversion price of the 2023 Lind Note, the embedded conversion feature was accounted as a derivative liability. The fair value of the derivative liability at issuance amounting to $ 264,687 was recorded as debt discount and amortized over the term of the note. The 2023 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Upon the occurrence of an event of default as described in the 2023 Lind Note, the 2023 Lind Note will become immediately due and payable at a default interest rate of 120 % of the then outstanding principal amount of the Lind Note. The Warrant entitles the Investor to purchase up to 8,701 shares of common stock of the Company during the exercise period commencing on the date that is six months after the issue date (“Exercise Period Commencement”) and ending on the date that is sixty months from the Exercise Period Commencement at an exercise price of $ 122.50 per share, subject to customary adjustments. The Warrant includes cashless exercise and full ratchet anti-dilution provisions. On July 27, 2023, the Company, entered into a First Amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) with Lind, which provided for the issuance of further senior convertible promissory notes up to an aggregate principal amount of up to $ 1,800,000 and the issuance of additional warrants in such amounts as the Company and Lind shall mutually agree. Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of $ 300,000 and a warrant to purchase 3,505 shares of common stock of the Company at an exercise price of $ 67.00 per share for $ 250,000 . In connection with the issuance of the note and the warrant, the Company paid a $ 12,500 commitment fee. The proceeds from the sale of the note and warrant are for general working capital purposes. Due to the variable conversion price of the Purchase Agreement Amendment, the embedded conversion feature was accounted as a derivative liability. The fair value of the derivative liability at issuance amounting to $ 118,984 was recorded as debt discount and amortized over the term of the note. On August 3, 2024 the Company and Lind entered into a waiver and acknowledgement agreement. The Company and Lind previously entered into that certain Securities Purchase Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory note in the principal amount of $ 300,000 . Each of the Company and Lind acknowledge that the amounts owing under the convertible promissory note as of the filing of the Waiver Agreement is equal to $ 355,500 . During the year ended December 31, 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. On 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 date. The loan may be prepaid subject to a prepayment fee. 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, 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. F- 18 On 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 . The proceeds 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, 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 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, 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. On 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 outstanding. On 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. On 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, 2025. On 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, 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 note. 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. F- 19 On 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 31, 2025. On 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 . The proceeds 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 $ 42,353 . Interest expense related to the loan $ 2,039 for the year ended December 31, 2025. On 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 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. On 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 . The proceeds 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 $ 42,353 . Interest expense related to the loan $ 2,039 for the year ended December 31, 2025. August 2024 Private Placement Offering In August, 2024, the Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each of Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC, a New Jersey limited liability company (“Jefferson”) whereby we issued promissory notes in the aggregate principal amount of $ 550,000 (the “August Private Placement Offering”). The Company agreed to issue to Quick Capital and Jefferson up to 39,300 shares of our Common Stock as a “Commitment Fee”. As part of the August Private Placement Offering, the Company issued two promissory notes each in the principal amount of $ 275,000 with an original issue discount of $ 25,000 (the “Private Placement Notes”). The Private Placement Notes have a one-time interest payment of $ 27,500 . Thereafter, any principal amount of interest which is not paid upon maturity will accrue at a rate of the lesser of (i) sixteen percent ( 16 %) per annum, or (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Private Placement Notes have a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate purposes. The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of Common Stock as additional consideration for entering into Private Placement Notes. F- 20 The investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any portion of the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our Common Stock. The conversion price shall be $ 1.50 , subject to adjustments. We have agreed to reserve a sufficient number of Common Stock (initially, 2,000,000 shares) for issuance upon conversion of the Private Placement Notes in accordance with their terms. If an event of default occurs under the Private Placement Notes, the investors have the right to convert all amounts outstanding under the notes at any time thereafter into shares of Common Stock at the lesser of (i) the then applicable conversion price under the notes or (ii) the Market Price. “Market Price” shall mean 85 % of the lowest VWAP on any trading day during the ten (10) trading days prior to the respective conversion date. “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the principal market during the period beginning at 9:30 a.m., Eastern Standard Time, and ending at 4:00 p.m., Eastern Standard Time, as reported by Quotestream or other similar quotation service provider designated by the investors. The Company may prepay the Private Placement Notes at any time with fifteen (15) trading days prior written notice (the “Prepayment Notice Period”). During the Prepayment Notice Period, the investor shall have the right to convert all or any portion of the Private Placement Notes pursuant to the terms of the notes, including the amount of the Private Placement Notes to be prepaid. If the Company exercises its right to prepay the notes, the Company shall make payment to the investor of an amount in cash equal to the sum of: (i) 100% multiplied by the principal amount then outstanding plus (ii) accrued and unpaid interest on the principal amount to the Prepayment Notice Date, and (iii) $750 to reimburse the investor for administrative fees. If the Company delivers a prepayment notice and fails to pay the applicable prepayment amount, the Company shall forever forfeit its right to prepay any part of the Private Placement Notes. The Private Placement Notes have mandatory monthly payments of $ 43,200 . The initial payments are due on November 9, 2024 and November 12, 2024, respectively. The Company’s failure to comply with the material terms of the Private Placement Notes will be considered an event of default and the principal sum of the Private Placement Notes will become immediately due and payable at an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 135%, as well as all costs, all without demand, presentment or notice, unless expressly waived by the investor. The investors may assign their rights to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction or to any of its affiliates without the consent of the Company. While the Private Placement Notes remain outstanding, we shall not, without the investor’s written consent (i) (a) pay, declare or set apart for such payment, any dividend or other distribution on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution with respect to its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Company’s disinterested directors, (ii) redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares, or repay any indebtedness of the investor (iii) advance any loans made in the ordinary course of business in excess of $ 100,000 , (iv) sell, lease or otherwise dispose of any significant portion of our assets outside the ordinary course of business, and (v) enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) or Section 3(a)(10) of the Securities Act. In conjunction with the August Private Placement Offering, the Company entered into a registration rights agreement with each of Quick Capital and Jefferson. The Company agreed to file a registration statement with the Securities and Exchange Commission to register the re-sale of the maximum number of shares of Common Stock covered in the August Private Placement Offering within sixty (60) calendar days from the date of execution. During 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. Unaffiliated Note On 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. Vehicle Loan 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 , bears interest at an annual rate of 9.34 %, and is repayable in monthly installments of $ 1,450 , including principal and interest, over a term of 60 months. The loan is secured by the underlying vehicle. As of December 31, 2025, the outstanding balance on the vehicle loan was $ 56,185 . F- 21 First West Credit Union CEBA Loan On June 24, 2021, the Company assumed a commercial term loan with First West Credit Union Canada Emergency Business Account (“CEBA”) in the principal amount of CAD$ 60,000 in connection with the acquisition of TOBC. The loan initially bears no interest and is due on December 31, 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 . Interest 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. Note 7. Stockholders’ Equity Preferred Stock Our 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. Our Board of Directors has designated 2,000,000 shares of preferred stock as Series A Super-Voting Preferred Stock (the “Series A Preferred Stock”). The 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. For the year ended December 31, 2025 and 2024, the Company had 1,000,000 and 0 preferred stock outstanding, respectively. Common Stock On 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 the term loan. On February 12, 2024, the Company issued 100,000 shares of common stock to be held by The Crone Law Group as Escrow Agent with a fair value of $ 630,000 in connection with the Option Agreement with Afritex Texas. On May 22, 2024, the Company issued 10,000 shares of common stock to Hart, with a fair value of $ 23,300 , as a commitment fee on the promissory note. On August 12, 2024, the Company issued an aggregate of 39,300 shares of common stock to Jefferson and Quick Capital, with a fair value of $ 45,588 , as a commitment fee on the term loan. On October 18, 2024, the Company issued 172,000 shares of common stock with a fair value of $ 86,000 to Mark Crone for consulting services provided to the Company. On October 18, 2024, the Company issued 168,000 shares of common stock with a fair value of $ 84,000 to Walter F. Lubkin Jr. for consulting services provided to the Company. On December 27, 2024, the Company issued an aggregate of 250,000 shares of common stock to Jefferson as partial conversion of $ 20,436 principal pursuant to the convertible promissory note. During 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. During 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 $ 1,500,000 principal pursuant to the May 2023 convertible promissory note. F- 22 During the year ended December 31, 2024, the Company issued an aggregate of 128,118 shares of common stock to the designee of ClearThink with a fair value of $ 132,000 for consulting services provided to the Company. During the year ended December 31, 2024, the Company sold an aggregate of 5,370,176 shares of common stock for net proceeds of $ 3,186,016 in an “at the market” offering pursuant to a sales agreement between the Company and H.C. Wainwright & Co., LLC (“Wainwright”). During 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. On 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. On 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. During 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. During 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. During 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. During 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. Note 8. Options During the years ended December 31, 2025 and December 31, 2024, $ 3,756 and $ 2,968 , respectively, in compensation expense was recognized on the following: 1. Ten-year 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 191 was forfeited during the year ended December 31, 2025. 2. Ten-year 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 and was forfeited during the year ended December 31, 2025.. 3. Ten-year 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, 2025. 4. Three-year 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, 2025. 5. Three-year 3 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. 6. Five-year 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. 7. Three-year 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 and was forfeited during the year ended December 31, 2025. 8. Three-year 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 and expired in accordance with their terms during the year ended December 31, 2025. 9. 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, 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. 10. Three-year 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 and was forfeited during the year ended December 31, 2025. F- 23 The following table represents option activity for the years ended December 31, 2025 and 2024: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2023 6,331 $ 426.52 3.80 Exercisable – December 31, 2023 4,398 $ 426.52 4.27 $ - Granted - $ - Forfeited 1,087 $ - Expired 500 $ - Vested 4,076 - Outstanding – December 31, 2024 4,744 $ 1,532.26 3.34 Exercisable – December 31, 2024 4,076 $ 1,532.26 3.61 $ - Granted - $ - Forfeited 1,353 $ - Expired 6 $ - Vested 3,352 - Outstanding – December 31, 2025 3,385 $ 2,000.00 2.81 Exercisable – December 31, 2025 3,352 $ 2,000.00 2.82 $ - For 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 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. For 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 resignation. 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. The non-vested options outstanding are 33 and 668 for the years ended December 31, 2025 and 2024, respectively. Note 9. Warrants Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2024 12,205 $ 106.71 3.96 Exercisable – December 31, 2024 12,205 $ 106.71 3.96 $ - Granted 13,411,764 $ - Exercised - $ - Forfeited or Expired - $ - Outstanding – December 31, 2025 13,423,969 $ 0.11 4.76 Exercisable – December 31, 2025 13,423,969 $ 0.11 4.76 $ - F- 24 On 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: stock price of $ 107.00 and $ 7.00 ; 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 was recorded as a discount to the 2023 Lind Note and classified as liabilities. On 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: stock price of $ 53.50 and $ 7.00 ; exercise price of $ 67.00 ; 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. On 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 per share. On 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. On 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. Note 10. Income taxes 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 December 31, 2025 Federal statutory income tax rate $ ( 752,328 ) ( 21.00 )% State income taxes, net of federal benefit ( 21,391 ) 0.60 % Foreign tax rate differential ( 28,810 ) 0.80 % Change in valuation allowance 149,872 ( 4.18 )% Nontaxable or nondeductible items 598,835 ( 16.72 )% Other adjustments 53,822 ( 1.50 )% Effective income tax expense and rate - - 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, 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 ) ( 21.00 )% State tax Provision/(Benefit) net of federal benefit ( 429,933 ) 3.45 % Permanent book/tax differences 252,817 ( 2.03 )% Change in valuation allowance 2,934,868 ( 23.52 )% Other ( 137,271 ) 1.10 % Income Tax Provision/(Benefit) - - The components of the net deferred tax asset at December 31, 2025 and 2024, are as follows: Schedule of Deferred Income Tax Asset December 31, 2025 December 31, 2024 Deferred Tax Assets Allowance for bad debt $ 6,017 $ 9,774 Fixed assets 206,720 171,728 Inventory reserve 128,900 356,290 Net operating loss carryovers 6,307,134 5,932,995 Non-capital Losses 671,350 727,316 Other 110,373 99,962 Net Deferred Tax Asset/(Liability) 7,430,494 7,298,065 Valuation Allowance ( 7,430,494 ) ( 7,298,065 ) Net Deferred Tax Asset/(Liability) $ - $ - Tax periods for all fiscal years after 2020 remain open to examination by the federal and state taxing jurisdictions to which the Company is subject. As of December 31, 2025, the Company has cumulative net federal and state operating losses of $ 25,615,356 and $ 20,189,147 , respectively. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be recognized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2025. As of December 31, 2025, and 2024, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax related interest as income tax expenses. No interest or penalties were recorded during the years ended December 31, 2025, and 2024. Note 11. Commitment and Contingencies Office lease On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party and paid $ 69,600 on the lease for the year ended December 31, 2024. For the year ended December 31, 2025, the Company has paid $ 32,800 on this lease. Coastal Pride also leased a 9,050 square foot facility for $ 1,000 per month from Gault for its soft-shell crab operations in Beaufort, South Carolina under a one-year 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. F- 25 The offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately $ 2,500 per month plus taxes, from Steve and Janet Atkinson, the former TOBC owners. On April 1, 2022, TOBC entered into a new five-year lease with Steve and Janet Atkinson for CAD$ 2,590 per month plus taxes, and an additional five-year lease with Kathryn Atkinson for CAD$ 2,370 per month plus. Both leases are renewable for two additional five-year terms. On July 16, 2024, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia (the “Court”) against their landlords Steven Atkinson, Kathryn Atkinson and Janet Atkinson (the “Landlords”) requesting a declaration that their commercial lease located at 2904 and 2934 Jameson Road, Nanaimo, B.C. V9R 6W8 dated April 1, 2022 by and between TOBC and their Landlords is a valid lease and remains in full force and effect. The Company cannot provide any assurance as to the timing of resolution or outcome of this matter. Rental and equipment lease expenses were approximately $ 94,300 and $ 146,400 for the years ended December 31, 2025 and 2024, respectively. Note 12. Employee Benefit Plan The Company provides and sponsors a 401(k) plan for its employees. For the years ended December 31, 2025 and 2024, no contributions were made to the plan by the Company. Note 13. Subsequent Events Shares issuances On 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. On 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. On 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. On 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. On January 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. On 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. Note issuances On 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. The note may 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. British Columbia Lawsuit On 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. Schedule 14C On 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 law. The Information Statement was filed to provide the required notice to stockholders prior to the effectiveness of such actions. F- 26 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.