What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-06-23 compared with 2024-04-01 · 986 added, 690 removed, 692 unchanged (71% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

5 unchanged sentences

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

and its subsidiaries (collectively, the

“Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive

loss, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash

flows for the years then ended, in conformity with accounting principles generally accepted in the United States of

and its subsidiaries (collectively, the “Company”)

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

the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of December 31,2024 and 2023,

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

in the United States of America.

Concern Matter

35 unchanged sentences

www.malonebailey.com

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

Houston, Texas

April 1, 2024

have served as the Company’s auditor since 2014.

Star Foods Corp.

BALANCE SHEETS

DECEMBER 31, 2023

DECEMBER 31, 2022

CURRENT ASSETS

2 unchanged sentences

Inventory, net

Advances to related party

Advances to related party, net

Other current assets

Total Current Assets

RELATED PARTY LONG-TERM RECEIVABLE

RELATED PARTY LONG-TERM RECEIVABLE, NET

FIXED ASSETS, NET

RIGHT OF USE ASSET

ADVANCES TO RELATED PARTY

ADVANCES TO RELATED PARTY, NET

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Customer refunds

Working capital line of credit

Deferred income

Current maturities of long-term debt, net of discounts

Current maturities of lease liabilities

8 unchanged sentences

Debt, net of current portion and discounts

Related party notes, net of current portion

TOTAL LIABILITIES

10 unchanged sentences

Treasury stock, 151 shares as of December 31, 2024 and 151 shares as of December 31, 2023

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 1,245,723 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

5 unchanged sentences

GROSS PROFIT (LOSS)

( 1,288,990 )

SALARIES AND WAGES

DEPRECIATION AND AMORTIZATION

IMPAIRMENT LOSS

OTHER OPERATING EXPENSES

2 unchanged sentences

( 4,232,278 )

LOSS ON SETTLEMENT OF DEBT

CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES

LOSS ON SETTLEMENT OF DEBT

INTEREST EXPENSE

18 unchanged sentences

ENDED DECEMBER 31, 2024 AND 2023

Series A Preferred Stock $.0001 par value

Common Stock $0.0001 par value

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholder’s Equity

Series A Preferred Stock

$.0001 par value

Comprehensive

Stockholder’s

December 31, 2022

$ ( 29,339,120 )

$ ( 235,853 )

$ ( 1,245,723 )

Stock based compensation

Warrants issued on long-term debt

Common stock issued for service

Common stock issued for asset acquisition

Common stock issued from exercise of warrants

Common stock issued for note payment

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

Common stock issued for cash and exercise of warrants

Common stock issued to settle related party notes payable

Common stock issued to settle subordinated related party note

Treasury Stock

( 4,471,612 )

4 unchanged sentences

( 33,810,732 )

( 29,339,120 )

( 1,245,723 )

Stock based compensation

1 unchanged sentence

Common stock issued for note payment

Common stock issued for cash and exercise for warrants

Common stock issued to settle related party notes payable

Common stock issued to settle subordinated related party note

Treasury Stock

Common stock issued for cash

Common stock issued for loan commitment fees

( 12,478,487 )

4 unchanged sentences

( 46,289,219 )

( 33,810,732 )

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

8 unchanged sentences

Common stock issued for service

Impairment of goodwill

Impairment of intangible assets

Impairment of fixed assets

Write-off of fixed assets

Depreciation of fixed assets

Amortization of intangible assets

Amortization of debt discounts

Allowance for inventory obsolescence

Allowance for related party advances and long-term receivable

Loss on settlement of debt

Lease expense

Write down of inventory

Bad debt expense

Credit loss expense

Gain on revaluation of fair value of derivative and warrant liabilities

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

( 2,497,088 )

Changes in operating assets and liabilities:

Accounts receivables

( 3,431,929 )

Advances to related parties

5 unchanged sentences

Deferred income

Other current liabilities

Net Cash (Used in) Operating Activities

2 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash paid for acquisition

Purchases of fixed assets

2 unchanged sentences

Proceeds from common stock offering

Proceeds from common stock offering – prefunded warrants

Proceeds from common stock warrants exercised

Proceeds from sale of prefunded warrants

Proceeds from working capital line of credit

Proceeds from short-term loan

Proceeds from short-term loans

Proceeds from convertible debt

1 unchanged sentence

( 4,182,971 )

Repayments of short-term loans

( 1,955,924 )

Repayments of short-term loan

Principal payments of convertible debt

( 2,007,435 )

( 1,118,888 )

Repayments of related party notes payable

Purchase of treasury stock

Payment of loan costs

Net Cash Provided by Financing Activities

1 unchanged sentence

NET INCREASE IN CASH AND CASH EQUIVALENTS

( 1,146,251 )

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

4 unchanged sentences

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

Operating lease assets recognized in exchange for operating lease liabilities

Warrants issued for convertible debt

Common stock issued for asset acquisition

Common stock issued for partial settlement of note payable

Common stock issued for partial conversion of note payable

Common stock issued for loan commitment fees

Derivative liability recognized on issuance of convertible note

5 unchanged sentences

Company Overview

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

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

seafood products.

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

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

other premium seafood products.

The Company’s main operating business, John Keeler & Co., Inc.

(“Keeler & Co.”) was incorporated

in the State of Florida in May 1995.

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

from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star,

Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings

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

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

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

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

respectively.

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

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

Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand

name Little Cedar Farms for distribution in Canada.

February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability

7 unchanged sentences

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

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

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

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

to reflect the Reverse Stock Split.

On February 1, 2024, the Company

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

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

finance functions.

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

inventory listed in the Services Agreement.

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

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

Under the Services

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

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

Agreement also provides that the Company may not solicit Afritex employees for 24 months nor circumvent existing business

relationships of Afritex for three years, after the term of the Services Agreement.

The term of the Services Agreement will

automatically extend for three thirty-day periods, if Afritex’s outstanding debt is no greater than $325,000.

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

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

Agreement with Afritex.

In connection with the Services Agreement,

on February 12, 2024, the Company entered into an Intangibles Assets and Machinery Option to Purchase Agreement with Afritex (the “Option

Pursuant to the Option Agreement, the Company has the option to purchase Afritex’s intangible assets, machinery

and equipment set forth in the Option Agreement for a purchase price of $ 554,714

for machinery and equipment and 100,000

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

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

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

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

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

On May 20, 2024, the Company amended

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

the same day.

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

Restatement of Previously Issued Unaudited Financial Statements

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

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

certain inventory transactions and expenses related to such agreement.

Specifically, the Company determined that not all of the

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

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

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

The above also resulted to

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

These errors resulted to

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

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

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

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

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

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

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

Balance Sheet (unaudited) as of,

of Previously Reported Consolidated Financial Statements

Previously Reported

Accounts receivable, net

$ ( 490,750 )

$ ( 400,833 )

$ ( 994,740 )

Inventory, net

Other current

Total current assets

( 2,311,425 )

Accounts payable and accruals

Total current liabilities

Total liabilities

Accumulated deficit

( 34,903,827 )

( 35,090,183 )

( 36,745,793 )

( 37,123,940 )

( 38,070,941 )

( 2,100,558 )

( 40,171,499 )

Total stockholders’ equity

( 2,100,558 )

Total liabilities and stock holders’ equity

( 2,311,425 )

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

As Previously Reported

Three Months Ended March 31

As Previously Reported

$ ( 1,200,974 )

Cost of revenue

Other Operating Expenses

Loss from operations

( 1,028,555 )

( 1,093,095 )

( 1,279,451 )

Net loss attributable to common stockholders

( 1,093,095 )

( 1,279,451 )

Comprehensive loss

( 1,015,062 )

( 1,201,418 )

Net loss per common share - basic and diluted

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

As Previously Reported

Three months ended June 30, 2024

Six months ended June 30, 2024

As Previously Reported

$ ( 1,141,540 )

$ ( 2,342,514 )

Cost of revenue

( 1,885,103 )

Other operating expenses

Loss from operations

( 1,533,922 )

( 1,912,069 )

( 1,841,967 )

( 2,033,757 )

( 2,935,062 )

( 3,313,209 )

Net loss attributable to common shareholders

( 1,841,967 )

( 2,033,757 )

( 2,935,062 )

( 3,313,209 )

Comprehensive loss

( 1,823,178 )

( 2,014,968 )

( 2,838,240 )

( 3,216,387 )

Net loss per common share - basic and diluted

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

As Previously Reported

Three months ended September 30, 2024

Nine months ended September 30, 2024

As Previously Reported

$ ( 624,504 )

$ ( 2,967,018 )

Cost of revenue

( 2,221,838 )

Gross profit (loss)

Other operating expenses

Loss from operations

( 1,722,412 )

( 2,642,207 )

( 2,453,717 )

( 2,100,558 )

( 4,554,275 )

( 1,325,147 )

( 1,722,412 )

( 3,047,559 )

( 4,260,209 )

( 2,100,558 )

( 6,360,767 )

Net loss attributable to common shareholders

( 1,325,147 )

( 1,722,412 )

( 3,047,559 )

( 4,260,209 )

( 2,100,558 )

( 6,360,767 )

Comprehensive loss

( 1,343,145 )

( 1,722,412 )

( 3,065,557 )

( 4,181,385 )

( 2,100,558 )

( 6,281,943 )

Net loss per common share - basis and diluted

Statements of Cash Flows (unaudited) as of,

As Previously

Months Ended March 31, 2024

Ended June 30, 2024

Nine Months Ended September 30, 2024

As Previously

$ ( 1,093,095 )

$ ( 186,356 )

$ ( 1,279,451 )

$ ( 2,935,062 )

$ ( 378,147 )

$ ( 3,313,209 )

$ ( 4,260,209 )

$ ( 2,100,558 )

$ ( 6,360,767 )

Credit loss expense

Accounts receivables

( 1,029,836 )

Other current assets

( 1,524,042 )

Accounts payable and accruals

Summary of Significant Accounting Policies

5 unchanged sentences

a wholly owned subsidiary, Coastal Pride

Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of Keeler & Co., Inc.

and Taste of BC Aquafarms, Inc.

a wholly owned subsidiary.

All intercompany balances and transactions have been eliminated in consolidation.

and Other Intangible Assets

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

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

their estimated fair values.

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

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

revisions to preliminary estimates.

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

less liabilities assumed is recognized as goodwill.

Company reviews its goodwill for impairment annually or whenever events or circumstances indicate that the carrying amount of the

asset exceeds its fair value and may not be recoverable.

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

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

reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in

circumstances indicate that the carrying value may not be recoverable.

Cash flows expected to be generated by the related assets are

estimated over the asset’s useful life on an undiscounted basis.

If the evaluation indicates that the carrying value of the

asset may not be recoverable, the potential impairment is measured using fair value.

Fair value estimates are completed using a

discounted cash flow analysis.

Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be

received, less costs of disposal.

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

An impairment loss on customer relationships, trademarks,

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

$ 1,006,185 ,

and $ 1,873,619 ,

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

Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of Keeler & Co., Inc., Taste of BC Aquafarms, Inc.

a wholly owned subsidiary, and Afritex Ventures Inc.

(“AFVFL”) a wholly owned subsidiary.

All intercompany balances and transactions

have been eliminated in consolidation.

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.

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, 2024 and December 31, 2023.

and Cash Equivalents

9 unchanged sentences

the purpose of the funds is restricted to repayment of the line of credit.

receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days.

receivable consists of unsecured obligations due from customers under normal trade terms, usually net 30 days.

The Company grants credit

27 unchanged sentences

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.

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 .

Company’s inventory as of December 31, 2024 and December 31, 2023 consists of:

3 unchanged sentences

Feeds and eggs processed

Raw materials for packaged seafood

In-transit inventory

Inventory allowance

( 1,417,305 )

Inventory, net

6 unchanged sentences

and these credits are also reflected against future shipments.

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

No new purchases

have been made from Bacolod since November 2020.

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

for the years ended December 31, 2023 and 2022.

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

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

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

cost of revenue related to inventories purchased from Bacolod

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

assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful

1 unchanged sentence

Schedule of Estimated Usefule Life of Assets

and refrigeration equipment

Furniture and fixtures

7 to 10 years

Computer equipment

Warehouse and refrigeration equipment

Leasehold improvements

Trade show booth

RAS system is comprised of tanks, plumbing, pumps, controls, hatchery, tools and other equipment all working together for the TOBC facility.

4 unchanged sentences

No impairment

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

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

$ 1,873,619 .

was recorded related to fixed assets as of December 31, 2024 and 2023.

Comprehensive (loss) Income

28 unchanged sentences

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

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

22 unchanged sentences

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, 2023.

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

equipment and six to seven years for real property.

The Company elected the accounting policy to include both the lease and non-lease

components of its agreements as a single component and accounts for them as a lease.

Finance leases are

generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life.

Assets acquired under finance leases are recorded in property and equipment, net.

All other leases are categorized as operating

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

The Company’s leases generally have terms that

range from three

years for equipment and six

6 to seven years for real property.

The Company elected the accounting policy to include both the lease and non-lease components of

its agreements as a single component and accounts for them as a lease.

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

11 unchanged sentences

table below presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2024.

Schedule of Lease-related Assets and Liabilities

December 31, 2023

of Lease-related Assets and Liabilities

Operating lease assets

2 unchanged sentences

cash flow information related to leases were as follows:

Schedule of Supplemental Cash Flow Information Related to Leases

Year Ended December 31, 2023

of Supplemental Cash Flow Information Related to Leases

Cash used in operating activities:

3 unchanged sentences

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

Schedule of Remaining Lease Term and Discount Rates for Operating Leases

Weighted-average

remaining lease term

Weighted-average

discount rate

of Remaining Lease Term and Discount Rates for Operating Leases

December 31, 2024

Weighted-average remaining lease term

Operating leases

Weighted-average discount rate

Operating leases

of lease liabilities as of December 31, 2024, were as follows:

Schedule of Maturities of Lease Liabilities

of Maturities of Lease Liabilities

Operating Leases

13 unchanged sentences

Concentration

Company had five customers which accounted for approximately 48 %

of revenue during the year ended December 31, 2024.

Two customer accounted for 31 %

of revenue during the year ended December 31, 2024.

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

1 unchanged sentence

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

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

One customer accounted

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

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

Concentration

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

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

The Company’s largest supplier is located in Miami

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

Company had five major suppliers located in the United States, Indonesia, Vietnam and China which accounted for approximately 76 %

of the Company’s total purchases during the year ended December 31, 2022.

The Company’s largest supplier is located in Indonesia

and accounted for 29 % of the Company’s total purchases in the year ended December 31, 2022.

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.

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

total purchases during the year ended December 31, 2023.

The Company’s largest supplier is located in Miami and accounted for 35 %

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

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

17 unchanged sentences

The Company’s derivative and warrant liabilities

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

The Company does not have any assets or liabilities that are

required to be measured at fair value on a recurring basis as of December 31, 2022.

Schedule of Derivative and Warrant Liabilities Measured at Fair Value

are measured at fair value on a recurring basis as of December 31, 2024 and 2023.

of Derivative and Warrant Liabilities Measured at Fair Value

December 31, 2024

1 unchanged sentence

Derivative liability on convertible debt

Warrant liability

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

December 31, 2023

Derivative liability balance, January 1, 2023

Fair Value Measurement using Fair Value Hierarchy

Derivative liability on convertible debt

Warrant liability

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

December 31, 2024 and 2023:

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

Derivative liability balance, beginning of year

Issuance of derivative liability during the period

Settlement of derivative liability

( 1,384,450 )

Change in derivative liability during the period

Derivative liability balance, December 31, 2023

Warrant liability balance, January 1, 2023

Derivative liability balance, end of year

Warrant liability balance, beginning of year

Issuance of warrant liability during the period

1 unchanged sentence

Change in warrant liability during the period

( 3,160,465 )

Warrant liability balance, December 31, 2023

Warrant liability balance, end of year

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

model which used the following assumptions:

of Fair Market Value of Derivatives

Expected dividend yield

Expected stock price volatility

Risk-free interest rate

Expected term

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

model which used the following assumptions:

Expected dividend yield

Expected stock price volatility

Risk-free interest rate

Expected term

or Loss per Share

Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial

statements of “basic” and “diluted” earnings (loss) per share.

Basic earnings (loss) per share are computed

by dividing net income (loss) by the weighted average number of common shares outstanding for the year.

Diluted earnings (loss) per

share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock

equivalents (if dilutive) related to stock options, warrants and convertible notes for each year.

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

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

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, 2024 and 2023, 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.

of Anti Dilutive Earnings or Loss Per Share

Year ended December 31, 2023

Year ended December 31, 2022

Convertible Notes

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is also a related party.

of December 31, 2023, and 2022, there was approximately $ 83,000

and $ 67,000 ,

respectively, in interest paid to related parties notes payable.

of December 31, 2024, and 2023, there was approximately $ 8,300 and $ 83,000 , respectively, in interest paid to related parties notes payable.

As of December

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

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

During the year ended December 31,

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

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

collectability.

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

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

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

until the consideration is collected.

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

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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.

It also requires entities

to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s

estimate of credit allowances.

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

Financial Instrument-Credit Losses.

For public business entities that are Securities and Exchange Commission filers excluding smaller

reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within

those fiscal years.

For all other public business entities, the amendments are effective for fiscal years beginning after December 15,

2020, including interim periods within those fiscal years.

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

“Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other

entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years

beginning after December 15, 2022.

On November 15, 2019, FASB issued an Accounting Standard Update No.

2019-10 to amend the implementation

date to fiscal year beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted

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

The Company adopted this ASU related

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

consolidated financial statements.

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

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.

Going Concern

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

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

of $ 165,620 in subordinated stockholder debt.

These factors raise substantial doubt as to the Company’s ability to continue as

a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase

revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working

capital to finance its operations.

The failure to achieve the necessary levels of profitability and cash flows would be detrimental to

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to

continue as a going concern.

Company incurred a net loss of $ 12,478,487 , has an accumulated deficit of $ 46,289,219 and working capital deficit of $ 411,225 .

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

The Company’s ability to continue

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

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

The failure to achieve the necessary

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

The consolidated financial statements do not include any

adjustments that might be necessary if the Company is unable to continue as a going concern.

Other Current Assets

current assets totaled $ 833,472

and $ 671,933 for the

years ended December 31, 2023 and 2022, respectively.

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

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

respectively.

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

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

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

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

of the balance was related to prepaid inventory to the Company’s suppliers and prepaid legal fees, respectively.

The remainder

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

Fixed Assets, Net

assets comprised the following at December 31:

Schedule of Fixed Assets

of Fixed Assets

Computer equipment

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Building improvements

Fixed assets, gross

Accumulated depreciation and impairment

( 2,278,903 )

Fixed assets, net

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

and $ 231,000 ,

respectively.

Goodwill and Intangible Assets, Net

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

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

Balance, January 1

Acquisition of TOBC

( 1,282,064 )

Balance, December 31

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

of Intangible Assets

Amortization Period (Years)

Accumulated Amortization and Impairment

Net Book Value

Intangible Assets Subject to amortization

Trademarks – Coastal Pride

$ ( 850,000 )

Trademarks – TOBC

Customer Relationships – Coastal Pride

( 1,486,832 )

Customer Relationships – TOBC

Non-Compete Agreements – Coastal Pride

Non-Compete Agreements – TOBC

$ ( 3,497,806 )

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

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

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

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

Debt and Derivatives

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credit note issued to Lighthouse by the Borrowers.

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

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

The inventory portion of the loan could never exceed 50% of the outstanding balance.

Interest on the line of credit was the prime

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

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

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

The inventory portion

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

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

plus 3.75% which increased to 4.75% in 2022.

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

in March, April and May 2021 and an additional facility fee of $25,000 on each anniversary of March 31, 2021.

On January 14, 2022,

the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60%

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

in order to increase imports to meet customer demand.

On January 14, 2022, the

maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August

31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance, in order to

increase imports to meet customer demand.

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

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

the year ended December 31, 2022, cash proceeds from the working capital line of credit totaled $ 12,552,008 and

cash payments to the working capital line of credit totaled $ 13,144,141 .

the year ended December 31, 2022, cash proceeds from the working capital line of credit totaled $ 12,552,008 and cash payments to the

working capital line of credit totaled $ 13,144,141 .

The outstanding balance owed to Lighthouse as of December 31, 2022 was $ 1,776,068 .

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Keeler Promissory Notes – Subordinated

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

2022, respectively.

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

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

Since March 31, 2021, these notes are subordinated

to the Lighthouse note.

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

respectively.

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

principal of the subordinated notes.

Since March 31, 2021, these notes are subordinated to the Lighthouse

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

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

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

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of each quarter.

the year ended December 31, 2022, $ 38,799 of the outstanding principal and accrued interest was paid in cash and $ 104,640 of the outstanding

principal and accrued interest was paid in shares of common stock of the Company.

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

of the outstanding principal was paid in shares

of common stock of the Company.

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

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

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

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Global Fund II LP notes

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

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

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

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

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

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

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

Reverse Stock Split).

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

to Lind and $ 87,144 of debt issuance costs.

The Company recorded a total of $ 2,022,397 debt discount at issuance of the debt, including

original issuance discount of $ 750,000 , commitment fee of $ 150,000 , $ 87,144 debt issuance cost, and $ 1,035,253 related to the fair value

of warrants issued.

Amortization expense recorded in interest expense totaled $ 643,777 and $ 1,378,620 for the year ended December 31, 2023 and 2022, respectively.

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

and $ 643,777 , respectively.

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

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

promissory note in the principal amount of $ 5,750,000

(the “2022 Lind Note) and a five-year 5 warrant to purchase 1,000,000 shares of common stock at an exercise price of $ 4.50 per

share, subject to customary adjustments ( 1,000 shares of common stock at an exercise price of $ 4,500 per share after taking into

account the Company’s Reverse Stock Split).

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

the Company issues securities at less than $ 4.50 per share (exercise price of $ 4,500 per share after taking into account the

Company’s Reverse Stock Split).

In connection with the issuance of the 2022 Lind Note and the warrant, the Company paid a

$ 150,000 commitment fee to Lind and $ 87,144 of debt issuance costs.

The Company recorded a total of $ 2,022,397 debt discount at

issuance of the debt, including original issuance discount of $ 750,000 , commitment fee of $ 150,000 , $ 87,144 debt issuance cost, and

$ 1,035,253 related to the fair value of warrants issued.

Amortization expense recorded in interest expense totaled $ 0 and $ 643,777

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

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

on the 2022 Lind Note was $ 0 , respectively.

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

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

$1.50 per share (the “Floor Price”) (floor price of $30 per share after taking into account the Company’s Reverse Stock

Split), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then

in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the 2022

$1.50 per share (the “Floor Price”) (floor price of $1,500 per share after taking into account the Company’s Reverse

Stock Split), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price,

then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the

2022 Lind Note.

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

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into shares of common stock by Lind at the lower of the conversion price and 80 % of the average of the three lowest daily VWAPs.

During the year ended December 31, 2022,

the Company made principal payments on the note totaling $ 1,666,666 through the issuance of an aggregate of 666,666 shares of common

stock and cash payments of $ 1,175,973 which included $ 899,999 principal payments and additional payments requested by Lind pursuant to

the terms of the note.

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

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

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

shares of common stock.

On September 15, 2023,

the Company paid $ 2,573,142

to Lind and the 2022 Lind Note was extinguished.

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

of an aggregate of 27,584 shares of common stock.

On September 15, 2023, the Company paid $ 2,573,142 to Lind and the 2022 Lind Note

was extinguished.

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

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the lesser of:

(i) $ 120.00 ;

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

6 unchanged sentences

feature was accounted as a derivative liability.

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

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

stock price of $ 2.14 and $ 0.14 ;

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

and expected term of two years and one

and a half years .

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.

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

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

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

key assumptions at issuance and at December 31, 2023:

stock price of $ 1.07 and $ 0.14 ;

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

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

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

The fair value of the derivative liability at issuance amounting to $ 118,984 was recorded as debt discount and amortized over the term

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

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 $ 355,500.00 .

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

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

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

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

and $ 1,574 , respectively.

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

Lending, LLC loan

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

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

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

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

which principal and interest (of $ 231,000 )

is due on December

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

until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $ 25,000

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

In connection with the loan,

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

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

For the year ended December 31, 2023, the

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

and $ 114,692 ,

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

On October 19, 2023, the Borrowers

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

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

which principal and interest (of $ 84,000 )

is due on April

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

until the due date.

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

(“Borrowers”) entered into a subordinated business loan

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

which provides for a term loan to the Company in the amount of $ 525,000 which principal and interest (of $ 231,000 ) is due on December

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

The loan may be prepaid

subject to a prepayment fee.

An administrative agent fee of $ 25,000 was paid on the loan which was recognized as a debt discount and

amortized over the term of the loan.

In connection with the loan, Agile was issued a subordinated secured promissory note, dated June

14, 2023, in the principal amount of $ 525,000 which note is secured by all of the Borrower’s assets, including receivables.

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

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

The refinancing provides for a term loan to the Company

in the amount of $ 122,491 which principal and interest (of $ 48,996 ) is due on May 31, 2024.

Commencing January 5, 2024, the Company is

required to make weekly payments of $ 7,795 until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $ 10,000

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

In connection with the loan,

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

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

For the year ended December 31, 2023, the

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

interest payments were made.

An administrative

agent fee of $ 5,833 was paid on the loan.

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

In connection with the refinanced loan, Agile was issued a subordinated secured promissory note, dated January 2, 2024, in the principal

amount of $ 122,491 which note is secured by all of the Borrower’s assets, including receivables.

For the year ended December 31,

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

The outstanding balance on

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

October 19, 2023, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral

agent, which provides for a term loan to the Company in the amount of $ 210,000 which principal and interest (of $ 84,000 ) and is due on

April 1, 2024 .

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

be prepaid subject to a prepayment fee.

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

and amortized over the term of the loan.

In connection with the loan, Agile was issued a subordinated secured promissory note, dated

October 19, 2023, in the principal amount of $ 210,000 which note is secured by all of the Borrowers’ assets, including receivables.

For the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 112,000 and interest payments of $ 84,000 .

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

March 1, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral

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

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

The loan may be prepaid

subject to a prepayment fee.

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

amortized over the term of the loan.

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

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

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

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

May 9, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral

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

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

The loan may be prepaid

subject to a prepayment fee.

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

amortized over the term of the loan.

In connection with the loan, Agile was issued a subordinated secured promissory note, dated May

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

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

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

July 25, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral

agent, which provides for a term loan to the Company in the amount of $ 210,000 which principal and interest (of $ 84,000 ) is due on January

Commencing August 2, 2024, the Company is required to make weekly payments of $ 10,889 until the due date.

The loan may be prepaid

subject to a prepayment fee.

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

amortized over the term of the loan.

In connection with the loan, Agile was issued a subordinated secured promissory note, dated July

25, 2024, in the principal amount of $ 210,000 which note is secured by all of the Borrowers’ assets, including receivables.

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

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

January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink Capital LLC (“ClearThink”)

which provides, among other things, for a 33-week term loan in the principal amount of $ 200,000 (with an additional one-time commitment

fee of $ 50,000 ).

Interest accrues at the rate of 25 % per annum with an additional 5 % default interest rate or $ 50,000 will be added to

the principal amount and accrue after principal is paid.

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

1, 2024 for the term of the agreement.

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

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

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

and interest payments of $ 50,000 .

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

Diagonal Notes

April 16, 2024, the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a convertible

promissory note in the principal amount of $ 138,000 with an original issue discount of $ 23,000 (the “April Diagonal Note”).

The April Diagonal Note has a one-time interest payment of $ 26,220 paid upon issuance and a maturity date of January 15, 2025 .

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

Upon the occurrence of an event of default as described in

the April Diagonal Note, the note will become immediately due and payable at a default interest rate of 22 % of the then outstanding principal

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 April Diagonal Note.

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

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

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

September 9, 2024, the Company issued to Diagonal a convertible promissory note in the principal amount of $ 179,400 with an original

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

The September Diagonal Note has an interest rate of 13 % with a

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

The proceeds from the sale of the September

Diagonal Note are for general working capital.

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

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

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

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

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

in the ordinary course of business.

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

the full conversion of the September Diagonal Note.

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

due date of June 15, 2025.

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

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

June 15, 2025, is $ 23,651 .

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

The outstanding balance

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

October 1, 2024, the Company issued to Diagonal a convertible promissory note in the principal amount of $ 121,900 with an original issue

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

The October Diagonal Note has an interest rate of 12 % with a one-time

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

The proceeds from the sale of the October Diagonal

Note are for general working capital.

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

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

Additionally,

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

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

The Company may not, without

Diagonal’s written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course

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

the October Diagonal Note.

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

interest payments of $ 4,876 .

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

December 16, 2024, the Company issued to Diagonal a convertible promissory note in the principal amount of $ 90,850 with an original issue

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

The December Diagonal Note has an interest rate of 12 % with a one-time

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

The proceeds from the sale of the December

Diagonal Note are for general working capital.

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

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

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

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

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

in the ordinary course of business.

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

the full conversion of the December Diagonal Note.

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

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

April 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates,

LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued a promissory note in the principal

amount of $ 300,000 and will issue 10,000 shares of its common stock to Hart (the “Hart Note”).

The Hart Note has a one-time

interest payment of $ 50,000 payable on the maturity date of May 15, 2024 , which was extended to August 15, 2024 .

The proceeds from the

sale of the Hart Note are for general working capital.

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

The Company’s

failure to comply with the material terms of the Hart Note will be considered an event of default and the principal sum of the Hart Note

will increase by 20% of the outstanding balance for each subsequent 30 days it remains in default.

For the year ended December 31, 2024,

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

The outstanding balance on the loan

was $ 0 as of December 31, 2024.

FirstFire Note

May 17, 2024, the Company entered into a promissory note with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability

company (the “FirstFire”), pursuant to which the Company issued a promissory note in the principal amount of $ 240,000

with an original discount of $ 40,000

(the “FirstFire Note”).

The FirstFire

Note accrues interest at a rate of 19 %

per annum and has a maturity date of April

The proceeds from the sale of the FirstFire

Note are for general corporate purposes.

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

The initial payment

on August 17, 2024 is $ 185,600 .

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

Monthly payments from January 2025 - April 2025 are $ 3,000 .

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

The Company’s failure to comply with the material terms

of the FirstFire Note will be considered an event of default and the principal sum of the FirstFire Note will become immediately due

and payable at an amount equal to 150% times the sum of (i) the then outstanding principal amount of the note plus (ii) accrued and unpaid

interest on the unpaid principal amount of the note to the date of payment plus (iii) default interest, (iv) plus any other amounts owed

to FirstFire.

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

of the outstanding and unpaid amount of the FirstFire Note into fully paid and non-assessable shares of our common stock.

The conversion

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

FirstFire Note remains outstanding, we will reserve 40,000

shares of our common stock free from preemptive

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

While the FirstFire Note remains outstanding, we

shall not, without the FirstFire’s written consent, sell, lease, or otherwise dispose of any significant portion of our assets

outside the ordinary course of business.

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

and interest payments of $ 40,000 .

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

2024 Private Placement Offering

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

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

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

(the “August Private Placement Offering”).

Company agreed to issue to Quick Capital and Jefferson up to 39,300 shares of our Common Stock as a “Commitment Fee”.

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

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

The Private Placement Notes have a one-time interest

payment of $ 27,500 .

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

of (i) sixteen percent ( 16 %) per annum, 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

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

for entering into Private Placement Notes.

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

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

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

The conversion

price shall be $ 1.50 , subject to adjustments.

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

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

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.

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:

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

Notice Date, and (iii) $ 750 to reimburse the investor for administrative fees.

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

to prepay any part of the Private Placement Notes.

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

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

2024, respectively.

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

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

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

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

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.

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.

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.

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

of which $ 20,436

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

shares of common stock.

The outstanding balance on the loan was $ 357,514 as of December 31, 2024.

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.

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

West Credit Union CEBA Loan

3 unchanged sentences

loan initially bears no interest and is due on December 31, 2022.

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

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

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

2023 , the then outstanding balance will be

converted to interest only monthly payments at 5.0 %.

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

of Gault Seafood

February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood and Robert J.

Gault II pursuant to which

Coastal Pride acquired all of Gault Seafood’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell

crab operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab operations.

Coastal Pride did not assume any liabilities in connection with the acquisition.

The purchase price for the assets consisted of a cash

payment in the amount of $ 359,250 and the issuance of 8,355 shares of common stock of the Company with a fair value of $ 359,250 .

acquisition was accounted for as an asset acquisition.

Value of Consideration Transferred and Recording of Assets Acquired

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

of Fair Value of Assets Acquired and Liabilities Assumed

Consideration Paid:

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

Transaction costs

Fair value of total consideration

Purchase Price Allocation:

Fixed assets acquired

Customer relationships

Fair market value of net assets acquired

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,

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

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

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

cash paid interest.

Stockholders’ Equity

13 unchanged sentences

or not those dividends are declared by the Board.

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

stock outstanding.

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

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

January 24, 2022, the Company issued 6,250

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

February 3, 2022, the Company issued 8,355

shares of common stock with a fair value of $ 359,250

to Gault Seafood as partial consideration for

the purchase of certain of its assets.

March 31, 2022, the Company issued 769 shares of common stock to Intelligent Investments I LLC, with a fair value of $ 30,000 , for

legal services provided to the Company.

March 31, 2022, the Company issued 250

shares of common stock with a fair value of $ 9,750

to TraDigital Marketing Group for consulting

services provided to the Company.

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

for consulting services provided to the Company.

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

for consulting services provided

to the Company which is amortized to expense over the term of the agreement.

The Company recognized stock compensation expense of $ 15,000

for the year ended December 31, 2022 in connection with these shares.

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

shares of common stock with a fair value of $ 156,341

to Newbridge Securities Corporation and its affiliates

for consulting services provided to the Company.

May 1, 2022, the Company issued 196 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for consulting

services provided to the Company.

June 1, 2022, the Company issued 222

shares of common stock with a fair value of $ 6,000

to the designee of Clear Think Capital for consulting

services provided to the Company.

June 3, 2022, the Company issued 500 shares of common stock with a fair value of $ 13,800 to TraDigital Marketing Group for consulting

services provided to the Company.

June 30, 2022, the Company issued 1,210 shares of common stock to Intelligent Investments I LLC, with a fair value of $ 30,000 , for legal

services provided to the Company.

July 1, 2022, the Company issued 242

shares of common stock with a fair value of $ 6,000

to the designee of Clear Think Capital for consulting

services provided to the Company.

August 1, 2022, the Company issued 231 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital for

consulting services provided to the Company.

August 25, 2022, the Company issued 11,111 shares of common stock to Lind, with a fair value of $ 271,111 , in satisfaction of the convertible

promissory note.

September 1, 2022, the Company issued 261 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital

for consulting services provided to the Company.

September 26, 2022, the Company issued 11,111 shares of common stock to Lind, with a fair value of $ 176,666 , in satisfaction of the

convertible promissory note.

October 1, 2022, the Company issued 476

shares of common stock with a fair value of $ 6,000

to the designee of Clear Think Capital for consulting

services provided to the Company.

November 1, 2022, the Company issued 330

shares of common stock with a fair value of $ 6,000

to the designee of Clear Think Capital for consulting

services provided to the Company.

December 1, 2022, the Company issued 462 shares of common stock with a fair value of $ 6,000 to the designee of Clear Think Capital

for consulting services provided to the Company.

December 21, 2022, the Company issued 11,111

shares of common stock to Lind with a fair value of $ 100,000 ,

in satisfaction of the convertible promissory note.

December 31, 2022, the Company issued 3,125

shares of common stock to each of Nubar Herian

and John Keeler, 5,000

shares of common stock to each of Timothy McLellan

and Trond Ringstad, 2,170

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

shares of common stock to Jeffrey Guzy with a

total fair value of $ 222,222

for serving as directors of the Company.

December 31, 2022, the Company issued an aggregate of 22,029

shares of common stock to Walter Lubkin Jr., Walter Lubkin III, Tracy Greco and John Lubkin in lieu of $ 176,228

of outstanding principal and interest under promissory

notes issued by the Company to them in connection with the Coastal Pride acquisition.

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

January 2023, the Company sold an aggregate of 474 shares of common stock for net proceeds of $ 182,982 in an “at the market”

3 unchanged sentences

The offering was terminated on February 2, 2023.

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

Capital Corp.

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

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

August 22, 2023, the Company issued 200,000

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

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

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

The Company recognized no

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

August 22, 2023, the Company issued 4,000 shares of common stock with a fair value of $ 157,980 to Mark Crone for consulting services

to be provided to the Company starting on January 1, 2024, which will be amortized to expense over the term of the agreement and the

shares will vest when services are provided.

The Company recognized no stock compensation expense for the year ended December 31, 2023

in connection with these shares.

September 11, 2023, the Company sold an aggregate of 13,800 shares of common stock for net proceeds of $ 321,195 in an underwritten public

1 unchanged sentence

The Company issued an aggregate of 34,008 shares upon the exercise of warrants.

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

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

promissory notes held by Mr.

December 31, 2023, the Company issued an aggregate of 79,167 shares of common stock to John Keeler’s designee in lieu of payment

of $ 570,000 of the principal amount of outstanding promissory notes held by Mr.

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

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

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

of common stock to each of Timothy McLellan and Trond Ringstad, 2,025 shares of common stock to Juan Carlos Dalto and 7,986 shares of

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

December 31, 2023, the Company issued 34,722 shares of common stock to Walter Lubkin Jr.

1 unchanged sentence

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

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

consulting services provided to the Company.

the year ended December 31, 2023, the Company issued an aggregate of 4,785 shares of common stock to the designee of ClearThink for consulting

services provided to the Company.

the year ended December 31, 2023, the Company issued an aggregate of 27,612 shares of common stock for cash proceeds of $ 343,849 pursuant

6 unchanged sentences

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

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.

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.

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

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.

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.

October 18, 2024, the Company issued 168,000 shares of common stock with a fair value of $ 84,000 to Walter F.

for consulting

services provided to the Company.

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.

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

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

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

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

$ 1,500,000 principal pursuant to the May 2023 convertible promissory note.

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.

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”).

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

the following:

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

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

31, 2018 and have vested during the year ended December 31, 2019.

In connection with our underwritten public offering, such shares

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

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

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

year ended December 31, 2019.

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

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

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

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

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

during the first year from the date of grant, were issued to the Company’s directors during the year ended December 31, 2021.

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

term of the option, were issued to an officer of the Company during the year ended December 31, 2021.

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

during the term of the option, were issued to the Company’s directors during the year ended December 31, 2022.

options to purchase 1,378 shares of common stock at an exercise price of $ 17.20 , which vest in equal monthly installments during

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

10 options to purchase an aggregate of 351 shares of common stock at an exercise price of $ 2,000.00 , which vest as to 25 % of the

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

the year ended December 31, 2019 and 166 was forfeited during the year ended December 31, 2024.

10 option to purchase 250 shares of common stock at an exercise price of $ 2,000.00 , which vest as to 20 % of the shares subject to

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

December 31, 2019.

10 options to purchase an aggregate of 25 shares of common stock at an exercise price of $ 2,000.00 , which vest as to 25 % of the

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

2019 and 25 was forfeited during the year ended December 31, 2024.

3 options to purchase an aggregate of 500 shares of common stock at an exercise price of $ 2,000.00 , which vest in equal monthly

installments during the first year from the date of grant, were issued to the Company’s directors during the year ended

December 31, 2021 and expired in accordance with their terms during the year ended December 31, 2024.

option 3 to purchase 7 shares of common stock at an exercise price of $ 6,000.00 , which vest in equal monthly installments during the

term of the option, were issued to an officer of the Company during the year ended December 31, 2021 and was forfeited during the year ended December 31, 2024.

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

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

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

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

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

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

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

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

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

3 option to purchase 864 shares of common stock at an exercise price of $ 40.00 , which vest in equal monthly installments during the

term of the option, were issued to an officer of the Company during the year ended December 31, 2023 and was forfeited during the year ended December 31, 2024.

3 option to purchase 1,030 shares of common stock at an exercise price of $ 17.50 , which vest in equal monthly installments during

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

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

3 unchanged sentences

life of options

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

agreement with the Company, which will automatically renew for successive one-year terms unless either party notifies the other of its

desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless earlier terminated in accordance

with the terms of the agreement.

As compensation for serving on the Board of Directors, each director will be entitled to a $ 25,000 annual

stock grant and for serving on a Committee of the Board, an additional $ 5,000 annual stock grant, both based upon the closing sales price

of the common stock on the last trading day of the calendar year.

Each director who serves as chairman of the Audit Committee, Compensation

Committee and Nominating and Governance Committee will be entitled to an additional $ 15,000 , $ 10,000 and $ 7,500 annual stock grant, respectively.

As additional consideration for such Board service, on April 20, 2022, each director was granted a five-year option to purchase 1,250

shares of the Company’s common stock at an exercise price of $ 40.00 per share, which shares will vest in equal quarterly installments

of 63 shares during the term of the option.

The agreement also includes customary confidentiality provisions and one-year non-competition

and non-solicitation provisions.

September 16, 2022, the Company granted an employee a three -year option to purchase 1,378 shares of common stock at an exercise price

of $ 17.20 which vests in equal monthly installments during the term of the option.

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

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

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

options, 1,378

options and 285

options granted during the year ended December

31, 2022 is estimated at $ 84,334 ,

and $ 1,615 ,

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

stock price of $ 31.40 ,

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

and risk-free interest rate of 2.87 %,

respectively.

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

and $ 1,558 ,

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

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

option to purchase 8,822

shares of common stock at an exercise price of $ 46.00

granted to an employee of TOBC in 2021 does not

meet the vesting requirements pursuant to the terms of the option grant and accordingly, reversed the expense recorded of approximately

for the years ended December 31, 2022 and 2021,

respectively.

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

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

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

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

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

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

the Black-Scholes option pricing model, the fair value of the 864 options and 1,030 options granted during the year ended December 31,

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

stock price of $ 0.80

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

stock price of $ 40.00 and

$ 18.00 at the grant date, exercise price of the option, option term, volatility rate of 45.44 % and 35.97 % and risk-free interest rate

of 4.58 % and 4.72 %, respectively.

The unrecognized portion of the expense remaining at December 31, 2024, is $ 0 and $ 3,131 , respectively,

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

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

following table represents option activity for the years ended December 31, 2024 and 2023:

of Option Activity

Average Exercise Price

Average Remaining Contractual Life in Years

Intrinsic Value

- December 31, 2021

- December 31, 2022

- December 31, 2023

the year ended December 31, 2023, the Company determined that the five -year option to purchase 1,250 shares of common stock at an exercise

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

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

of Warrant Activity

Average Remaining Contractual

– December 31, 2022

( 10,091,139 )

– December 31, 2023

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

the Company issued Lind a five -year warrant to purchase 50,000 shares of common stock at an exercise price of $ 90.00 per share.

warrant provides for cashless exercise and full ratchet anti-dilution if the Company issues securities at less than $ 90.00 per share.

Under the Black-Scholes pricing model, the fair value of the warrant issued to purchase 50,000 shares of common stock was estimated

at $ 1,412,213 on the date of issuance using the following assumptions:

stock price of $ 79.40 at the date of the agreement, exercise price

of the warrant, warrant term, volatility rate of 43.21 % and risk-free interest rate of 1.53 % from the Department of Treasury.

fair value of $ 1,035,253 was calculated using the net proceeds of the convertible note and accounted for as paid in capital.

the year ended December 31, 2022, the Company issued 6,250 shares of common stock at an exercise price of $ 40.00 to an investor upon

exercise of a warrant.

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

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

at an exercise price of $ 2.45 per share.

Outstanding – December

Exercisable – December 31, 2022

Outstanding – December 31, 2023

Exercisable – December 31, 2023

Outstanding – December 31, 2024

Exercisable – December 31, 2024

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

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

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

to purchase 25 shares

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

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

In addition, a 10

ten-year option to purchase 191

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.

non-vested options outstanding are 668

and 1,933 for

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

Schedule of Warrant Activity

Outstanding – December

Exercisable – December 31, 2023

Forfeited or Expired

Outstanding – December 31, 2024

Exercisable – December 31, 2024

May 30, 2023, in connection with the issuance of the $ 1,200,000 promissory

note to Lind pursuant to a securities purchase agreement, the Company issued Lind a five-year five

years warrant exercisable six months from the date

of issuance to purchase 8,701 shares

of common stock at an exercise price of $ 122.50 per

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

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

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

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

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

and expected term of five years .

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

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

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

at an exercise price of $ 1.34 per share.

exercise price of $ 123.00 ,

risk free rate of 3.81 %

volatility of 46.01 %

and expected term of five

The fair value of the warrants of

$ 381,538 was

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

July 27, 2023, in connection with the issuance of the $ 300,000

promissory note to Lind pursuant to the Purchase Agreement

Amendment, the Company issued Lind a five-year 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.

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:

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 %

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.

The fair value of the warrants of $ 72,208

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

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

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

immediately exercisable to purchase up to 10,051,139

shares of common stock at an exercise price of

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

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

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

on the date of issuance of the warrant using

the following assumptions:

pre-funded warrants with the public offering price of $ 22.78 immediately exercisable to purchase up to 201,023 shares of common stock

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

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

warrants issued to purchase 201,023 shares of common stock was estimated at $ 4,619,851 on the date of issuance of the warrant using the

following assumptions:

stock price of $ 23.45 ;

2 unchanged sentences

volatility rate of 149.06 %;

and risk-free interest rate of 5.40 %

from the US Department of Treasury.

and risk-free interest

rate of 5.40 % from the US Department of Treasury.

September 11, 2023, in connection with the underwritten public offering, the Company issued five-year 5 Series A-1 warrants to purchase

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

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

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

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

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

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

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

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

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

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

September 11, 2023, in connection with the underwritten public offering, the Company issued eighteen-month 18

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

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

Since the exercise of these

warrants is contingent upon stockholder approval, which stockholder approval has not been obtained, such warrants were not considered

as outstanding as of December 31, 2023.

the year ended December 31, 2023, the Company issued 800 shares of common stock at an exercise price of $ 199.00 per share pursuant to

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

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

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

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

stock at an exercise price of $ 0.50 to two investors upon exercise of Pre-Funded Warrants.

income tax expense differs from the statutory federal rates of 21% for the years ended December 31, 2024 and December 31, 2023 due to

the following:

of Rate Reconciliation

Reconciliation

Provision/(Benefit)

at statutory rate

Schedule of Rate Reconciliation

Rate Reconciliation

Provision/(Benefit) at statutory

$ ( 2,620,482

tax Provision/(Benefit) net of federal benefit

book/tax differences

in valuation allowance

Tax Provision/(Benefit)

$ ( 851,925 )

State tax Provision/(Benefit) net of federal

Permanent book/tax differences

Change in valuation allowance

Income Tax Provision/(Benefit)

components of the net deferred tax asset at December 31, 2024 and 2023, are as follows:

of Deferred Income Tax Asset

interest limitation

Allowance for bad debt

based compensation

Schedule of Deferred Income Tax Asset

Inventory reserve

operating loss carryovers

4 unchanged sentences

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

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

and $ 11,456,916 ,

As of December 31, 2024, the Company has cumulative net federal and state operating losses of $ 24,189,098 and $ 18,368,316 ,

respectively.

12 unchanged sentences

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

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

and paid $ 69,600 on the lease for the year ended December 31, 2023.

For the year ended December 31, 2024, the Company has paid $ 69,600

on this lease.

Pride leased an aggregate of 1,600

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

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

1,100 square feet for $ 1,000

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

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

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

February 2024.

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

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

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

In August 2024, the lease was terminated as of August

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

Pride also leased a 9,050

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.

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

4 unchanged sentences

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

2024, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia (the “Court”) against their landlords

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

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

V9R 6W8 dated April 1, 2022 by and between TOBC and their Landlords is a valid lease

and remains in full force and effect.

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

and equipment lease expenses were approximately $ 146,400 and $ 166,000 for the years ended December 31, 2024 and 2023, respectively.

Company has reached a settlement agreement with a former employee.

Although the agreement is not finalized the Company has reserved $ 70,000 ,

representing the entire amount of the settlement.

Employee Benefit Plan

3 unchanged sentences

Subsequent Events

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

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

entered into a subordinated business loan and

security agreement with Agile and Agile Capital as collateral agent,

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

which principal and interest (of $ 48,996 )

is due on May 31, 2024.

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

until the due date.

The loan may be prepaid subject to a prepayment fee.

An administrative agent fee of $ 5,833

was paid on the loan.

A default interest rate of 5 %

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

In connection with the loan, Agile was issued a subordinated

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

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

ClearThink Term Loan

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

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

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

Interest accrues at the rate of 25 %

per annum with an additional 5 %

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

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

The Company is required to make biweekly payments of

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

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

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

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

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

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

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

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

Ventures, Inc.

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

operations and finance functions.

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

certain inventory listed in the Services Agreement.

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

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

Under the Services Agreement, Afritex may not sell or otherwise

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

The Company must maintain certain commercial

liability insurance during the term of the Services Agreement.

The Services Agreement also provides that the Company may not solicit

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

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

debt is no greater than $325,000.

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

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

Pursuant to the Option

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

Agreement for a purchase price of $ 554,714

for machinery and equipment and 5,000,000

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

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

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

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

The sale of any shares acquired by Afritex

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

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

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

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

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

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

intangibles assets, machinery and equipment.

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

to the May 2023 convertible promissory note.

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

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

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

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

of the Company.

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

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

principal and accrued interest pursuant to the convertible promissory note.

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

for consulting services provided to the Company.

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

agreement, dated May 16, 2023 with ClearThink.

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

the convertible promissory note.

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

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

The January Diagonal Note has

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

Upon the occurrence of an event of

default as described in the January Diagonal Note, the note will become immediately due and payable at a default interest rate of 22 %

of the then outstanding principal amount of the note.

The January Diagonal Note has an initial payment of $ 109,918 due on July 30, 2025,

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

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

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

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

Columbia Lawsuit

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

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

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

performance and good faith, and damages.

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

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

name when it should be in the name of TOBC.

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

fingerlings to its facilities.

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data