UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) | --- | -- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. | --- | --- | --- | --- | |--------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) | --- | --- | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) D ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delawa ...

PART I - FINANCIAL INFORMATION This section presents the unaudited consolidated financial statements and management's discussion for Blue Star Foods Corp [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Blue Star Foods Corp.'s unaudited consolidated financial statements for Q1 2020, prepared under GAAP and SEC rules - The financial statements are unaudited and prepared in accordance with GAAP and SEC rules, reflecting all necessary recurring adjustments[18](index=18&type=chunk) - Results for the presented periods are not necessarily indicative of the full year's expected results[18](index=18&type=chunk) [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at March 31, 2020, compared to December 31, 2019 Consolidated Balance Sheet Highlights (March 31, 2020 vs. December 31, 2019) | Metric | March 31, 2020 (Unaudited) ($) | December 31, 2019 ($) | | :-------------------------- | :------------------------- | :---------------- | | Total Assets | $12,232,820 | $15,746,064 | | Total Current Assets | $8,283,930 | $11,780,300 | | Cash | $22,959 | $153,904 | | Inventory, net | $4,784,499 | $7,984,492 | | Total Liabilities | $13,556,727 | $16,265,776 | | Total Current Liabilities | $11,894,056 | $14,566,386 | | Total Stockholders Deficit | $(1,323,907) | $(519,712) | [Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details the company's financial performance and comprehensive loss for the three months ended March 31, 2020 and 2019 Consolidated Statements of Operations and Comprehensive Loss (Three Months Ended March 31) | Metric | 2020 ($) | 2019 ($) | | :---------------------------------------------- | :------------ | :------------ | | REVENUE, NET | $4,571,614 | $6,510,774 | | COST OF REVENUE | $4,148,398 | $5,600,914 | | GROSS PROFIT | $423,216 | $909,860 | | LOSS FROM OPERATIONS | $(576,992) | $(1,001,104) | | NET LOSS | $(853,647) | $(1,239,297) | | NET LOSS ATTRIBUTABLE TO BLUE STAR FOODS CORP. | $(850,407) | $(1,220,029) | | Loss per basic and diluted common share | $(0.05) | $(0.08) | | Basic weighted average common shares outstanding| 17,589,705 | 16,026,386 | [Consolidated Statements of Changes in Stockholders Deficit](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%20Deficit) This section outlines changes in the company's stockholders' deficit for the three months ended March 31, 2020 Changes in Stockholders Deficit (Three Months Ended March 31, 2020) | Metric | December 31, 2019 ($) | March 31, 2020 ($) | | :--------------------------------------- | :---------------- | :------------- | | Total Blue Star Foods Corp. Stockholder's Deficit | $(161,684) | $(977,245) | | NonControlling Interest | $(358,028) | $(346,662) | | Total Stockholder's Deficit | $(519,712) | $(1,323,907) | - The company issued **14,130 shares** of common stock as an **8% dividend** on Series A Preferred Stock, valued at **$28,259**, during the three months ended March 31, 2020[23](index=23&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents the cash inflows and outflows from operating, investing, and financing activities for Q1 2020 and 2019 Consolidated Statements of Cash Flows (Three Months Ended March 31) | Metric | 2020 ($) | 2019 ($) | | :---------------------------------------------- | :------------ | :------------ | | Net cash provided by (used) in operating activities | $1,857,853 | $(1,688,467) | | Net cash used in investing activities | $(13,230) | $(3,670) | | Net provided by (used in) financing activities | $(1,998,594) | $1,503,148 | | NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $(139,365) | $(242,839) | | CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | $56,445 | $104,387 | [Note 1. Company Overview](index=10&type=section&id=Note%201.%20Company%20Overview) This note provides an overview of Blue Star Foods Corp.'s business, including its operations and recent acquisition activities - Blue Star Foods Corp. is a sustainable seafood company based in Miami, Florida, primarily importing and distributing blue and red swimming crab meat from Indonesia, Philippines, and China under various brand names[27](index=27&type=chunk) - On November 26, 2019, the Company's subsidiary, John Keeler & Co., Inc., completed the acquisition of Coastal Pride Company, Inc., a seafood company importing pasteurized and fresh crabmeat from Mexico and Latin America[28](index=28&type=chunk)[30](index=30&type=chunk) Pro Forma Financial Information (Three Months Ending March 31, 2019) - Assuming all acquisitions on Jan 1, 2019 | Metric | March 31, 2019 ($) | | :---------------------------------------------- | :------------- | | Revenue | $9,178,661 | | Net Loss | $(1,596,396) | | Basic and Diluted Loss per Share | $(0.10) | | Basic and Diluted Weighted Average Common Shares Outstanding | 16,026,386 | [Note 2. Basis of Presentation and Summary of Significant Accounting Policies](index=11&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note details the basis of financial statement presentation and outlines the company's significant accounting policies - The unaudited interim consolidated financial statements are prepared under SEC rules and GAAP, reflecting normal recurring adjustments[34](index=34&type=chunk) - The Company advances payments to suppliers, including related party Bacolod, for future product shipments, with a balance due of approximately **$1,301,900** as of March 31, 2020, representing about six months of purchases[35](index=35&type=chunk)[36](index=36&type=chunk) - The Company adopted ASC 718 for employee stock-based compensation and ASU 2018-07 for non-employee stock-based compensation, aligning accounting for share-based payments[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - Revenue is recognized when customers obtain control of promised goods or services, in accordance with Topic 606, with shipping and handling treated as fulfillment activities[42](index=42&type=chunk)[43](index=43&type=chunk) - Effective January 1, 2019, the Company adopted ASC 842 for lease accounting, recognizing right-of-use assets and lease obligations on the balance sheet, with all leases categorized as operating leases as of March 31, 2020[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) Lease-Related Assets and Liabilities (March 31, 2020) | Category | Amount ($) | | :------------------------ | :--------------- | | Operating lease assets | $1,190,706 | | Current lease liabilities | $162,112 | | Noncurrent lease liabilities | $1,052,671 | Operating Lease Terms (March 31, 2020) | Metric | Value | | :-------------------------- | :----------- | | Weighted-average remaining lease term | 5.81 years | | Weighted-average discount rate | 5.4% | [Note 3. Going Concern](index=15&type=section&id=Note%203.%20Going%20Concern) This note addresses the company's ability to continue as a going concern, citing financial challenges and mitigation strategies - The Company's ability to continue as a going concern is in substantial doubt due to a net loss of **$853,647**, an accumulated deficit of **$9,831,132**, and a working capital deficit of **$3,610,126** for the three months ended March 31, 2020[54](index=54&type=chunk) - Continuation is dependent on increasing revenues, executing business plans to acquire complementary companies, raising capital, and maintaining adequate working capital[54](index=54&type=chunk) [Note 4. Consolidation of Variable Interest Entities](index=15&type=section&id=Note%204.%20Consolidation%20of%20Variable%20Interest%20Entities) This note explains the consolidation of Strike the Gold Foods Ltd. as a Variable Interest Entity (VIE) - The Company consolidates Strike the Gold Foods Ltd. ('Strike'), a UK-based related party, as a Variable Interest Entity (VIE) since April 1, 2014, with Strike's equity classified as non-controlling interest[55](index=55&type=chunk) Strike the Gold Foods Ltd. (VIE) Financials | Metric | March 31, 2020 ($) | December 31, 2019 ($) | | :------------------------- | :------------- | :---------------- | | Assets | $113,732 | $128,166 | | Liabilities | $4,849 | $30,649 | | Non-controlling interest | $(479,490) | $(476,250) | [Note 5. Debt](index=15&type=section&id=Note%205.%20Debt) This note details the company's various debt instruments, including revolving credit lines and promissory notes - The Company has a **$14,000,000** revolving line of credit with ACF Finco I, LP, secured by all assets of John Keeler & Co., Inc., bearing an interest rate of **10.83%** as of March 31, 2020[57](index=57&type=chunk)[58](index=58&type=chunk)[63](index=63&type=chunk) - As of March 31, 2020, the outstanding balance on the ACF line of credit was approximately **$4,989,400**, down from **$6,918,000** at December 31, 2019[63](index=63&type=chunk) - The Company was in violation of its minimum EBITDA covenant and exceeded the advances to Bacolod covenant during the three months ended March 31, 2020[62](index=62&type=chunk) - Unsecured promissory notes to the Company's stockholder totaled approximately **$2,910,000** as of March 31, 2020, bearing **6%** annual interest and subordinated to the ACF working capital line of credit[64](index=64&type=chunk) - The Kenar Note, a **$1,000,000** promissory note, had an outstanding principal of **$872,500** as of March 31, 2020, with an **18%** interest rate, and was amended in May 2020 to extend maturity and adjust terms[65](index=65&type=chunk) - The Lobo Note, initially **$100,000** at **18%** interest, was paid off on April 1, 2020, with a new six-month unsecured promissory note of **$100,000** at **10%** interest[66](index=66&type=chunk) - Several subordinated promissory notes were issued as part of the Coastal Pride acquisition, including a **$500,000** note to Walter Lubkin Jr. and convertible notes totaling **$210,000** to Walter Lubkin III, Tracy Greco, and John Lubkin, all bearing **4%** interest[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) [Note 6. Common Stock](index=18&type=section&id=Note%206.%20Common%20Stock) This note describes common stock issuances, including dividends to Series A Preferred stockholders - On January 23, 2020, **14,130 shares** of common stock were issued to Series A Preferred stockholders as a common stock dividend, with an aggregate value of **$28,259**[73](index=73&type=chunk) [Note 7. Options](index=18&type=section&id=Note%207.%20Options) This note provides details on the company's stock option activity and outstanding options Option Activity (Three Months Ended March 31, 2020) | Metric | Number of Options | Weighted Average Exercise Price ($) | | :-------------------------- | :---------------- | :------------------------------ | | Outstanding - Dec 31, 2019 | 3,810,000 | $2.00 | | Exercisable - Dec 31, 2019 | 3,120,000 | $2.00 | | Vested | 3,280,000 | | | Outstanding - Mar 31, 2020 | 3,810,000 | $2.00 | | Exercisable - Mar 31, 2020 | 3,280,000 | $2.00 | - There was no option activity (granted, forfeited) for the three months ending March 31, 2020[75](index=75&type=chunk) [Note 8. Warrants](index=19&type=section&id=Note%208.%20Warrants) This note provides details on the company's warrant activity and outstanding warrants Warrant Activity (Three Months Ended March 31, 2020) | Metric | Number of Warrants | Weighted Average Exercise Price ($) | | :-------------------------- | :----------------- | :------------------------------ | | Outstanding - Dec 31, 2019 | 353,250 | $2.40 | | Exercisable - Dec 31, 2019 | 353,250 | $2.40 | | Outstanding - Mar 31, 2020 | 353,250 | $2.40 | | Exercisable - Mar 31, 2020 | 353,250 | $2.40 | - There was no warrant activity (granted, forfeited, expired) for the three months ending March 31, 2020[77](index=77&type=chunk) [Note 9. Commitment and Contingencies](index=19&type=section&id=Note%209.%20Commitment%20and%20Contingencies) This note outlines the company's lease commitments, guarantees, and settlement agreements - The Company leases its Miami office and warehouse from a related party (JK Real Estate) with a lease expiring in July 2021, and is a guarantor of the facility's mortgage, with a maximum exposure of approximately **$1,259,300** as of March 31, 2020[78](index=78&type=chunk) - The Company also leases office space in Beaufort, South Carolina, for Coastal Pride Seafood, LLC, under two related-party leases with approximately **6 years** remaining[79](index=79&type=chunk) Rental and Equipment Lease Expenses (Three Months Ended March 31) | Year | Amount ($) | | :--- | :---------- | | 2020 | $63,500 | | 2019 | $58,500 | - The Company has reached a settlement agreement with a former employee and has reserved the entire amount[80](index=80&type=chunk) [Note 10. COVID-19 Pandemic](index=19&type=section&id=Note%2010.%20COVID-19%20Pandemic) This note discusses the anticipated adverse impact of the COVID-19 pandemic on the company's operations and sales - The COVID-19 pandemic is expected to have an adverse impact on the Company's operations, sales, and supply due to decreased demand and sourcing difficulties[81](index=81&type=chunk) - The Company has implemented measures to reduce expenses in response to potential demand reduction[81](index=81&type=chunk) [Note 11. Subsequent Events](index=20&type=section&id=Note%2011.%20Subsequent%20Events) This note details significant events occurring after the reporting period, including financing and debt amendments - On April 17, 2020, the Company secured a **$344,762** loan under the CARES Act Payroll Protection Program, with a **1%** interest rate and two-year maturity, potentially forgivable[83](index=83&type=chunk) - On May 7, 2020, an amendment to the ACF loan agreement acknowledged the PPP loan, reserved rights regarding an EBITDA covenant default, and increased the default interest rate by **3%**[84](index=84&type=chunk) - On May 21, 2020, the Kenar Note was amended to extend its maturity to March 31, 2021, set the interest rate at **18%**, and require one-third of any equity capital raise to reduce its principal[85](index=85&type=chunk) - On April 1, 2020, the Lobo Note was paid off with a new six-month, **$100,000** unsecured promissory note bearing **10%** interest[86](index=86&type=chunk) - On May 27, 2020, **14,130 shares** of common stock, valued at **$28,261**, were issued to Series A Preferred stockholders as a dividend related to December 31, 2019[87](index=87&type=chunk) - On May 27, 2020, the Company issued **5,000 shares** of common stock for **$10,000** in a private offering to an accredited investor[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, results of operations, liquidity, and capital resources for Q1 2020 - The discussion includes forward-looking statements subject to risks and uncertainties, including those related to COVID-19[90](index=90&type=chunk) - The Company, formerly AG Acquisition Group II, Inc., acquired John Keeler & Co., Inc. in November 2018 and Coastal Pride Company, Inc. in November 2019, transitioning into an international seafood company[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) [Overview](index=21&type=section&id=Overview) This section provides a brief history of the company and details its recent acquisition of Coastal Pride Company, Inc. - The Company was incorporated on October 17, 2017, as a blank check company and subsequently acquired John Keeler & Co., Inc. in November 2018, changing its name to Blue Star Foods Corp[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - In November 2019, the Company acquired Coastal Pride Company, Inc., a seafood importer and seller of premium branded crabmeat, for cash, promissory notes, and common stock[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - The acquisition consideration included **$394,622** in cash, a **$500,000** five-year **4%** promissory note, **$210,000** in three-year **4%** convertible promissory notes, and **1,295,000 shares** of common stock[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) [COVID-19 Impact](index=23&type=section&id=COVID-19%20Impact) This section discusses the significant decrease in revenue and business interruption caused by the COVID-19 pandemic - The COVID-19 pandemic has led to a significant decrease in revenue and business interruption, prompting management to reduce expenses across payroll, marketing, sales, and warehousing[107](index=107&type=chunk)[108](index=108&type=chunk) - The full impact of COVID-19 on operations, sales, and supply chain remains uncertain and could materially adversely affect the Company's financial condition[107](index=107&type=chunk)[108](index=108&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including revenue, gross profit, and net loss, for Q1 2020 versus Q1 2019 Key Financial Performance (Three Months Ended March 31) | Metric | 2020 ($) | 2019 ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | | Net Revenue | $4,571,614 | $6,510,774 | -29.8% | | Cost of Goods Sold | $4,148,398 | $5,600,914 | -25.9% | | Gross Profit | $423,216 | $909,860 | -53.5% | | Commissions Expenses | $66,829 | $18,810 | +255.3% | | Salaries and Wages Expense | $409,181 | $1,116,748 | -63.4% | | Other Operating Expense | $524,198 | $775,406 | -32.4% | | Interest Expense | $276,655 | $238,193 | +16.1% | | Net Loss | $(853,647) | $(1,239,297) | -31.1% | - Net revenue decreased by **29.8%** due to a decrease in poundage from phasing out private label business and a **20.8%** decrease in average selling price per pound[111](index=111&type=chunk) - Gross profit margin decreased by **$486,644**, primarily due to a reduction in selling price not fully offset by a drop in inventory cost[113](index=113&type=chunk) - Salaries and wages expense decreased significantly by **63.4%**, mainly due to a **$630,182** reduction in non-cash stock-based compensation and a **$77,385** strategic reduction in salaries[115](index=115&type=chunk) - Interest expense increased by **16.1%** due to an increase in the average cost of borrowed funds from **12.0%** to **15.7%**, despite a decrease in average funds borrowed[117](index=117&type=chunk) - The net loss decreased by **31.1%**, primarily attributable to the reduction in non-cash operating expenses related to stock compensation[118](index=118&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's cash position, working capital, and sources of liquidity, including the impact of COVID-19 - As of March 31, 2020, the Company had cash of **$56,455** (including **$33,486** restricted cash) and a working capital deficit of **$3,610,126**[120](index=120&type=chunk) - Primary liquidity sources include inventory (**$4,784,499**) and accounts receivable (**$1,921,761**)[120](index=120&type=chunk) - The COVID-19 pandemic may negatively impact the Company's ability to raise financing and access capital[122](index=122&type=chunk) - Cash provided by operating activities significantly increased to **$1,857,853** for the three months ended March 31, 2020, from a cash usage of **$1,688,467** in the prior year, driven by a **$3,053,140** reduction in inventory[130](index=130&type=chunk) - Cash used in financing activities was **$1,998,594**, primarily due to a reduction of the revolving working capital line of credit and payment of loan costs[132](index=132&type=chunk) [Off-Balance Sheet Arrangements](index=26&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the company currently has no off-balance sheet arrangements - The Company currently has no off-balance sheet arrangements[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Blue Star Foods Corp. is not required to provide market risk disclosures - The Company is a smaller reporting company and is exempt from providing market risk disclosures[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, with remediation plans underway - Disclosure controls and procedures were deemed ineffective as of March 31, 2020[135](index=135&type=chunk) - Material weaknesses identified include the lack of an audit committee with a financial expert and inadequate segregation of duties due to limited personnel and technical accounting expertise[137](index=137&type=chunk) - Management believes these weaknesses did not affect financial results but could lead to material misstatements if not remediated[138](index=138&type=chunk) - Remediation plans include establishing an audit committee with a financial expert, creating a position for segregated duties, hiring personnel with technical accounting expertise, and appointing a Chief Financial Officer[139](index=139&type=chunk) - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect internal control during the period[141](index=141&type=chunk) PART II - OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal, equity, and control matters [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) There are no pending legal proceedings involving the Company or its related parties that are adverse to the Company - No pending legal proceedings exist where the Company or its related parties are adverse to the Company or have a material adverse interest[143](index=143&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Blue Star Foods Corp. is not required to provide risk factor information under this item - The Company is a smaller reporting company and is not required to provide risk factor information under this item[147](index=147&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued unregistered common stock for professional fees and dividends, exempt under Section 4(2) of the Securities Act - On January 23, 2020, the Company issued **87,700 shares** of common stock to Newbridge Securities Corporation for professional fees and **70,321 shares** (40,000 + 30,321) to MEC Consulting, Inc. for professional and legal fees[149](index=149&type=chunk) - On March 31, 2020, **14,130 shares** of common stock were issued to Series A convertible preferred stockholders as quarterly dividends[149](index=149&type=chunk) - These issuances were exempt from registration requirements under Section 4(2) of the Securities Act of 1933[150](index=150&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during the period covered by this report - No defaults upon senior securities occurred[151](index=151&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable[151](index=151&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - No other information is reported[152](index=152&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including certifications from officers and XBRL documents - Exhibits include certifications (**31.1, 31.2, 32.1, 32.2**) from the Principal Executive Officer and Principal Financial Officer[152](index=152&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents (Schema, Calculation, Definition, Label, Presentation) are filed[152](index=152&type=chunk) SIGNATURES This section contains the official signatures for the Quarterly Report, confirming its submission [Signatures](index=29&type=section&id=Signatures) The report was signed on July 6, 2020, by John Keeler, serving as Executive Chairman, CEO, and CFO - The report was signed on July 6, 2020, by John Keeler, who holds the titles of Executive Chairman, Chief Executive Officer, and Chief Financial Officer[156](index=156&type=chunk)

[Part I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Blue Star Foods Corp. is an international seafood company specializing in the import, packaging, and sale of refrigerated pasteurized crab meat and other premium products, emphasizing sustainable sourcing and strategic growth - The company operates as an international seafood entity that imports, packages, and sells refrigerated pasteurized crab meat and other premium seafood products under brands like **Blue Star**, **Oceanica**, and **Coastal Pride Fresh**[46](index=46&type=chunk) - The company's growth strategy involves both organic expansion through new species and value-added products, and strategic acquisitions to create a vertically integrated seafood company[49](index=49&type=chunk)[50](index=50&type=chunk)[71](index=71&type=chunk) - A key differentiator is the company's focus on **sustainability and traceability**, utilizing a proprietary GPS-based system and a QR code-enabled application to track products from harvest to the end customer[51](index=51&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - The company holds patents in the US and other countries for its **eco-friendly flexible foil pouches**, offering a sustainable alternative to traditional metal can packaging[61](index=61&type=chunk) - Significant **supplier concentration** exists, with three suppliers accounting for approximately **63% of total purchases in 2019**, and one affiliated supplier, Bacolod Blue Star Export Corp., accounted for **27% of purchases**[82](index=82&type=chunk) - The company faces **customer concentration risk**, with three customers representing approximately **47% of revenue in fiscal year 2019**[90](index=90&type=chunk) [Risk Factors](index=15&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including dependence on crab meat supply, reliance on key suppliers and customers, the need for capital due to a 'going concern' notice, operational challenges, financial constraints from debt and COVID-19, and illiquid 'penny stock' status with concentrated ownership - The company's independent auditor has issued a **"going concern" opinion**, citing a **net loss of $5.0 million**, an **accumulated deficit of $9.0 million**, and a **working capital deficit of $2.8 million** for the year ended December 31, 2019, with continued operations dependent on raising capital and increasing revenues[138](index=138&type=chunk) - The business is highly dependent on a few key suppliers and customers; in 2019, **two suppliers accounted for 42% of purchases**, and **three customers accounted for 46% of revenue**, making the loss of any critical[133](index=133&type=chunk)[134](index=134&type=chunk) - The company's debt agreement with ACF Finco I LP contains restrictive covenants limiting its ability to sell assets, incur more debt, or pay dividends, with **$6.9 million in outstanding debt to ACF** as of December 31, 2019[152](index=152&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) - The **COVID-19 pandemic** poses a significant risk, potentially disrupting operations, distribution, and the ability to raise capital due to widespread economic downturn and financial market volatility[238](index=238&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - The company's common stock is considered a **"penny stock,"** potentially making it less attractive to investors and harder to trade due to stringent broker-dealer regulations[215](index=215&type=chunk)[217](index=217&type=chunk) - Executive officers, directors, and principal stockholders own approximately **85.4% of the common stock**, granting them significant influence over corporate matters and potentially entrenching management[224](index=224&type=chunk) [Unresolved Staff Comments](index=32&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) As a smaller reporting company, Blue Star Foods Corp. is not required to provide information for this item - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this Item[240](index=240&type=chunk) [Properties](index=32&type=section&id=ITEM%202.%20PROPERTIES) The company leases its primary 16,800 sq. ft. office and warehouse in Miami from a related party, with the lease expiring in June 2021, and also guarantees its mortgage, while a subsidiary leases office space in South Carolina - The company leases its main **16,800 sq. ft. office/warehouse in Miami** for **$16,916 per month** from Keeler Real Estate Holding, Inc., a related party, with the lease expiring in **June 2021**[241](index=241&type=chunk) - The company guarantees the mortgage on the Miami facility, which had a balance of approximately **$1.28 million** as of December 31, 2019[241](index=241&type=chunk) - Subsidiary Coastal Pride leases **1,106 sq. ft. of office space in Beaufort, South Carolina**, with a lease expiring in **2024**[241](index=241&type=chunk) [Legal Proceedings](index=32&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company reports that there are no pending legal proceedings to which it, or any of its directors, officers, affiliates, or major security holders, is a party - There are no pending legal proceedings involving the company or its directors, officers, or affiliates[242](index=242&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - This item is not applicable[243](index=243&type=chunk) [Part II](index=33&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on OTC pink sheets with limited activity, has 17.56 million shares outstanding, and has never paid dividends, with future earnings retained for growth and restricted by debt covenants, while an equity incentive plan authorizes stock-based compensation - The company's common stock has been quoted on the **OTC pink sheets** under **"BSFC"** since February 18, 2020, with a limited trading market[246](index=246&type=chunk) - As of May 27, 2020, there were **17,557,575 shares of common stock outstanding** held by **46 stockholders of record**[248](index=248&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future, with its loan agreement also prohibiting them[249](index=249&type=chunk) Equity Compensation Plan Information | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,825,000(1) | 2.00 | 3,675,000 | | Equity compensation plans not approved by security holders | 0 | 0 | 0 | [Selected Financial Data](index=34&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) As a smaller reporting company, Blue Star Foods Corp. is not required to provide information for this item - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this Item[255](index=255&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Net sales decreased by 25.9% to $23.8 million in 2019, resulting in a $5.0 million net loss due to lower revenue and higher non-cash compensation, straining liquidity with a $2.8 million working capital deficit and a 'going concern' notice, further impacted by COVID-19 Key Financial Performance Metrics | Metric | 2019 ($) | 2018 ($) | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Net Sales | 23,829,463 | 32,165,933 | -25.9% | Exit from private label business and 8% decrease in commodity value | | Gross Profit | 3,219,463 | 4,938,269 | -34.8% | Decreased revenues and tightening profit margins | | Net Loss | (5,021,703) | (2,277,116) | +120.5% | Lower revenue, margin contraction, and increased non-cash stock-based compensation | - Salaries and wages expense increased to **$3.9 million in 2019** from **$2.6 million in 2018**, primarily due to a rise in non-cash stock-based compensation from **$0.8 million to $2.3 million**[270](index=270&type=chunk) - The company had a **working capital deficit of $2.79 million** as of December 31, 2019, an increase from the **$1.15 million deficit in 2018**, primarily due to decreased inventory and accounts receivable, and an increase in related party notes payable[278](index=278&type=chunk) - The company's revolving line of credit with ACF had an outstanding balance of approximately **$6.9 million as of December 31, 2019**, down from **$8.2 million in 2018**, and the company failed to meet certain financial covenants during 2019[281](index=281&type=chunk)[417](index=417&type=chunk) - The **COVID-19 pandemic** has caused a significant decrease in revenue in the year-to-date period of 2020 compared to 2019, prompting management to reduce expenses[261](index=261&type=chunk)[262](index=262&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Blue Star Foods Corp. is not required to provide information for this item - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this Item[315](index=315&type=chunk) [Financial Statements and Supplementary Data](index=43&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the independent auditor's report, including a 'Going Concern' opinion, and consolidated financial statements showing total assets of $15.7 million, total liabilities of $16.3 million, and a net loss of $5.0 million for 2019, with notes detailing accounting policies, debt, and subsequent events like a PPP loan - The independent auditor's report includes a **"Going Concern" paragraph**, noting that the company's recurring losses and net capital deficiency raise substantial doubt about its ability to continue as a going concern[318](index=318&type=chunk) Consolidated Balance Sheets | (In thousands) | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Total Current Assets | $11,780 | $13,154 | | Total Assets | $15,746 | $13,481 | | **Liabilities & Equity** | | | | Total Current Liabilities | $14,566 | $14,301 | | Total Liabilities | $16,266 | $14,301 | | Total Stockholder's Deficit | ($520) | ($820) | Consolidated Statements of Operations | (In thousands) | Year Ended Dec 31, 2019 | Year Ended Dec 31, 2018 | | :--- | :--- | :--- | | Revenue, Net | $23,829 | $32,166 | | Gross Profit | $3,219 | $4,938 | | Loss from Operations | ($3,953) | ($1,268) | | Net Loss | ($5,022) | ($2,277) | | Net Loss per Share (Basic & Diluted) | ($0.31) | ($0.15) | - Subsequent to year-end, on April 17, 2020, the company received a loan of **$344,762** under the **Paycheck Protection Program (PPP)**[477](index=477&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=74&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reported no disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None reported[483](index=483&type=chunk) [Controls and Procedures](index=74&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2019, due to material weaknesses like the lack of an audit committee with a financial expert and inadequate segregation of duties, with remediation plans including establishing an audit committee and hiring accounting expertise - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2019[484](index=484&type=chunk) - Material weaknesses identified include the **lack of an audit committee with a financial expert** and **inadequate segregation of duties** and technical accounting expertise within the accounting function[490](index=490&type=chunk) - Remediation plans include establishing an audit committee, hiring personnel with technical accounting expertise, and hiring a chief financial officer[492](index=492&type=chunk) [Other Information](index=76&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reported no other information for this item - None[497](index=497&type=chunk) [Part III](index=76&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=76&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company's board comprises two directors, John Keeler and Nubar Herian, with the full board handling nominating, audit, and compensation functions due to the absence of dedicated committees, presenting potential conflicts of interest, and a formal code of ethics has not yet been adopted - The board of directors consists of two members: **John Keeler** (Executive Chairman) and **Nubar Herian** (Director)[498](index=498&type=chunk)[500](index=500&type=chunk) - The company does not have separate nominating, audit, or compensation committees; these responsibilities are managed by the entire board[509](index=509&type=chunk) - The company intends to adopt a code of ethics but has not yet done so[508](index=508&type=chunk) [Executive Compensation](index=79&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive compensation for 2019 included total compensation of $152,861 for John Keeler, $178,320 for Carlos Faria, and $252,824 for Christopher Constable, who held options for 3.12 million shares, while the 2018 Equity Incentive Plan authorizes up to 7.5 million shares for awards Summary Compensation Table | Name and Principal Position | Fiscal Year | Salary ($) | Total ($) | | :--- | :--- | :--- | :--- | | John Keeler (CEO & Exec. Chairman) | 2019 | 104,595 | 152,861 | | | 2018 | 104,959 | 131,424 | | Carlos Faria (Former President & CEO) | 2019 | 176,154 | 178,320 | | | 2018 | 150,000 | 154,398 | | Christopher Constable (Former CFO) | 2019 | 248,111 | 252,824 | | | 2018 | 253,475 | 257,873 | - As of December 31, 2019, former CFO Christopher Constable held exercisable options for **3,120,000 shares** at an exercise price of **$2.00**, expiring on November 8, 2028[523](index=523&type=chunk)[573](index=573&type=chunk) - The company adopted the **2018 Equity Incentive Plan**, reserving **7,500,000 shares of common stock** for issuance as stock-based compensation awards[525](index=525&type=chunk)[526](index=526&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=84&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of May 27, 2019, the company's ownership is highly concentrated, with John Keeler beneficially owning 85.4% of common stock, Christopher H. Constable 15.1% through options, and Nubar Herian 2.6%, resulting in all current directors and executive officers collectively owning 89.7%, granting them significant control Beneficial Ownership Table | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Beneficial Ownership | | :--- | :--- | :--- | | John Keeler | 15,000,000 | 85.4% | | Christopher H. Constable (Former CFO) | 3,120,000 | 15.1% | | Nubar Herian | 471,467 | 2.6% | | All current directors and executive officers as a group | 18,591,467 | 89.7% | - Ownership percentages are based on **17,557,575 shares of common stock outstanding** as of May 29, 2020[557](index=557&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=85&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company has engaged in material related-party transactions, including $2.9 million in notes to CEO John Keeler, significant inventory purchases from his 95%-owned entity Bacolod, and a lease for its main facility from a Keeler family-owned entity, with Mr. Keeler also guaranteeing company debt, and the board having one non-independent director - The company has approximately **$2.91 million** in outstanding **6% demand promissory notes** issued to CEO John Keeler[564](index=564&type=chunk) - The company purchased approximately **$5.6 million** and **$11.0 million** of inventory in 2019 and 2018, respectively, from Bacolod, an exporter **95% owned by CEO John Keeler**[565](index=565&type=chunk)[566](index=566&type=chunk) - The company leases its primary office/warehouse from Keeler Real Estate, a corporation owned by trusts for CEO John Keeler's children, for **$16,916 per month**, and also guarantees the mortgage on this facility[568](index=568&type=chunk) - Director Nubar Herian purchased **600 Units** in the company's offering for **$600,000** on November 8, 2018[574](index=574&type=chunk) - **John Keeler is not an independent director**, and the independence of the other director, Nubar Herian, has not been assessed[579](index=579&type=chunk) [Principal Accountant Fees and Services](index=86&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company disclosed fees paid to its principal accountants, MaloneBailey, LLP, totaling $94,175 in 2019 ($91,000 for audit fees) and $88,700 in 2018, with all services pre-approved by the board of directors acting as the audit committee Principal Accountant Fees | Fee Category | Year Ended Dec 31, 2019 ($) | Year Ended Dec 31, 2018 ($) | | :--- | :--- | :--- | | Audit fees | 91,000 | 81,000 | | All other fees | 3,175 | 7,700 | | **Total fees** | **94,175** | **88,700** | - The board of directors pre-approves all audit and permissible non-audit services, as the company has not yet established a formal audit committee[586](index=586&type=chunk)[588](index=588&type=chunk) [Part IV](index=88&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=88&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed with the Annual Report, including merger agreements, corporate governance documents, financing agreements, related-party promissory notes, the 2018 Equity Incentive Plan, and officer certifications - Lists all exhibits filed with the Form 10-K, including merger agreements, corporate governance documents, financing agreements, and executive certifications[590](index=590&type=chunk)[591](index=591&type=chunk)[592](index=592&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) D ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delawa ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaw ...