What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-06-23 compared with 2024-04-01 · 405 added, 387 removed, 78 unchanged (91% of the section changed)

9 unchanged sentences

are an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products.

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

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

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

Farms for distribution in Canada.

The crab meat which we import is processed in six out of the ten plants available throughout Southeast

Our current source of revenue is from 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, as well as soft shell crab in the United States and steelhead salmon and rainbow trout fingerlings produced

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

The crab meat which we import is processed in six out of the ten

plants available throughout Southeast Asia.

Our suppliers are primarily via co-packing relationships, including two affiliated suppliers.

We sell primarily to food service

distributors.

We sell primarily to food service distributors.

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

On September 26, 202 3 , the

Company received a letter from NASDAQ notifying the Company that based upon the closing bid price of the Company’s common stock

for the last 30 consecutive business days, the Company was not in compliance with the Minimum

Bid Requirement on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(a)(2) .

The Company was provided a compliance period

of 180 calendar days, or until March 24, 2024, to regain compliance with NASDAQ Listing Rule 5550(a)(2).

If at any time before March 24,

2024, the closing bid price of our common stock closed at or above $1.00 per share for a minimum of ten consecutive business days, NASDAQ

will provide written notification that the Company has achieved compliance with the Minimum Bid Requirement and the matter would be resolved.

On March 26, 2024, we received a letter from NASDAQ stating the Company had not regained compliance with the Minimum Bid Requirement and

is not eligible for a second 180-day period because it is not in compliance with NASDAQ’s $5,000,000 minimum stockholders’

equity initial listing requirement.

The Company intends to present a written compliance plan to the NASDAQ hearings panel by April 2,

2024 (which will stay further action by NASDAQ) for its consideration of continued listing of the Company’s common stock on the

NASDAQ Capital Market.

Stockholder’s Equity

Company was notified on November 27, 2023 by NASDAQ that it no longer complied with the minimum $2,500,000 stockholders’ equity

required for continued listing on NASDAQ.

The Company is subject to a Mandatory Panel Monitor for a period of one year, or until October

On December 4, 2023, the Company was granted a hearing with NASDAQ’s

hearings panel, which was scheduled for March 5, 2024.

On March 22, 2024, the NASDAQ hearings panel notified the Company that it had

granted the request of the Company to continue its listing on NASDAQ until May 15, 2024, subject to on or before April 1, 2024, the Company

filing its Form 10-K for the year ended December 31, 2023, and filing its Form 10-Q for the quarter ended March 31, 2024 by

May 15, 2024.

Afritex Agreements

On February 1, 2024, the

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

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

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

in the Services Agreement.

In consideration for its services, during the term of the Services Agreement, the Company will be entitled

to all of the revenue and profits earned by Afritex.

Under the Services Agreement, Afritex may not sell or otherwise use as consideration

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

The Company must maintain certain commercial liability insurance

during the term of the Services Agreement.

The Services Agreement also provides that the Company may not solicit Afritex employees for

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

of the Services Agreement will automatically extend for three thirty-day periods, if Afritex’s outstanding debt is no greater than

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”).

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

the Option Agreement for a purchase price of $554,714 for machinery and equipment and 5,000,000 shares of the Company’s common stock

were issued on February 12, 2024

to be held in escrow, for intangible assets.

In addition, for one year from the date of the Option Agreement, Afritex has

an option to purchase up to $1,000,000 shares of the Company’s common stock at a 10% discount to the lowest volume-weighted average

price in the immediately prior five days.

The sale of any shares acquired by Afritex under the Option Agreement are subject to a “leak-out”

provision as set forth in the Option Agreement.

The closing of the Option Agreement is subject to, among other things, the successful

restructuring of Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000

is outstanding.

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

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

To date, the Company has not exercised

its option to purchase such intangibles assets, machinery and equipment.

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

other things, for a 33-week term loan in the principal amount of $200,000 (with an additional one-time commitment fee of $50,000).

Interest accrues at the rate of 25% per annum with an additional 5% default interest rate in the event of circumstances described in

the agreement or $50,000 will be added to the principal amount and accrue after principal is paid.

The Company is required to make

biweekly payments of $14,706, commencing February 1, 2024 for the term of the Agreement.

On January 25, 2024, the Company issued

354,610 shares of common stock to ClearThink as a commitment fee.

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

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

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

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

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

its Certificate of Incorporation to effect the Reverse Stock Split.

All shares and per share amounts in the financial statements have

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

January 28, 2025, the Company entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral

agent, which provides for a term loan to the Company in the amount of $420,000 which principal and interest (of $176,400) and has a maturity

date of August 15, 2025.

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

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

The term of the agreement is 180

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

terminate to the other.

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

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

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

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

sold, and the parties will each receive the following:

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

the Net Sales Amount.

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

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

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

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

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

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

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

of receiving funds for each PO.

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

The parties also agreed

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

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

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

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

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

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

business on Friday, December 20, 2024.

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

2025, the Company was upgraded to the OTCQB tier.

Columbia Civil Claim

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

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

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

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

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

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

or outcome of this matter.

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

The claim relates

to the termination of Mr.

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

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

The discovery process in this matter has recently begun and

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

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

of Operations

9 unchanged sentences

Profit (Loss) .

Gross profit for the year ended December 31, 2023 is $158,077 as compared to gross loss of $651,988 for the year ended

December 31, 2022.

This increase is attributable to higher market prices and lower cost of goods sold in comparison to the year ended

December 31, 2022.

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

ended December 31, 2023.

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

ended December 31, 2023.

Profit (Loss) Margin.

Gross profit margin for the year ended December 31, 2023 is 2.6% as compared to gross loss margin of 5.1% for

the year ended December 31, 2022.

This increase is attributable to higher market prices and lower cost of goods sold in comparison to

the year ended December 31, 2022.

Commissions expenses decreased to $2,169 for the year ended December 31, 2023 from $24,482 for the year ended December

The decrease is attributable to lower commissionable revenues.

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

for the year ended December 31, 2023.

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

to the year ended December 31, 2023.

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

The increase is attributable to higher commissionable revenues.

and Wages Expense .

1 unchanged sentence

the year ended December 31, 2023.

This decrease is primarily attributable to a strategic reduction in salaries for the year ended December

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

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

and Amortization .

Depreciation and amortization expense decreased to $4,521 for the year ended December 31, 2023 as compared to

Depreciation and amortization expense increased to $5,866 for the year ended December 31, 2024 as compared to

$4,521 for the year ended December 31, 2023.

This decrease is attributable to lower depreciation due to the impairment of fixed assets

and intangible assets in the year ended December 31, 2022.

Impairment loss decreased to $0 for the year ended December 31, 2023 as compared to $5,797,906 for the year ended December

This decrease is attributable to the impairment recognized on TOBC for the year ended December 31, 2022.

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

assets in the year ended December 31, 2024.

Operating Expense.

1 unchanged sentence

$2,525,661 for the year ended December 31, 2023.

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

business operations.

Other income decreased to $12,708 for the year ended December 31, 2023 from $154,196 for the year ended December 31, 2022.

This decrease is primarily attributable to lower collections received by Coastal Pride from previously written off receivables.

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

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

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

Other income increased to $51,926 for the year ended December 31, 2024 from $12,708 for the year ended December 31, 2023.

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

from previously written off receivables.

on Conversion of Debt.

Loss on conversion of debt increased to $977,188 for the year ended December 31, 2023 from $57,085 for the

year ended December 31, 2022.

This increase is attributable to the additional payments made to Lind by the issuance of common stock due

to a decrease in the Repayment Share Price.

Change in Fair Value of Derivatives

and Warrants Liabilities .

Change in fair value of derivatives and warrants liabilities increased to $2,497,088 for the year ended

December 31, 2023 from $0 for the year ended December 31, 2022.

This increase is attributable to the 2023 Lind notes embedded conversion

feature due to the variable conversion price on the agreements.

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

ended December 31, 2023.

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

in Fair Value of Derivatives and Warrants Liabilities .

Change in fair value of derivatives and warrants liabilities decreased to

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

This decrease

is attributable to fair value measurement for the derivative liability and warrant liability as of December 31, 2024.

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

December 31, 2023.

This increase is mainly attributable to the amortization of the Lind convertible debt discount.

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

paid for various note payables.

The Company had a net loss of $12,478,487 for the year ended December 31, 2024 as compared to a net loss of $4,471,612 for

the year ended December 31, 2023.

The decrease in net loss is primarily attributable to decreases in salaries and wages, decreases in

depreciation and amortization, recognition of impairment losses for TOBC and Coastal Pride in 2022 that no longer applied in 2023 and

decreases of other expenses of legal and professional fees.

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

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

in fair values of derivative and warrant liabilities.

and Capital Resources

Company had cash of $326,854 as of December 31, 2024.

At December 31, 2023, the Company had a working capital surplus of $899,215, including

$165,620 in stockholder loans that were subordinated to its working capital line of credit, as compared to a working capital deficit

of $3,013,281 at December 31, 2022, including $893,000 in stockholder loans.

The Company’s primary sources of liquidity consisted

of inventory of $2,608,521 and accounts receivable of $534,195 at December 31, 2023.

The increase in working capital was due primarily

to decreases of inventory of $2,023,631 and accounts receivable of $270,881 netted against the decreases in the working capital line

of credit of $1,776,068 and maturities of short-term debt of $3,439,557.

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

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

The Company’s

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

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

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

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

2 unchanged sentences

Cash used in operating activities during the year ended December 31, 2024 was $6,195,893 as compared

to cash used in operating activities of $3,618,811 for the year ended December 31, 2022, representing a decrease of $88,149.

is primarily attributable to a decrease in inventory of $5,455,560 netted against the decreases in deferred income of $62,336, accounts

receivable netted against other current assets of $3,036,916 and decrease in payables netted against other current liabilities of $2,094,395

for the year ended December 31, 2023.

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

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

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

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

(Used in) Investing Activities.

Cash used in investing activities for the year ended December 31, 2023 was $159,609 as compared to

$695,275 cash used in investing activities for the year ended December 31, 2022.

The decrease was a result of no acquisitions during

the year ended December 31, 2023 compared to the acquisition of the soft-shell crab operations by Coastal Pride for the year ended December

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

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

The decrease was a result of less fixed asset

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

Provided by Financing Activities.

2 unchanged sentences

This increase is mainly attributable to

in the private placement offering completed in September 2023.

Capital Line of Credit

March 31, 2021, Keeler & Co.

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

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

and Coastal Pride (together, the “Borrowers”)

a $5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter.

under the line of credit are represented by a revolving credit note issued to Lighthouse by the Borrowers.

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

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

The inventory portion

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

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

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

paid an additional facility fee of $25,000 on March 31, 2022.

In an effort to increase imports to meet customer demand, on January 14,

2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% until July 31, 2022,

60% until August 31, 2022, 55% until September 30, 2022, at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance.

On July 29, 2022, the Loan Agreement was further amended to set the annual interest rate on the outstanding principal amount at 4.75%

above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022.

The amendment also updated the

maximum inventory advance under the line of credit to 60% from August 1, 2022 through December 31, 2022 and 50% thereafter.

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

Pursuant to the terms of a guaranty

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

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

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

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

incurred in connection with the line of credit of approximately $4,991.

Upon the repayment of the total outstanding indebtedness owing

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

were deemed terminated.

the year ended December 31, 2023, cash proceeds from the working capital line of credit totaled $2,405,034 and cash payments to the working

capital line of credit totaled $4,182,971.

Keeler Promissory Notes

January 2006 through May 2017, Keeler & Co issued 6% demand promissory notes in the aggregate principal amount of $2,910,000 to John

Keeler, our Chief Executive Officer and Executive Chairman.

As of December 31, 2023, approximately $165,600 of principal remains outstanding

and approximately $50,500 of interest was paid under the notes during the year ended December 31, 2023.

These notes are subordinated

to the Lighthouse note.

After satisfaction of the terms of the subordination, the Company may prepay the notes at any time first against

interest due thereunder.

If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within

ten days of payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely made.

Company made principal payments of $157,380 during the year ended December 31, 2023.

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

principal of the subordinated notes.

September 11, 2023, the Company offered and sold in a “best efforts” public offering pursuant to a registration statement on Form S-1,

which was declared effective by the SEC on September 7, 2023, an

aggregate of 690,000 shares of common stock, together with Series A-1 warrants to purchase up to 10,741,139 shares of common stock

and Series A-2 warrants to purchase up to 10,741,139 shares of common stock (collectively, the “Common Warrants”) and

10,051,130 pre-funded warrants (the “Pre-Funded Warrants”).

share of common stock and Pre-Funded Warrants were sold together with a Series A-1 common stock purchase warrant to purchase one

share of common stock and a Series A-2 common stock purchase warrant to purchase one share of common stock.

The shares of

common stock or Pre-Funded Warrant and accompanying Common Warrants are immediately separable and were issued separately.

offering price for each share of common stock and accompanying Common Warrants was $0.4655.

Each Common Warrant has an exercise

price per share of $0.4655 and will be exercisable beginning on the effective date of stockholder approval of the issuance of the

shares upon exercise of the Common Warrants (“Warrant Stockholder Approval”).

The Series A-1 common stock purchase

warrants will expire on the five-year anniversary of the effective date of the Warrant Stockholder Approval.

The Series A-2 common

stock purchase warrants will expire on the eighteen-month anniversary of the effective date of the Warrant Stockholder Approval.

Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the Pre-Funded Warrants are exercised in

full, and have an exercise price of $0.01.

The Warrant Stockholder Approval has not yet been obtained.

shares of common stock, Common Warrants and Pre-Funded Warrants were sold pursuant to a securities purchase agreement.

Wainwright & Co., LLC acted as placement agent

for the offering and received a fee of 7% of the gross proceeds, reimbursement of $35,000 in non-accountable expenses and $100,000

for legal fees and out-of-pocket expenses.

2021 Underwritten Offering

November 2, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Newbridge Securities

Corporation (“Newbridge”), as representative of the underwriters listed therein (the “Underwriters”), pursuant

to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”)

an aggregate of 800,000 shares of the Company’s common stock, at a public offering price of $5.00 per share.

In addition, the Underwriters

were granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional

120,000 shares of common stock.

The Offering closed on November 5, 2021 and the common stock began trading on the NASDAQ Capital Market

under the symbol “BSFC” on November 3, 2021.

The Over-allotment Option was not exercised by the Underwriters.

net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and

the Company’s estimated Offering expenses, were approximately $3,600,000.

The Company used the net proceeds from the Offering for

general corporate purposes, including working capital, operating expenses, and capital expenditures.

The Company may also use a portion

of the net proceeds to acquire or make investments in businesses, products, and offerings, although the Company does not have agreements

or commitments for any material acquisitions or investments at this time.

addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, each director, executive

officer, and beneficial owners of over 10% of the Company’s common stock (for a period of 180 days after the date of the final

prospectus relating to the Offering), have agreed, subject to customary exceptions, not to sell, transfer or otherwise dispose of securities

of the Company, without the prior written consent of Newbridge.

November 5, 2021, in connection with the November 2, 2021 Offering, the Company issued a warrant to purchase an aggregate of 2,800

shares of common stock at an exercise price of $100.00 per share to Newbridge.

Such warrant expires on November 11, 2024.

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

Global Fund II LP investment

January 24, 2022, the Company entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited

partnership (“Lind”), pursuant to which the Company issued to Lind a secured, two-year, interest free convertible

promissory note in the principal amount of $5,750,000 and a five-year warrant to purchase 1,000,000 shares of common stock of the

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

price of $90 per share after taking into account the Company’s Reverse Stock Split).

The warrant provides for cashless

exercise and for full ratchet anti-dilution if the Company issues securities at less than $4.50 per share (exercise price of $90 per share after taking into account the Company’s Reverse Stock Split).

In connection with the

issuance of the note and the warrant, the Company paid a $150,000 commitment fee to Lind and approximately $87,000 of debt issuance

outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the

Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the

five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of

$1.50 per share (the “Floor Price”) (floor price of $30 per share after taking into account the Company’s Reverse Stock Split), or a combination of cash and stock provided that if at any time the Repayment

Share Price is deemed to be the Floor Price, then in addition to shares, the Company will pay Lind an additional amount in cash as

determined pursuant to a formula contained in the note.

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

including a pledge on its shares in John Keeler & Co.

Inc., its wholly-owned subsidiary, pursuant to a security agreement and a stock

pledge agreement with Lind, dated January 24, 2022.

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

all of its respective assets.

note is mandatorily payable prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note)

or, if the Company or its subsidiaries issues any indebtedness other than certain amounts under the then line of credit facility with

The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount

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

of the Company on terms more favorable than those granted to Lind, with certain exceptions.

the Company fails to maintain the listing and trading of its common stock, the note will become due and payable and Lind may convert

all or a portion of the outstanding principal at the lower of the then current conversion price and 80% of the average of the 3-day VWAP

during the 20 days prior to delivery of the conversion notice.

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

note is convertible into common stock at $5.00 per share ($100 per share after taking into account the Company’s Reverse Stock Split), subject to certain adjustments, at any time after the earlier of six

months from issuance or the date the registration statement is effective;

provided that no such conversion may be made that would

result in beneficial ownership by Lind and its affiliates of more than 4.99% of the Company’s outstanding shares of common

If shares are issued by the Company at less than the conversion price, the conversion price will be reduced to such

September 15, 2023, the Company paid $2,573,142 to Lind and the note was extinguished.

May 30, 2023, the Company entered into a securities purchase agreement with Lind pursuant to which the Company issued to Lind a secured,

18 unchanged sentences

capital purposes.

In order to refinance interest due on the June 14,

2023 note issued to Agile, on January 2, 2024, the Company, and Keeler & Co.

entered into a subordinated business loan and security

agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $122,491 which

principal and interest (of $48,996) is due on May 31, 2024.

Commencing January 5, 2024, the Company is required to make weekly payments

of $7,795 until the due date.

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

The Company and Lind previously entered into that certain Securities Purchase

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

note in the principal amount of $300,000.

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

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

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

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

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

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

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

(“Borrowers”)

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

a term loan to the Company in the amount of $210,000 which principal and interest (of $79,800) is due on August 29, 2024.

Commencing March

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

The loan may be prepaid subject to a prepayment

An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of

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

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

On May 9, 2024, the Borrowers

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

a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on November 22, 2024.

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

The loan may be prepaid subject to a prepayment

An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of

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

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

On July 25, 2024, the Borrowers entered into a subordinated business loan

and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of

$210,000 which principal and interest (of $84,000) is due on January 31, 2025.

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

weekly payments of $10,889 until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $5,833 was paid on the

A default interest rate of 5% will become effective upon the occurrence of an event of default.

An administrative agent fee of $10,000

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

In connection with the loan, Agile

was issued a subordinated secured promissory note, dated January 2, 2024, in the principal amount of $122,491 which note is secured by

all of the Borrower’s assets, including receivables.

ClearThink Term Loan

On January 18, 2024, the Company

entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink which provides, among other things, for a 33-week term

loan in the principal amount of $200,000 (with an additional one-time commitment fee of $50,000).

Interest accrues at the rate of

25% per annum with an additional 5% default interest rate in the event of circumstances described in the agreement or $50,000 will

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

The Company is required to make biweekly payments of $14,706,

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

On January 25, 2024, the Company issued 354,610 shares of common stock to

ClearThink as a commitment fee.

Accounting Policies and Estimates

of Goodwill and Long-Lived Assets

and long-lived assets include the cost of the acquired business in excess of the fair value of the net assets recorded in connection

with an acquisition.

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

For goodwill,

our policy is to assess for impairment at year-end or whenever events or changes in circumstances indicate that the carrying value may

not be recoverable.

For long-lived assets, we assess for impairment only if events occur that indicate that the carrying amount of an

asset may not be recoverable.

we assess the recoverability of goodwill and long-lived assets by determining whether the fair values exceed the carrying values of these

For long-lived assets, we use the income method, which uses a forecast of the expected future net cash flows associated with

These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors

associated with the cash flow streams.

Our goodwill testing may be performed utilizing either a qualitative or quantitative assessment;

however, if a qualitative assessment is performed and we determine that the fair value of a reporting unit is more likely than not (i.e.,

a likelihood of more than 50 percent) to be less than its carrying amount, a quantitative test is performed.

using a quantitative test, we arrive at our estimates of fair value using a discounted cash flow analysis.

Our assessment for impairment

of goodwill and long-lived assets compared the fair value of the reporting unit to the corresponding carrying value.

If the carrying

value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess.

An annual impairment analysis

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

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

year-end 2022 annual impairment analysis for goodwill and long-lived assets, we recorded an impairment loss on customer relationships,

trademarks, non-compete agreements and fixed assets of $1,595,677, $1,006,185, $78,116 and $1,873,619, respectively, related to Coastal

Pride and TOBC.

For goodwill, the analysis concluded an impairment of $1,244,309 related to Coastal Pride and TOBC for year ended December

No impairment was recognized for the year ended December 31, 2023.

fair value conclusions as of December 31, 2022 are highly sensitive to changes in the assumptions used in the income approach, which

include forecasted revenues, perpetual growth rates, among others, all of which require significant judgments by management.

value of the reporting unit is therefore determined using significant unobservable inputs, or level 3 in the fair value hierarchy.

Company has used recent historical performance, current forecasted financial information, and broad-based industry and economic statistics

as a basis to estimate the key assumptions utilized in the forecasted cash flow model.

These key assumptions are inherently uncertain

and require a high degree of estimation and judgment and are subject to change based on future changes, industry and global economic

and geo-political conditions, and the timing and success of the implementation of current strategic initiatives.

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.

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

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

and estimated costs of completion.

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

The Company had in-transit inventory of approximately $974,000 and $1,598,000 as of December 31, 2023 and December 31, 2022, respectively.

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

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

write-downs are charged to cost of goods sold.

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

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

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

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

The Company’s source of revenue is from importing

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

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

Fresh and steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in

We sell primarily to food service distributors.

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

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

the following five steps:

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

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

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

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

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

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

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

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

Consideration payable to a

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

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

was issued a subordinated secured promissory note, dated July 25, 2024, in the principal amount of $210,000 which note is secured by all

of the Borrowers’ assets, including receivables.

On January 28, 2025, the Company entered into a subordinated

business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in

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

Commencing February 7, 2025,

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

The loan may be prepaid subject to a prepayment fee.

Administrative agent fee of $20,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan.

In connection with the loan, Agile was issued a subordinated secured promissory note, dated January 28, 2025, in the principal amount

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

1800 Diagonal Notes

On April 16, 2024, pursuant to a securities

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

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

Diagonal Note”).

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

January 15, 2025.

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

Upon the occurrence of an

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

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

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

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

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

assets except in the ordinary course of business.

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

shares upon the full conversion of the First Diagonal Note.

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

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

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

On September 9, 2024, pursuant to a securities

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

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

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

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

The proceeds from the September Diagonal Note are for general

working capital.

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

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

The September

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

month thereafter until June 15, 2025.

On October 1, 2024, pursuant to a securities purchase

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

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

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

and a maturity date of June 30, 2025.

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

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

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

The October Diagonal Note has mandatory monthly payments of

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

On December 16, 2024, pursuant to a securities purchase

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

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

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

issuance and a maturity date of September 15, 2025.

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

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

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

thereafter until September 15, 2025.

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

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

The January Diagonal

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

Upon the occurrence of an

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

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

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

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

The Hart Note

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

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

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

stock to Hart (the “Hart Note”).

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

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

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

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

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

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

each subsequent 30 days it remains in default.

The FirstFire Note

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

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

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

The FirstFire

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

The proceeds from the sale of the FirstFire

Note are for general corporate purposes.

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

The initial payment

on August 17, 2024 is $185,600.

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

Monthly payments from January

2025 - April 2025 are $3,000.

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

The Company’s failure to comply

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

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

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

any other amounts owed to FirstFire.

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

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

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

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

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

While the FirstFire Note remains outstanding, we shall not,

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

ordinary course of business.

August 2024 Private Placement Offering

In August, 2024, the Company entered into securities

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

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

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

The Company agreed to issue to each of Quick Capital

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

As part of the August Private Placement Offering,

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

Placement Notes”).

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

Thereafter, any principal amount of

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

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

The Private Placement Notes have a maturity date of 10 months

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

The Company agreed to issue to each of Quick Capital

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

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

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

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

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

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

We have agreed

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

in accordance with their terms.

The Company may prepay the Private Placement Notes

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

During the Prepayment Notice

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

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

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

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

(i) 100% multiplied by the

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

$750 to reimburse the investor for administrative fees.

If the Company delivers a prepayment notice and fails

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

The Private Placement Notes have mandatory monthly

payments of $43,200.

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

The Company’s failure to comply with the material

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

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

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

expressly waived by the investor.

The investor may assign its rights to any “accredited

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

the consent of the Company.

While the Private Placement Notes remain outstanding,

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

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

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

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

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

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

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

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

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

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

In conjunction with the August Private Placement

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

Quick Capital and Jefferson.

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

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

days from the date of execution.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations

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

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

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

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

None of those policies are deemed to

be critical accounting policies nor critical accounting estimates.

The preparation of these financial statements requires us to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could

differ from those estimates.

We continually evaluate our critical accounting policies and estimates.

Accounting Pronouncements

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

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on

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

requires entities to consider additional disclosures related to credit quality of trade and other receivables, including information

related to management’s estimate of credit allowances.

ASU 2016-13 was further amended in November 2018 by ASU 2018-19,

Codification Improvements to Topic 236, Financial Instrument-Credit Losses.

For public business entities that are U.S.

and Exchange Commission (SEC) filers excluding smaller reporting companies, the amendments are effective for fiscal years beginning

after December 15, 2019, including interim periods within those fiscal years.

For all other public business entities, the amendments

are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

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

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

Measurement of Credit Losses on Financial Instruments.” For all other entities, the amendments are now effective for fiscal

years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.

On November 15,

2019, FASB issued an Accounting Standard Update No.

2019-10 to amend the implementation date to fiscal years beginning after

December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted for fiscal years, and interim

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

The Company adopted this ASU related to its trade receivables

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

financial statements.

March 29, 2023, the Company’s board of directors approved, and on May 10, 2023, at a special meeting of the stockholders, holders

ASU 2023-07 – Segment Reporting (Topic 280)

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

The Company’s business consists of one

operating segment, which is also its one reportable segment.

The Company derives revenues by providing sales of primarily seafood

products to customers.

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

consolidated basis.

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

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

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

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

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

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

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

The ASU also eliminates

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

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

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

The Company does

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

ASU 2024-03 – Income Statement—Reporting

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

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

Disaggregation Disclosures (Subtopic 220-40):

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.

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

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

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

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

June 9, 2023, the Company amended its Certificate of Incorporation to effect a one-for-twenty reverse stock split, which became effective

on June 21, 2023.

All share and per share amounts in this Annual Report have been restated for all periods presented to reflect the Reverse

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

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

its Certificate of Incorporation to effect the Reverse Stock Split.

All shares and per share amounts in the financial statements have

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

Balance Sheet Arrangements

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis