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 ...

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, 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) Delaw ...

[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 ...