Blue Star Foods Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Blue Star Foods Corp. Index to Audited Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 206 ) F-1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-2 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F-3 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-5 Notes to Consolidated Financial Statements F-6 39 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Blue Star Foods Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Blue Star Foods Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2024 and 2023 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2014. Houston, Texas June 20, 2025 F- 1 Blue Star Foods Corp. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 DECEMBER 31, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 326,854 $ 24,163 Accounts receivable, net of allowances and credit losses of $ 39,026 and $ 31,064 349,641 534,195 Inventory, net 447,760 2,608,521 Advances to related party, net - 95,525 Other current assets 1,109,494 833,472 Total Current Assets 2,233,749 4,095,876 RELATED PARTY LONG-TERM RECEIVABLE, NET - 435,545 FIXED ASSETS, NET 122,860 303,857 RIGHT OF USE ASSET 84,145 125,014 ADVANCES TO RELATED PARTY, NET - 1,299,984 OTHER ASSETS 113,845 102,222 TOTAL ASSETS $ 2,554,599 $ 6,362,498 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accruals $ 982,243 $ 661,377 Customer refunds 56,899 189,975 Deferred income - 47,819 Current maturities of lease liabilities 35,688 35,428 Current maturities of related party long-term notes - 100,000 Loan payable 729,698 156,938 Related party notes payable - subordinated - 165,620 Derivative liability 49,565 1,047,049 Warrants liability - 1,574 Other current liabilities 790,881 790,881 Total Current Liabilities 2,644,974 3,196,661 LONG-TERM LIABILITIES Lease liability, net of current portion 48,457 89,586 Debt, net of current portion and discounts 52,865 481,329 TOTAL LIABILITIES 2,746,296 3,767,576 STOCKHOLDERS’ EQUITY Series A 8 % cumulative convertible preferred stock, $ 0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024, and 0 shares issued and outstanding as of December 31, 2023 - - Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 9,837,374 shares issued and outstanding as of December 31, 2024, and 461,722 shares issued and outstanding as of December 31, 2023 974 46 Additional paid-in capital 46,167,697 36,661,926 Accumulated other comprehensive loss 5,174 ( 179,995 ) Accumulated deficit ( 46,289,219 ) ( 33,810,732 ) Treasury stock, 151 shares as of December 31, 2024 and 151 shares as of December 31, 2023 ( 76,323 ) ( 76,323 ) TOTAL STOCKHOLDERS’ EQUITY ( 191,697 ) 2,594,922 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,554,599 $ 6,362,498 The accompanying notes are an integral part of these audited consolidated financial statements F- 2 Blue Star Foods Corp. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2024 2023 Year Ended December 31 2024 2023 REVENUE, NET $ 3,593,881 $ 6,124,529 COST OF REVENUE 4,882,871 5,966,452 GROSS PROFIT (LOSS) ( 1,288,990 ) 158,077 COMMISSIONS 4,490 2,169 SALARIES AND WAGES 1,668,585 1,858,004 DEPRECIATION AND AMORTIZATION 5,866 4,521 OTHER OPERATING EXPENSES 7,147,468 2,525,661 LOSS FROM OPERATIONS ( 10,115,399 ) ( 4,232,278 ) OTHER INCOME 51,926 12,708 CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES ( 354,296 ) 2,497,088 LOSS ON SETTLEMENT OF DEBT - ( 977,188 ) INTEREST EXPENSE ( 2,060,718 ) ( 1,771,942 ) NET LOSS ( 12,478,487 ) ( 4,471,612 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 12,478,487 ) $ ( 4,471,612 ) COMPREHENSIVE LOSS: CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT 185,169 55,858 COMPREHENSIVE LOSS ( 12,293,318 ) ( 4,415,754 ) Loss per common share: Net loss per common share - basic and diluted $ ( 4.15 ) $ ( 43.99 ) Weighted average common shares outstanding - basic and diluted 3,005,923 101,650 The accompanying notes are an integral part of these audited consolidated financial statements F- 3 Blue Star Foods Corp. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY YEAR ENDED DECEMBER 31, 2024 AND 2023 Shares Amount Shares Amount Capital Deficit Loss Stock Equity Series A Preferred Stock $.0001 par value Common Stock $.0001 par value Additional Paid-in Accumulated Accumulated Other Comprehensive Treasury Total Stockholder’s Shares Amount Shares Amount Capital Deficit Loss Stock Equity December 31, 2022 - $ - 26,766 $ 2 $ 28,329,248 $ ( 29,339,120 ) $ ( 235,853 ) $ - $ ( 1,245,723 ) Stock based compensation - - - - 69,125 - - - 69,125 Common stock issued for service - - 41,574 4 477,059 - - - 477,063 Common stock issued for note payment - - 27,584 3 3,053,085 - - - 3,053,088 Common stock issued for cash and exercise of warrants - - 251,909 26 3,913,420 - - - 3,913,446 Common stock issued to settle related party notes payable - - 34,722 3 249,997 - - - 250,000 Common stock issued to settle subordinated related party note - - 79,167 8 569,992 - - - 570,000 Treasury Stock - - - - - - - ( 76,323 ) ( 76,323 ) Net Loss - - - - - ( 4,471,612 ) - - ( 4,471,612 ) Cumulative translation adjustment - - - - - - 55,858 - 55,858 December 31, 2023 - - 461,722 46 36,661,926 ( 33,810,732 ) ( 179,995 ) ( 76,323 ) 2,594,922 Balance - - 461,722 46 36,661,926 ( 33,810,732 ) ( 179,995 ) ( 76,323 ) 2,594,922 Stock based compensation - - - - 2,986 - - - 2,986 Common stock issued for service - - 468,118 34 301,966 - - - 302,000 Common stock issued for note payment - - 2,141,310 215 2,920,984 - - - 2,921,199 Common stock issued for cash - - 6,709,832 673 6,160,953 - - - 6,161,626 Common stock issued for loan commitment fees - - 56,392 6 118,882 - - - 118,888 Net Loss - - - - - ( 12,478,487 ) - - ( 12,478,487 ) Cumulative translation adjustment - - - - - - 185,169 - 185,169 December 31, 2024 - $ - 9,837,374 $ 974 $ 46,167,697 $ ( 46,289,219 ) $ 5,174 $ ( 76,323 ) $ ( 191,697 ) Balance - - 9,837,374 974 46,167,697 ( 46,289,219 ) 5,174 ( 76,323 ) ( 191,697 ) The accompanying notes are an integral part of these audited consolidated financial statements F- 4 Blue Star Foods Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ ( 12,478,487 ) $ ( 4,471,612 ) Adjustments to reconcile net loss to net cash (used in) operating activities: Stock based compensation 2,986 69,125 Common stock issued for service 302,000 319,083 Write-off of fixed assets 276,867 - Depreciation of fixed assets 5,866 4,521 Amortization of debt discounts 1,232,529 868,954 Allowance for inventory obsolescence 1,241,305 176,000 Allowance for related party advances and long-term receivable 1,807,829 - Loss on settlement of debt 102,911 977,188 Lease expense 40,869 72,526 Credit loss expense 7,962 8,340 (Gain) loss on revaluation of fair value of derivative and warrant liabilities 354,296 ( 2,497,088 ) Changes in operating assets and liabilities: Accounts receivables 176,592 270,881 Inventories 919,456 2,023,631 Advances to related parties 95,525 123,000 Other current assets ( 348,322 ) 140,290 Right of use liability ( 40,869 ) ( 71,946 ) Other assets ( 35,932 ) 4,467 Accounts payable and accruals 321,619 ( 1,737,997 ) Customer refunds ( 133,076 ) 189,975 Deferred income ( 47,819 ) - Net Cash (Used in) Operating Activities ( 6,195,893 ) ( 3,530,662 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed assets ( 101,736 ) ( 159,609 ) Net Cash (Used in) Investing Activities ( 101,736 ) ( 159,609 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from common stock offering 6,161,626 1,799,506 Proceeds from sale of prefunded warrants - 4,678,924 Proceeds from working capital line of credit - 2,405,034 Proceeds from short-term loans 2,477,790 700,000 Proceeds from convertible debt - 1,140,000 Repayments of working capital line of credit - ( 4,182,971 ) Repayments of short-term loans ( 1,955,924 ) ( 623,000 ) Principal payments of convertible debt - ( 2,007,435 ) Repayments of related party notes payable ( 265,620 ) ( 157,380 ) Purchase of treasury stock - ( 76,323 ) Net Cash Provided by Financing Activities 6,417,872 3,676,355 Effect of Exchange Rate Changes on Cash 182,448 28,817 NET INCREASE IN CASH AND CASH EQUIVALENTS 302,691 14,901 CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD 24,163 9,262 CASH AND CASH EQUIVALENTS – END OF PERIOD $ 326,854 $ 24,163 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 624,496 $ 955,483 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES Common stock issued to settle related party notes payable and accrued interest - 250,000 Common stock issued for partial conversion of note payable 2,904,886 3,053,088 Common stock issued for loan commitment fees 118,888 - Derivative liability recognized on issuance of convertible note 47,411 383,672 Warrant liability recognized on issuance of convertible note - 453,746 Common stock issued to settle subordinated related party note - 570,000 The accompanying notes are an integral part of these audited consolidated financial statements F- 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 and 2023 Note 1. Company Overview Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company has three other subsidiaries, Coastal Pride, TOBC and AFVFL, which maintain the Company’s fresh crab meat, steelhead salmon and packaged seafood and other inventory businesses, respectively. The Company’s current source of revenue is importing blue and red swimming crab meat primarily from South East Asia and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. On February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability company (“Gault Seafood”), and Robert J. Gault II, President of Gault Seafood (“Gault”) pursuant to which Coastal Pride acquired all of the Seller’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab business. Coastal Pride did not assume any liabilities in connection with the acquisition. The purchase price for the assets consisted of a cash payment in the amount of $ 359,250 and the issuance of 8,355 shares of common stock of the Company with a fair value of $ 359,250 . Such shares are subject to a leak-out agreement pursuant to which Gault Seafood may not sell or otherwise transfer the shares until February 3, 2023. On February 1, 2024, the Company entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures, Inc. a Texas corporation (“Afritex”), pursuant to which the Company will be responsible for all of Afritex’s operations and finance functions. The Company will provide Afritex with working capital in order to sustain operations and will purchase certain inventory listed in the Services Agreement. In consideration for its services, during the term of the Services Agreement, the Company will earn all of the revenue and profits by the purchase and sale of Afritex’s inventory. Under the Services Agreement, Afritex may not sell or otherwise use as consideration any of its intellectual property without the Company’s consent. The Company must maintain certain commercial liability insurance during the term of the Services Agreement. The Services Agreement also provides that the Company may not solicit Afritex employees for 24 months nor circumvent existing business relationships of Afritex for three years, after the term of the Services Agreement. The term of the Services Agreement will automatically extend for three thirty-day periods, if Afritex’s outstanding debt is no greater than $325,000. The Company automatically extended the Service Agreement to August 31, 2024 after which it expired. The Company incurred losses of approximately $1.5 million from our Services Agreement with Afritex. In connection with the Services Agreement, on February 12, 2024, the Company entered into an Intangibles Assets and Machinery Option to Purchase Agreement with Afritex (the “Option Agreement”). Pursuant to the Option Agreement, the Company has the option to purchase Afritex’s intangible assets, machinery and equipment set forth in the Option Agreement for a purchase price of $ 554,714 for machinery and equipment and 100,000 shares of the Company’s common stock were issued on February 12, 2024 to be held in escrow, for intangible assets. The Company did not exercise its option to purchase such intangible assets, machinery and equipment. In connection with the Services Agreement, on February 1, 2024, AFVFL, a wholly-owned subsidiary of the Company, was incorporated in the State of Florida for the purpose of purchasing raw materials from Afritex for the preparation of packaged seafood and other inventory to be sold to 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. Note 2. Restatement of Previously Issued Unaudited Financial Statements In 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. The 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.: F- 6 Consolidated Balance Sheet (unaudited) as of, Schedule of Previously Reported Consolidated Financial Statements As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated March 31, 2024 June 30, 2024 September 30, 2024 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Accounts receivable, net $ 910,815 $ ( 490,750 ) $ 420,065 $ 600,478 $ ( 400,833 ) $ 199,645 $ 1,316,093 $ ( 994,740 ) $ 321,353 Inventory, net 2,280,480 ( 526,329 ) 1,754,151 2,638,108 ( 993,816 ) 1,644,292 2,366,056 ( 815,304 ) 1,550,752 Other current assets 1,326,011 343,599 1,669,610 2,455,069 724,095 3,179,164 1,697,407 ( 501,381 ) 1,196,026 Total current assets 4,539,604 ( 673,480 ) 3,866,124 5,766,765 ( 670,554 ) 5,096,211 5,452,253 ( 2,311,425 ) 3,140,828 Total assets 6,858,362 ( 673,480 ) 6,184,882 8,104,796 ( 670,554 ) 7,434,242 7,837,292 ( 2,311,425 ) 5,525,867 Accounts payable and accruals 1,061,169 ( 487,124 ) 574,045 839,494 ( 292,407 ) 547,087 836,849 ( 210,867 ) 625,982 Total current liabilities 3,669,807 ( 487,124 ) 3,182,683 3,232,506 ( 292,407 ) 2,940,099 2,924,403 ( 210,867 ) 2,713,536 Total liabilities 4,282,022 ( 487,124 ) 3,794,898 3,489,951 ( 292,407 ) 3,197,544 3,111,973 ( 210,867 ) 2,901,106 Accumulated deficit ( 34,903,827 ) ( 186,356 ) ( 35,090,183 ) ( 36,745,793 ) ( 378,147 ) ( 37,123,940 ) ( 38,070,941 ) ( 2,100,558 ) ( 40,171,499 ) Total stockholders’ equity 2,576,340 ( 186,356 ) 2,389,984 4,614,845 ( 378,147 ) 4,236,698 4,725,319 ( 2,100,558 ) 2,624,761 Total liabilities and stock holders’ equity 6,858,362 ( 673,480 ) 6,184,882 8,104,796 ( 670,554 ) 7,434,242 7,837,292 ( 2,311,425 ) 5,525,867 F- 7 Consolidated Statements of Operations and Comprehensive loss (unaudited) as of, As Previously Reported Adjustments As Restated Three Months Ended March 31 As Previously Reported Adjustments As Restated Revenue, net $ 2,260,329 $ ( 1,200,974 ) $ 1,059,355 Cost of revenue 2,089,567 ( 990,578 ) 1,098,989 Gross profit 170,762 ( 210,396 ) ( 39,634 ) Other Operating Expenses 705,651 ( 24,040 ) 681,611 Loss from operations ( 842,199 ) ( 186,356 ) ( 1,028,555 ) Net loss ( 1,093,095 ) ( 186,356 ) ( 1,279,451 ) Net loss attributable to common stockholders ( 1,093,095 ) ( 186,356 ) ( 1,279,451 ) Comprehensive loss ( 1,015,062 ) ( 186,356 ) ( 1,201,418 ) Net loss per common share - basic and diluted ( 2.07 ) ( 0.35 ) ( 2.42 ) F- 8 Consolidated Statements of Operations and Comprehensive loss (unaudited) as of, As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Three months ended June 30, 2024 Six months ended June 30, 2024 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue, net $ 1,776,558 $ ( 1,141,540 ) $ 635,018 $ 4,036,887 $ ( 2,342,514 ) $ 1,694,373 Cost of revenue 1,482,041 ( 894,525 ) 587,516 3,571,608 ( 1,885,103 ) 1,686,505 Gross profit 294,517 ( 247,015 ) 47,502 465,279 ( 457,411 ) 7,868 Other operating expenses 689,414 ( 55,224 ) 634,190 1,395,065 ( 79,264 ) 1,315,801 Loss from operations ( 691,723 ) ( 191,790 ) ( 883,513 ) ( 1,533,922 ) ( 378,147 ) ( 1,912,069 ) Net loss ( 1,841,967 ) ( 191,790 ) ( 2,033,757 ) ( 2,935,062 ) ( 378,147 ) ( 3,313,209 ) Net loss attributable to common shareholders ( 1,841,967 ) ( 191,790 ) ( 2,033,757 ) ( 2,935,062 ) ( 378,147 ) ( 3,313,209 ) Comprehensive loss ( 1,823,178 ) ( 191,790 ) ( 2,014,968 ) ( 2,838,240 ) ( 378,147 ) ( 3,216,387 ) Net loss per common share - basic and diluted ( 1.52 ) ( 0.16 ) ( 1.68 ) ( 3.39 ) ( 0.44 ) ( 3.82 ) F- 9 Consolidated Statements of Operations and Comprehensive loss (unaudited) as of, As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Three months ended September 30, 2024 Nine months ended September 30, 2024 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue, net $ 884,283 $ ( 624,504 ) $ 259,779 $ 4,921,170 $ ( 2,967,018 ) $ 1,954,152 Cost of revenue 887,850 ( 336,734 ) 551,116 4,459,458 ( 2,221,838 ) 2,237,620 Gross profit (loss) ( 3,567 ) ( 287,770 ) ( 291,337 ) 461,712 ( 745,180 ) ( 283,468 ) Commissions 11,429 ( 11,429 ) - 15,650 ( 11,429 ) 4,221 Other operating expenses 631,722 1,446,071 2,077,793 2,026,787 1,366,807 3,393,594 Loss from operations ( 919,795 ) ( 1,722,412 ) ( 2,642,207 ) ( 2,453,717 ) ( 2,100,558 ) ( 4,554,275 ) Net loss ( 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 ( 0.48 ) ( 0.63 ) ( 1.11 ) ( 2.84 ) ( 1.40 ) ( 4.24 ) F- 10 Consolidated Statements of Cash Flows (unaudited) as of, As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Three Months Ended March 31, 2024 Six Months Ended June 30, 2024 Nine Months Ended September 30, 2024 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Net Loss $ ( 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 4,051 4,051 - - - 35,096 35,096 - Accounts receivables ( 380,671 ) ( 494,801 ) 114,130 ( 66,283 ) ( 400,833 ) 334,550 ( 816,994 ) ( 1,029,836 ) 212,842 Inventories 167,992 ( 526,329 ) 694,321 ( 400,510 ) ( 993,816 ) 593,306 ( 472,435 ) ( 815,304 ) 342,869 Other current assets ( 102,539 ) 343,599 ( 446,138 ) ( 799,947 ) 724,095 ( 1,524,042 ) ( 863,936 ) ( 501,381 ) ( 362,556 ) Accounts payable and accruals 388,691 487,124 ( 98,433 ) 130,298 292,407 ( 162,109 ) 127,653 210,867 ( 83,214 ) F- 11 Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, Keeler & Co, Inc. a wholly owned subsidiary, Coastal Pride Seafood, LLC (“Coastal Pride”), a wholly owned subsidiary of Keeler & Co., Inc., Taste of BC Aquafarms, Inc. (“TOBC”), a wholly owned subsidiary, and Afritex Ventures Inc. (“AFVFL”) a wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Long-lived Assets Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Fair value estimates are completed using a discounted cash flow analysis. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. No impairment was recognized for the year ended December 31, 2024 and December 31, 2023. Cash and Cash Equivalents The Company maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company (“FDIC”) insured limits. The Company has not experienced any losses on such accounts and believes it does not have a significant exposure. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2024 and 2023, the Company had no cash equivalents. The Company considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds must be deposited into the cash collateral account, and will be cleared and applied to the line of credit. The Company has no access to this account, and the purpose of the funds is restricted to repayment of the line of credit. Accounts Receivable Accounts receivable consists of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. Allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables. Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of December 31, 2024, and 2023, the Company recorded sales return, allowances, discounts and refund liability of approximately $ 39,000 and $ 265,700 , respectively. There was no allowance for bad debt recorded during the years ended December 31, 2024 and 2023. Inventories Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion. Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. For the year ended December 31, 2024, the Company recorded an inventory adjustment to reduce the carrying value of inventory to the lower of cost or net realizable value in the amount of $ 286,319 which was charged to cost of goods sold and an inventory allowance of $ 1,417,305 . F- 12 The Company’s inventory as of December 31, 2024 and December 31, 2023 consists of: Schedule of Inventory December 31, 2024 December 31, 2023 Inventory purchased for resale $ 1,644,085 $ 1,708,311 Feeds and eggs processed 65,924 102,373 Raw materials for packaged seafood 155,056 In-transit inventory - 973,837 Less: Inventory allowance ( 1,417,305 ) ( 176,000 ) Inventory, net $ 447,760 $ 2,608,521 Advances to Suppliers and Related Party In the normal course of business, the Company may advance payments to its suppliers, including Bacolod, a related party. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments. As 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 Bacolod. 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, 2024 and 2023. Fixed Assets Fixed assets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimated useful life of the asset as follows: Schedule of Estimated Usefule Life of Assets RAS System 10 years Furniture and fixtures 7 to 10 years Computer equipment 5 years Warehouse and refrigeration equipment 10 years Leasehold improvements 7 years Automobile 5 years Trade show booth 7 years The RAS system is comprised of tanks, plumbing, pumps, controls, hatchery, tools and other equipment all working together for the TOBC facility. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaining lease term. The Company capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extend the useful life of the fixed assets. The Company reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. No impairment was recorded related to fixed assets as of December 31, 2024 and 2023. Other Comprehensive (loss) Income The Company reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income , which establishes standards for reporting and presenting comprehensive (loss) income and its components in a full set of financial statements. Other comprehensive (loss) income consists of net income (loss) and cumulative foreign currency translation adjustments. F- 13 Foreign Currency Translation The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements. The assets and liabilities held by TOBC have a functional currency other than the U.S. Dollar. The TOBC results were translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. TOBC’s revenue and expenses were translated into U.S. Dollars at the average rates that prevailed during the period. The rate used in the financial statements for TOBC as presented for December 31, 2024 was 0.70 Canadian Dollars to U.S. Dollars and for December 31, 2023 was 0.74 Canadian Dollars to U.S. Dollars. The resulting net translation gains and losses are reported as foreign currency translation adjustments in stockholders’ equity as a component of comprehensive (loss) income. The Company recorded foreign currency translation adjustment of approximately $ 185,169 and $ 55,900 for the years ended December 31, 2024 and December 31, 2023, respectively. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from India, Brazil, Indonesia, and Peru and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh and steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada. We sell primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer at FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer. Deferred Income The Company recognizes deferred income for advance payments received from customers for which sales have not yet occurred. Lease Accounting The Company accounts for its leases under ASC 842, Leases , which requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company elected the practical expedients permitted under the transition guidance that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. F- 14 The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. The Company did not have any finance leases as of December 31, 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. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. The table below presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2024. Schedule of Lease-related Assets and Liabilities December 31, 2024 Assets Operating lease assets $ 84,145 Liabilities Current $ 35,688 Operating lease liabilities Noncurrent Operating lease liabilities $ 48,457 Supplemental cash flow information related to leases were as follows: Schedule of Supplemental Cash Flow Information Related to Leases Year Ended December 31, 2024 Cash used in operating activities: Operating leases $ 40,869 ROU assets recognized in exchange for lease obligations: Operating leases $ - The table below presents the remaining lease term and discount rates for operating leases. Schedule of Remaining Lease Term and Discount Rates for Operating Leases December 31, 2024 Weighted-average remaining lease term Operating leases 2.25 years Weighted-average discount rate Operating leases 7.3 % F- 15 Maturities of lease liabilities as of December 31, 2024, were as follows: Schedule of Maturities of Lease Liabilities Operating Leases 2025 41,756 2026 41,756 2027 10,439 2028 - Total lease payments $ 93,951 Less: amount of lease payments representing interest ( 9,806 ) Present value of future minimum lease payments $ 84,145 Less: current obligations under leases $ ( 35,688 ) Non-current obligations $ 48,457 Advertising The Company expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses were approximately $ 13,000 and $ 4,500 , for the years ended December 31, 2024 and 2023, respectively. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Customer Concentration The Company had 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. The Company had sixteen customers which accounted for approximately 52 % of revenue during the year ended December 31, 2023. Two customers accounted for 22 % of revenue during the year ended December 31, 2023. The loss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financial position. Supplier Concentration The Company had four major suppliers located in India, Brazil, Peru, and Indonesia which accounted for approximately 61 % of the Company’s total purchases during the year ended December 31, 2024. The Company’s largest supplier is located in India and accounted for 20 % of the Company’s total purchases in the year ended December 31, 2024. The 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. The loss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position. F- 16 Fair Value Measurements and Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. The Company believes the carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values because they are short term in nature or payable on demand. The derivative liability is the embedded conversion feature on the 2023 Lind convertible note. All derivatives and warrant liabilities are recorded at fair value. The change in fair value for derivatives and warrants liabilities is recognized in earnings. The Company’s derivative and warrant liabilities are measured at fair value on a recurring basis as of December 31, 2024 and 2023. Schedule of Derivative and Warrant Liabilities Measured at Fair Value Fair Value Level 1 Level 2 Level 3 December 31, 2024 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 49,565 $ - $ - $ 49,565 Total $ 49,565 $ - $ - $ 49,565 Fair Value Level 1 Level 2 Level 3 December 31, 2023 Fair Value Measurement using Fair Value Hierarchy Fair Value Level 1 Level 2 Level 3 Liabilities Derivative liability on convertible debt $ 1,047,049 $ - $ - $ 1,047,049 Warrant liability 1,574 - - 1,574 Total $ 1,048,623 $ - $ - $ 1,048,623 The 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: Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability December 31, 2024 December 31, 2023 Derivative liability balance, beginning of year $ 1,047,049 $ - Issuance of derivative liability during the period 47,410 383,672 Settlement of derivative liability ( 1,384,450 ) - Change in derivative liability during the period 339,556 663,377 Derivative liability balance, end of year $ 49,565 $ 1,047,049 Warrant liability balance, beginning of year $ 1,574 $ - Issuance of warrant liability during the period - 5,032,025 Settlement of warrant liability - ( 1,869,986 ) Change in warrant liability during the period ( 1,574 ) ( 3,160,465 ) Warrant liability balance, end of year $ - 1,574 The 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: Schedule of Fair Market Value of Derivatives Stock price $ 7.00 Expected dividend yield 0.00 % Expected stock price volatility 133.54 % Risk-free interest rate 4.79 % Expected term 1.50 years F- 17 The 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: Stock price $ 0.13 Expected dividend yield 0.00 % Expected stock price volatility 189.14 % Risk-free interest rate 4.32 % Expected term 0.58 years Earnings or Loss per Share The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, warrants and convertible notes for each year. For the years ended December 31, 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. Schedule of Anti Dilutive Earnings or Loss Per Share Year ended December 31, 2024 Year ended December 31, 2023 Options $ 4,935 $ 6,331 Warrants 12,205 14,619 Convertible Notes 641,026 234,170 Total $ 658,166 $ 255,120 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the individual is required to provide service in exchange for the award, usually the vesting period. The Company accounts for forfeitures as they occur. Related Parties The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. As 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. Income Taxes The Company accounts for income taxes utilizing the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effects of future changes in tax laws or rates are not included in the measurement. Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company’s policy is to recognize interest and penalties on uncertain tax positions in “Income tax expense” in the Consolidated Statements of Operations. There were no amounts related to interest and penalties recognized for the years ended December 31, 2024 or 2023. F- 18 Recent Accounting Pronouncements Segment Information In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU enhances existing segment reporting requirements by requiring public entities to disclose more detailed information about a reportable segment’s expenses. Specifically, it introduces a new requirement to disclose significant segment expense categories and amounts that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure of segment profit or loss. The ASU also extends certain annual segment disclosures to interim periods and clarifies that public entities with a single reportable segment must apply all existing and new segment disclosure requirements. The amendments in ASU 2023-07 are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard effective January 1, 2024. The Company’s business consists of one operating segment, which is also its one reportable segment. The Company derives revenue by providing sales of primarily seafood products to customers. The Company’s CODM is its chief executive officer who reviews financial information presented on a consolidated basis. The CODM reviews total assets in the consolidated balance sheets and net loss and its components in the consolidated statement of operations such as, cost of goods sold and other operating expenses, to assess financial performance and allocate resources. ASU 2023-09 – Income Taxes (Topic 740) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU aims to enhance the transparency and usefulness of income tax disclosures by requiring public business entities to provide more disaggregated information in the effective tax rate reconciliation and for income taxes paid. Key provisions include a requirement for tabular reconciliation using both percentages and amounts, broken out into specific categories, with certain reconciling items at or above a 5% quantitative threshold further disaggregated by nature and/or jurisdiction. Additionally, the ASU requires disclosure of income taxes paid (net of refunds received), disaggregated by federal, state/local, and foreign jurisdictions, and amounts paid to individual jurisdictions that comprise 5% or more of total income taxes paid. The ASU also eliminates certain existing disclosure requirements related to unrecognized tax benefits and cumulative unrecognized deferred tax liabilities. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. The Company does not expect this adoption to have a material impact on its consolidated financial statements. ASU 2024-03 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose more detailed information about certain costs and expenses in the notes to their financial statements, both in annual and interim filings. The objective is to provide investors with greater transparency into a company’s expense structure, enabling a better understanding of performance, assessment of future cash flows, and comparison with other entities. Key provisions include the disaggregation, in a tabular format, of specific natural expense categories such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization, within each relevant expense caption on the income statement. The ASU also requires disclosure of the total amount of selling expenses and a qualitative description of expenses remaining in the “other” category. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial statements and disclosures. Note 4. Going Concern The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. The Company incurred a net loss of $ 12,478,487 , has an accumulated deficit of $ 46,289,219 and working capital deficit of $ 411,225 . These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Note 5. Other Current Assets Other 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. Note 6. Fixed Assets, Net Fixed assets comprised the following at December 31: Schedule of Fixed Assets 2024 2023 Computer equipment $ 55,346 $ 47,908 RAS system - 140,214 Automobiles 94,298 - Leasehold improvements 17,904 17,904 Building improvements - 136,653 Total 167,548 342,679 Fixed assets, gross 167,548 342,679 Less: Accumulated depreciation and impairment ( 44,688 ) ( 38,822 ) Fixed assets, net $ 122,860 $ 303,857 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. For the years ended December 31, 2024 and 2023, depreciation expense totaled approximately $ 5,900 and $ 4,500 , respectively. Note 7. Debt and Derivatives Working Capital Line of Credit On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”). Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $ 5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. Amounts due under the line of credit were evidenced by a revolving credit note issued to Lighthouse by the Borrowers. The 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. F- 19 The line of credit was secured by a first priority security interest on all the assets of each Borrower. Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty of up to $ 1,000,000 to Lighthouse. For 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 . On June 16, 2023, the Company terminated the Loan Agreement and paid a total of approximately $ 108,400 to Lighthouse which included, as of June 16, 2023, an outstanding principal balance of approximately $ 93,400 , accrued interest of approximately $ 9,900 , and other fees incurred in connection with the line of credit of approximately $ 4,900 . Upon the repayment of the total outstanding indebtedness owing to Lighthouse, the Loan Agreement and all other related financing agreements and documents entered into in connection with the Loan Agreement were deemed terminated. John Keeler Promissory Notes – Subordinated The 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, 2024 and 2023 of $ 165,620 and $ 157,380 , respectively. During the year ended December 31, 2023, the Company issued 79,167 shares of its common stock to settle $ 570,000 principal of the subordinated notes. Walter Lubkin Jr. Note On November 26, 2019, the Company issued a five-year unsecured promissory note in the principal amount of $ 500,000 to Walter Lubkin Jr. as part of the purchase price for the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum. The note is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter. For the year ended December 31, 2023, $ 250,000 of the outstanding principal was paid in shares of common stock of the Company. For the year ended December 31, 2024, $ 100,000 of the outstanding principal was paid cash. Interest expense for the note totaled approximately $ 3,800 and $ 14,100 during the year ended December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024 and December 31, 2023, the outstanding principal balance on the note totaled $ 0 and $ 100,000 , respectively. Lind Global Fund II LP notes 2022 Note On 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. F- 20 The outstanding principal under the 2022 Lind Note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $ 333,333 , at the Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”) (floor price of $1,500 per share after taking into account the Company’s Reverse Stock Split), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the 2022 Lind Note. In connection with the issuance of the 2022 Lind Note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge of its shares in Keeler & Co., pursuant to a security agreement and a stock pledge agreement with Lind, dated January 24, 2022 (the “2022 Security Agreement). Each subsidiary of the Company also granted a second priority security interest in all of its respective assets. The 2022 Lind Note is mandatorily payable prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issues any indebtedness. The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions. If the Company fails to maintain the listing and trading of its common stock, the note will become due and payable and Lind may convert all or a portion of the outstanding principal at the lower of the then current conversion price and 80 % of the average of the 3-day VWAP during the 20 days prior to delivery of the conversion notice. If the Company engages in capital raising transactions, Lind has the right to purchase up to 10 % of the new securities. The 2022 Lind Note is convertible into common stock at $ 5.00 per share ($ 5,000 per share after taking into account the Company’s Reverse Stock Split), subject to certain adjustments, on April 22, 2022; provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99 % of the Company’s outstanding shares of common stock. If shares are issued by the Company at less than the conversion price, the conversion price will be reduced to such price. Upon a change of control of the Company, as defined in the 2022 Lind Note, Lind has the right to require the Company to prepay 10% of the outstanding principal amount of the 2022 Lind Note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the 2022 Lind Note at a price per share equal to the lesser of the Repayment Share Price or the conversion price. The 2022 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Upon an event of default as described in the 2022 Lind Note, the 2022 Lind Note will become immediately due and payable at a default interest rate of 125 % of the then outstanding principal amount. Upon a default, all or a portion of the outstanding principal amount may be converted into shares of common stock by Lind at the lower of the conversion price and 80 % of the average of the three lowest daily VWAPs. During 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. 2023 Note On May 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $ 1,200,000 (the “2023 Lind Note”) and a warrant (the “Lind Warrant”) to purchase 8,701 shares of common stock of the Company commencing six months after issuance and exercisable for five years at an exercise price of $ 122.50 per share. The Lind Warrant includes cashless exercise and full ratchet anti-dilution provisions. In connection with the issuance of the Lind Note and the Lind Warrant, the Company paid Lind a $ 50,000 commitment fee. The proceeds from the sale of the Note and Warrant are for general working capital purposes. F- 21 In connection with the issuance of the 2022 Lind Note, the Company and Lind amended the 2022 Security Agreement to include the new 2023 Lind Note, pursuant to an amended and restated security agreement, dated May 30, 2023, between the Company and Lind. The Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable pursuant to the 2023 Lind Note and Lind Warrant. If the registration statement is not declared effective within 90 days the 2023 Lind Note will be in default. Lind was also granted piggyback registration rights. If the Company engages in capital raising transactions, Lind has the right to purchase up to 20 % of the new securities for 24 months. The 2023 Lind Note is convertible into common stock of the Company after the earlier of 90 days from issuance or the date the registration statement is effective, provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99 % of the Company’s outstanding shares of common stock. The conversion price of the 2023 Lind Note is equal to the lesser of: (i) $ 120.00 ; or (ii) 90 % of the lowest single volume-weighted average price during the twenty-trading day period ending on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments. The maximum number of shares of common stock to be issued in connection with the conversion of the 2023 Lind Note and the exercise of the Lind Warrant, in the aggregate, will not, exceed 19.9 % of the outstanding shares of common stock of the Company immediately prior to the date of the 2023 Lind Note, in accordance with NASDAQ rules and guidance. Due to the variable conversion price of the 2023 Lind Note, the embedded conversion feature was accounted as a derivative liability. The fair value of the derivative liability at issuance amounting to $ 264,687 was recorded as debt discount and amortized over the term of the note. The 2023 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers. Upon the occurrence of an event of default as described in the 2023 Lind Note, the 2023 Lind Note will become immediately due and payable at a default interest rate of 120 % of the then outstanding principal amount of the Lind Note. The Warrant entitles the Investor to purchase up to 8,701 shares of common stock of the Company during the exercise period commencing on the date that is six months after the issue date (“Exercise Period Commencement”) and ending on the date that is sixty months from the Exercise Period Commencement at an exercise price of $ 122.50 per share, subject to customary adjustments. The Warrant includes cashless exercise and full ratchet anti-dilution provisions. On July 27, 2023, the Company, entered into a First Amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) with Lind, which provided for the issuance of further senior convertible promissory notes up to an aggregate principal amount of up to $ 1,800,000 and the issuance of additional warrants in such amounts as the Company and Lind shall mutually agree. Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of $ 300,000 and a warrant to purchase 3,505 shares of common stock of the Company at an exercise price of $ 67.00 per share for $ 250,000 . In connection with the issuance of the note and the warrant, the Company paid a $ 12,500 commitment fee. The proceeds from the sale of the note and warrant are for general working capital purposes. Due to the variable conversion price of the Purchase Agreement Amendment, the embedded conversion feature was accounted as a derivative liability. The fair value of the derivative liability at issuance amounting to $ 118,984 was recorded as debt discount and amortized over the term of the note. F- 22 On August 3, 2024 the Company and Lind entered into a waiver and acknowledgement agreement. The Company and Lind previously entered into that certain Securities Purchase Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory note in the principal amount of $ 300,000 . Each of the Company and Lind acknowledge that the amounts owing under the convertible promissory note as of the filing of the Waiver Agreement is equal to $ 355,500.00 . During the year ended December 31, 2024, $ 1,500,000 of note principal was converted to 1,891,310 shares of common stock. As 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, 2024, the total derivative liability and warrant liability was $ 49,565 and $ 0 , respectively. Agile Lending, LLC loan On 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 15, 2023 . 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. For 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 $ 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. F- 23 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 ) 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. 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, 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. On 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 29, 2024 . Commencing March 7, 2024, the Company is required to make weekly payments of $ 11,146 until the due date. The loan may be prepaid subject to a prepayment 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. For 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. On May 9, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $ 210,000 which principal and interest (of $ 84,000 ) is due on November 22, 2024 . 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. For the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 210,000 and interest payments of $ 84,000 were made. The outstanding balance on the loan was $ 0 as of December 31, 2024. On July 25, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $ 210,000 which principal and interest (of $ 84,000 ) is due on January 31, 2025 . Commencing August 2, 2024, the Company is required to make weekly payments of $ 10,889 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $ 10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 25, 2024, in the principal amount of $ 210,000 which note is secured by all of the Borrowers’ assets, including receivables. For the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 210,000 and interest payments of $ 29,556 were made. The outstanding balance on the loan was $ 0 as of December 31, 2024. ClearThink Term Loan On 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. F- 24 1800 Diagonal Notes On 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 . The proceeds from the sale of the April Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the April Diagonal Note, the note will become immediately due and payable at a default interest rate of 22 % of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the note into shares of the Company’s common stock at a conversion price of 61 % of the market price as described in the First Diagonal 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 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. On 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. 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 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. On 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 of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the October 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. On 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. 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 December Diagonal Note. For the year ended December 31, 2024, the Company made no principal and interest payments on the loan. The outstanding balance on the loan was $ 90,850 as of December 31, 2024. F- 25 The Hart Note On April 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued a promissory note in the principal amount of $ 300,000 and will issue 10,000 shares of its common stock to Hart (the “Hart Note”). The Hart Note has a one-time interest payment of $ 50,000 payable on the maturity date of May 15, 2024 , which was extended to August 15, 2024 . The proceeds from the sale of the Hart Note are for general working capital. 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. The FirstFire Note On May 17, 2024, the Company entered into a promissory note with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued a promissory note in the principal amount of $ 240,000 with an original discount of $ 40,000 (the “FirstFire Note”). The FirstFire Note accrues interest at a rate of 19 % per annum and has a maturity date of April 17, 2025 . The proceeds from the sale of the FirstFire Note are for general corporate purposes. The FirstFire Note has mandatory monthly payments due the 17th of each month. The initial payment on August 17, 2024 is $ 185,600 . Monthly payments from September 2024 – December 2024 are $ 22,000 . Monthly payments from January 2025 - April 2025 are $ 3,000 . The Company may prepay the FirstFire Note at any time without penalty. The Company’s failure to comply with the material terms of the FirstFire Note will be considered an event of default and the principal sum of the FirstFire Note will become immediately due and payable at an amount equal to 150% times the sum of (i) the then outstanding principal amount of the note plus (ii) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (iii) default interest, (iv) plus any other amounts owed to FirstFire. After the occurrence of an event of default, at any time, the FirstFire shall have the right, to convert all or any part of the outstanding and unpaid amount of the FirstFire Note into fully paid and non-assessable shares of our common stock. The conversion price shall be 61% multiplied by the Market Price (as defined in the FirstFire Note) (representing a discount rate of 39%). While the FirstFire Note remains outstanding, we will reserve 40,000 shares of our common stock free from preemptive rights, to provide for the issuance upon the full conversion of the FirstFire Note. While the FirstFire Note remains outstanding, we shall not, without the FirstFire’s written consent, sell, lease, or otherwise dispose of any significant portion of our assets outside the ordinary course of business. For the year ended December 31, 2024, the Company made principal payments on the loan totaling $ 240,000 , and interest payments of $ 40,000 . The outstanding balance on the loan was $ 0 as of December 31, 2024. August 2024 Private Placement Offering In August, 2024, the Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each of Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC, a New Jersey limited liability company (“Jefferson”) whereby we issued promissory notes in the aggregate principal amount of $ 550,000 (the “August Private Placement Offering”). The Company agreed to issue to Quick Capital and Jefferson up to 39,300 shares of our Common Stock as a “Commitment Fee”. As part of the August Private Placement Offering, the Company issued two promissory notes each in the principal amount of $ 275,000 with an original issue discount of $ 25,000 (the “Private Placement Notes”). The Private Placement Notes have a one-time interest payment of $ 27,500 . Thereafter, any principal amount of interest which is not paid upon maturity will accrue at a rate of the lesser of (i) sixteen percent ( 16 %) per annum, or (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Private Placement Notes have a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate purposes. The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of Common Stock as additional consideration for entering into Private Placement Notes. F- 26 The investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any portion of the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our Common Stock. The conversion price shall be $ 1.50 , subject to adjustments. We have agreed to reserve a sufficient number of Common Stock (initially, 2,000,000 shares) for issuance upon conversion of the Private Placement Notes in accordance with their terms. If an event of default occurs under the Private Placement Notes, the investors have the right to convert all amounts outstanding under the notes at any time thereafter into shares of Common Stock at the lesser of (i) the then applicable conversion price under the notes or (ii) the Market Price. “Market Price” shall mean 85 % of the lowest VWAP on any trading day during the ten (10) trading days prior to the respective conversion date. “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the principal market during the period beginning at 9:30 a.m., Eastern Standard Time, and ending at 4:00 p.m., Eastern Standard Time, as reported by Quotestream or other similar quotation service provider designated by the investors. The Company may prepay the Private Placement Notes at any time with fifteen (15) trading days prior written notice (the “Prepayment Notice Period”). During the Prepayment Notice Period, the investor shall have the right to convert all or any portion of the Private Placement Notes pursuant to the terms of the notes, including the amount of the Private Placement Notes to be prepaid. If the Company exercises its right to prepay the notes, the Company shall make payment to the investor of an amount in cash equal to the sum of: (i) 100% multiplied by the principal amount then outstanding plus (ii) accrued and unpaid interest on the principal amount to the Prepayment Notice Date, and (iii) $ 750 to reimburse the investor for administrative fees. If the Company delivers a prepayment notice and fails to pay the applicable prepayment amount, the Company shall forever forfeit its right to prepay any part of the Private Placement Notes. The Private Placement Notes have mandatory monthly payments of $ 43,200 . The initial payments are due on November 9, 2024 and November 12, 2024, respectively. The Company’s failure to comply with the material terms of the Private Placement Notes will be considered an event of default and the principal sum of the Private Placement Notes will become immediately due and payable at an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 135%, as well as all costs, all without demand, presentment or notice, unless expressly waived by the investor. The investors may assign their rights to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction or to any of its affiliates without the consent of the Company. While the Private Placement Notes remain outstanding, we shall not, without the investor’s written consent (i) (a) pay, declare or set apart for such payment, any dividend or other distribution on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution with respect to its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Company’s disinterested directors, (ii) redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares, or repay any indebtedness of the investor (iii) advance any loans made in the ordinary course of business in excess of $ 100,000 , (iv) sell, lease or otherwise dispose of any significant portion of our assets outside the ordinary course of business, and (v) enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) or Section 3(a)(10) of the Securities Act. In conjunction with the August Private Placement Offering, the Company entered into a registration rights agreement with each of Quick Capital and Jefferson. The Company agreed to file a registration statement with the Securities and Exchange Commission to register the re-sale of the maximum number of shares of Common Stock covered in the August Private Placement Offering within sixty (60) calendar days from the date of execution. During the year ended December 31, 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. F- 27 Vehicle Loan On December 7, 2024, the Company entered into a financing loan in connection with the purchase of a company vehicle. The loan has a principal amount of $ 69,299 , bears interest at an annual rate of 9.34 %, and is repayable in monthly installments of $ 1,450 , including principal and interest, over a term of 60 months. As of December 31, 2024, the outstanding balance on the vehicle loan was $ 69,299 . First West Credit Union CEBA Loan On June 24, 2021, the Company assumed a commercial term loan with First West Credit Union Canada Emergency Business Account (“CEBA”) in the principal amount of CAD$ 60,000 in connection with the acquisition of TOBC. The loan initially bears no interest and is due on December 31, 2022. Under the amended terms, if no more than 75% of the principal was repaid by December 31, 2023 , the full amount would convert to a term loan bearing interest at an annual rate of 5.0 %, with interest only monthly payments beginning January 1, 2024, and the full principal due by December 31, 2026. As of December 31, 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. For 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. Note 8. Stockholders’ Equity Preferred Stock Our Board of Directors has designated 10,000 shares of preferred stock as “ 8 % Series A Convertible Preferred Stock”. The Series A Convertible Preferred Stock (“Series A Stock”) has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Stock. Dividends. Cumulative dividends accrue on each share of Series A Stock at the rate of 8 % (the “Dividend Rate”) of the purchase price of $ 1,000.00 per share, commencing on the date of issuance. Dividends are payable quarterly, when and if declared by the Board, beginning on September 30, 2018 (each a “Dividend Payment Date”) and are payable in shares of common stock (a “PIK Dividend”) with such shares being valued at the daily volume weighted average price (“VWAP”) of the common stock for the thirty trading days immediately prior to each Dividend Payment Date or if not traded or quoted as determined by an independent appraiser selected in good faith by the Company. Any fractional shares of a PIK Dividend will be rounded to the nearest one-hundredth of a share. All shares of common stock issued in payment of a PIK Dividend will be duly authorized, validly issued, fully paid and non-assessable. Dividends will accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Board. For the year ended December 31, 2024 and 2023, the Company had no preferred stock outstanding. Common Stock In January 2023, the Company sold an aggregate of 474 shares of common stock for net proceeds of $ 182,982 in an “at the market” offering pursuant to a sales agreement between the Company and Roth Capital Partners, LLC (“Roth”). On January 31, 2023, 151 of shares were repurchased from Roth for $ 76,323 . The offering was terminated on February 2, 2023. On February 14, 2023, the Company issued 8,200 shares of common stock and 800 Pre-Funded Warrants to purchase common stock to Aegis Capital Corp. (“Aegis”) for net proceeds of $ 1,692,000 in connection with an underwritten offering. F- 28 On 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. On September 11, 2023, the Company sold an aggregate of 13,800 shares of common stock for net proceeds of $ 321,195 in an underwritten public offering pursuant to a securities purchase agreement. The Company issued an aggregate of 34,008 shares upon the exercise of warrants. On 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. Keeler. On December 31, 2023, the Company issued 3,472 shares of common stock to each of Silvia Alana, Nubar Herian and John Keeler, 5,556 shares of common stock to each of Timothy McLellan and Trond Ringstad, 2,025 shares of common stock to Juan Carlos Dalto and 7,986 shares of common stock to Jeffrey Guzy with a total fair value of $ 227,083 for serving as directors of the Company. On December 31, 2023, the Company issued 34,722 shares of common stock to Walter Lubkin Jr. in lieu of $ 250,000 of outstanding principal payment due under promissory notes issued by the Company in connection with the Coastal Pride acquisition. During 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. During the year ended December 31, 2023, the Company issued an aggregate of 27,612 shares of common stock for cash proceeds of $ 343,849 pursuant to a securities purchase agreement, dated May 16, 2023, with ClearThink. In connection with such agreement, the Company also issued 1,250 shares of common stock to ClearThink as a commitment fee, with a fair value of $ 141,250 , which was recorded as stock issuance costs. During the year ended December 31, 2023, between October 2023 and November 2023, the Company issued an aggregate of 167,015 shares upon the exercise of warrants pursuant to a securities purchase agreement. During the year ended December 31, 2023, the Company issued an aggregate of 27,584 shares of common stock to Lind with a fair value of $ 3,053,088 as payment of $ 2,075,900 of note principal due on a convertible promissory note, and recorded a loss of $ 977,188 . On January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink, with a fair value of $ 50,000 , as a commitment fee on the term loan. On February 12, 2024, the Company issued 100,000 shares of common stock to be held by The Crone Law Group as Escrow Agent with a fair value of $ 630,000 in connection with the Option Agreement with Afritex Texas. On May 22, 2024, the Company issued 10,000 shares of common stock to Hart, with a fair value of $ 23,300 , as a commitment fee on the promissory note. On August 12, 2024, the Company issued an aggregate of 39,300 shares of common stock to Jefferson and Quick Capital, with a fair value of $ 45,588 , as a commitment fee on the term loan. On October 18, 2024, the Company issued 172,000 shares of common stock with a fair value of $ 86,000 to Mark Crone for consulting services provided to the Company. On October 18, 2024, the Company issued 168,000 shares of common stock with a fair value of $ 84,000 to Walter F. Lubkin Jr. for consulting services provided to the Company. F- 29 On December 27, 2024, the Company issued an aggregate of 250,000 shares of common stock to Jefferson as partial conversion of $ 20,436 principal pursuant to the convertible promissory note. During the year ended December 31, 2024, the Company issued an aggregate of 1,339,656 shares of common stock in consideration of net proceeds of $ 2,975,610 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. During the year ended December 31, 2024, the Company issued an aggregate of 1,891,310 shares of common stock to Lind as partial conversion of $ 1,500,000 principal pursuant to the May 2023 convertible promissory note. During the year ended December 31, 2024, the Company issued an aggregate of 128,118 shares of common stock to the designee of ClearThink with a fair value of $ 132,000 for consulting services provided to the Company. During the year ended December 31, 2024, the Company sold an aggregate of 5,370,176 shares of common stock for net proceeds of $ 3,186,016 in an “at the market” offering pursuant to a sales agreement between the Company and H.C. Wainwright & Co., LLC (“Wainwright”). Note 9. Options During the years ended December 31, 2024 and December 31, 2023, $ 2,968 and $ 69,125 , respectively, in compensation expense was recognized on the following: 1. Ten-year 10 options to purchase an aggregate of 351 shares of common stock at an exercise price of $ 2,000.00 , which vest as to 25 % of the shares subject to the option each year from the date of grant, were issued to various long-term employees under the 2018 Plan during the year ended December 31, 2019 and 166 was forfeited during the year ended December 31, 2024. 2. Ten-year 10 option to purchase 250 shares of common stock at an exercise price of $ 2,000.00 , which vest as to 20 % of the shares subject to the option each year from the date of grant, were issued to an officer of the Company under the 2018 Plan during the year ended December 31, 2019. 3. Ten-year 10 options to purchase an aggregate of 25 shares of common stock at an exercise price of $ 2,000.00 , which vest as to 25 % of the shares subject to the option each year from the date of grant, were issued to various contractors during the year ended December 31, 2019 and 25 was forfeited during the year ended December 31, 2024. 4. Three-year 3 options to purchase an aggregate of 500 shares of common stock at an exercise price of $ 2,000.00 , which vest in equal monthly installments during the first year from the date of grant, were issued to the Company’s directors during the year ended December 31, 2021 and expired in accordance with their terms during the year ended December 31, 2024. 5. Three-year 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. 6. Five-year 5 options to purchase an aggregate of 175 shares of common stock at an exercise price of $ 2,000.00 , which vest in equal monthly installments during the term of the option, were issued to the Company’s directors during the year ended December 31, 2022 and 25 was forfeited during the year ended December 31, 2024. 7. Three-year 3 options to purchase 28 shares of common stock at an exercise price of $ 860.00 , which vest in equal monthly installments during the term of the option, were issued to an employee during the year ended December 31, 2022. 8. Three-year 3 option to purchase 6 shares of common stock at an exercise price of $ 790.00 , which vest in equal monthly installments during the term of the option, were issued to an employee during the year ended December 31, 2022. 9. Three-year 3 option to purchase 864 shares of common stock at an exercise price of $ 40.00 , which vest in equal monthly installments during the term of the option, were issued to an officer of the Company during the year ended December 31, 2023 and was forfeited during the year ended December 31, 2024. 10. Three-year 3 option to purchase 1,030 shares of common stock at an exercise price of $ 17.50 , which vest in equal monthly installments during the term of the option, were issued to an employee during the year ended December 31, 2023. F- 30 The following table summarizes the assumptions used to estimate the fair value of the stock options granted for the years ended December 31, 2024 and 2023: Schedule of Fair Value of Stock Options 2024 2023 Expected Volatility - % 35 % – 45 % Risk Free Interest Rate - % 2.87 % – 4.72 % Expected life of options - 3.0 – 5.0 On 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. On 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. Under the Black-Scholes option pricing model, the fair value of the 864 options and 1,030 options granted during the year ended December 31, 2023 is estimated at $ 12,261 and $ 5,489 , respectively, on the date of grant using the following assumptions: stock price of $ 40.00 and $ 18.00 at the grant date, exercise price of the option, option term, volatility rate of 45.44 % and 35.97 % and risk-free interest rate of 4.58 % and 4.72 %, respectively. The unrecognized portion of the expense remaining at December 31, 2024, is $ 0 and $ 3,131 , respectively, which is expected to be recognized to expense over a period of two years. The following table represents option activity for the years ended December 31, 2024 and 2023: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2022 4,462 $ 2,000.00 5.25 Exercisable – December 31, 2022 4,122 $ 2,000.00 5.28 $ - Granted 1,894 $ 29.00 Forfeited ( 25 ) $ 2,000.00 Vested 4,398 - Outstanding – December 31, 2023 6,331 $ 1,426.52 3.80 Exercisable – December 31, 2023 4,398 $ 1,426.52 4.27 $ - Granted - $ - Forfeited 1,087 $ - Expired 500 $ - Vested 4,076 - Outstanding – December 31, 2024 4,744 $ 1,532.26 3.34 Exercisable – December 31, 2024 4,076 $ 1,532.26 3.61 $ - For 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. For the year ended December 31, 2024, the Company determined that the five-year 5 option to purchase 25 shares of common stock at an exercise price of $ 2,000.00 granted to a director in 2022 was forfeited as the director resigned in 2024. In addition, a 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. The non-vested options outstanding are 668 and 1,933 for the years ended December 31, 2024 and 2023, respectively. F- 31 Note 10. Warrants Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2023 14,619 $ 601.78 4.20 Exercisable – December 31, 2023 11,114 $ 791.55 5.52 $ - Granted - $ - Exercised - $ - Forfeited or Expired ( 2,414 ) $ - Outstanding – December 31, 2024 12,205 $ 106.71 3.96 Exercisable – December 31, 2024 12,205 $ 106.71 3.96 $ - On May 30, 2023, in connection with the issuance of the $ 1,200,000 promissory note to Lind pursuant to a securities purchase agreement, the Company issued Lind a five-year 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 share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. Under the Black-Scholes pricing model, the fair value of the warrants issued to purchase 8,701 shares of common stock was estimated at $ 381,538 on the date of issuance of the warrant and $ 664 as of December 31, 2023 using the following assumptions: stock price of $ 107.00 and $ 7.00 ; exercise price of $ 123.00 , risk free rate of 3.81 % and 3.84 %, volatility of 46.01 % and 50.12 %; and expected term of five years . The fair value of the warrants of $ 381,538 was recorded as a discount to the 2023 Lind Note and classified as liabilities. On July 27, 2023, in connection with the issuance of the $ 300,000 promissory note to Lind pursuant to the Purchase Agreement Amendment, the Company issued Lind a five-year 5 warrant exercisable six months from the date of issuance to purchase 3,505 shares of common stock at an exercise price of $ 67.00 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. Under the Black-Scholes pricing model, the fair value of the warrants is estimated at $ 72,208 on the date of issuance of the warrant and $ 910 as of December 31, 2023 using the following assumptions: stock price of $ 53.50 and $ 7.00 ; exercise price of $ 67.00 ; risk free rate of 4.24 % and 3.84 %; volatility of 45.51 % and 49.76 %; and expected term of five years . The fair value of the warrants of $ 72,208 was recorded as a discount to the 2023 Purchase Agreement Amendment and classified as a liability. On September 11, 2023, in connection with the underwritten public offering pursuant to a securities purchase agreement, the Company issued pre-funded warrants with the public offering price of $ 22.78 immediately exercisable to purchase up to 201,023 shares of common stock at an exercise price of $ 0.01 per share for gross proceeds of $ 4,578,294 . Under the Black-Scholes pricing model, the fair value of the warrants issued to purchase 201,023 shares of common stock was estimated at $ 4,619,851 on the date of issuance of the warrant using the following assumptions: stock price of $ 23.45 ; exercise price of $ 0.50 ; warrant term; volatility rate of 149.06 %; and risk-free interest rate of 5.40 % from the US Department of Treasury. On September 11, 2023, in connection with the underwritten public offering, the Company issued five-year 5 Series A-1 warrants to purchase up to 214,823 shares of common stock which warrants are exercisable upon stockholder approval at an exercise price of $ 23.28 per share. Since the exercise of these warrants is contingent upon stockholder approval, which stockholder approval has not been obtained, such warrants were not considered as outstanding as of December 31, 2023. On 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. During 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 201,023 shares of common stock at an exercise price of $ 0.50 to two investors upon exercise of Pre-Funded Warrants. F- 32 Note 11. Income taxes Federal 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: Schedule of Rate Reconciliation Rate Reconciliation December 31, 2024 December 31, 2023 Provision/(Benefit) at statutory rate $ ( 2,620,482 ) ( 21.00 )% $ ( 851,925 ) ( 21.00 )% State tax Provision/(Benefit) net of federal benefit ( 429,933 ) 3.45 % ( 206,832 ) 5.10 % Permanent book/tax differences 252,817 ( 2.03 )% ( 237,419 ) 5.85 % Change in valuation allowance 2,934,868 ( 23.52 )% 74,848 ( 1.85 )% Other ( 137,271 ) 1.10 % 1,221,327 ( 30.11 )% Income Tax Provision/(Benefit) - - - - The components of the net deferred tax asset at December 31, 2024 and 2023, are as follows: Schedule of Deferred Income Tax Asset December 31, 2024 December 31, 2023 Deferred Tax Assets Allowance for bad debt $ 9,774 $ 5,797 Fixed assets 171,728 136,208 Inventory reserve 356,290 - Net operating loss carryovers 5,932,995 3,626,165 Non-capital Losses 727,316 511,340 Other 99,962 83,687 Net Deferred Tax Asset/(Liability) 7,298,065 4,363,197 Valuation Allowance ( 7,298,065 ) ( 4,363,197 ) Net Deferred Tax Asset/(Liability) $ - $ - Tax periods for all fiscal years after 2020 remain open to examination by the federal and state taxing jurisdictions to which the Company is subject. As of December 31, 2024, the Company has cumulative net federal and state operating losses of $ 24,189,098 and $ 18,368,316 , respectively. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be recognized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2024. As of December 31, 2024, and 2023, the Company has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to classify assessments, if any, for tax related interest as income tax expenses. No interest or penalties were recorded during the years ended December 31, 2024, and 2023. F- 33 Note 12. Commitment and Contingencies Office lease On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party and paid $ 69,600 on the lease for the year ended December 31, 2023. For the year ended December 31, 2024, the Company has paid $ 69,600 on this lease. Coastal Pride leased approximately 1,100 square feet of office space in Beaufort, South Carolina which consists of a lease with a related party for $ 1,000 per month that expires in October 2024. In August 2024, the lease was terminated as of August 31, 2024. For the year ended December 31, 2024, Coastal Pride paid $ 8,000 on the lease. Coastal Pride also leased a 9,050 square foot facility for $ 1,000 per month from Gault for its soft-shell crab operations in Beaufort, South Carolina under a one-year 1 lease that expired in February 2023. On February 3, 2023, the lease was renewed for $ 1,500 per month until February 2024. On February 3, 2024, the Coastal Pride entered into a verbal month-to-month lease agreement with Gault for $ 1,500 per month. The offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately $ 2,500 per month plus taxes, from Steve and Janet Atkinson, the former TOBC owners. On April 1, 2022, TOBC entered into a new five-year lease with Steve and Janet Atkinson for CAD$2,590 per month plus taxes, and an additional five-year lease with Kathryn Atkinson for CAD$ 2,370 per month plus. Both leases are renewable for two additional five-year terms. On July 16, 2024, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia (the “Court”) against their landlords Steven Atkinson, Kathryn Atkinson and Janet Atkinson (the “Landlords”) requesting a declaration that their commercial lease located at 2904 and 2934 Jameson Road, Nanaimo, B.C. V9R 6W8 dated April 1, 2022 by and between TOBC and their Landlords is a valid lease and remains in full force and effect. The Company cannot provide any assurance as to the timing of resolution or outcome of this matter. Rental and equipment lease expenses were approximately $ 146,400 and $ 166,000 for the years ended December 31, 2024 and 2023, respectively. Note 13. Employee Benefit Plan The Company provides and sponsors a 401(k) plan for its employees. For the years ended December 31, 2024 and 2023, no contributions were made to the plan by the Company. Note 14. Subsequent Events Shares issuances On 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. On January 14, 2025, the Company issued 480,000 shares of common stock to each of Nubar Herian and John Keeler, 960,000 shares of common stock to each of Timothy McLellan and Trond Ringstad, and 1,440,000 shares of common stock to Jeffrey Guzy, for serving as directors of the Company. On 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. On 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. On March 11, 2025, the Company issued 350,000 shares of common stock in consideration of proceeds of $ 19,950 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. On 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. Note issuances On 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. On January 28, 2025, the Company entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $ 420,000 which principal and interest (of $ 176,400 ) is due on August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $ 21,300 until the due date. British Columbia Lawsuit On 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. F- 34 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.