false
Q2
--12-31
0001730773
P5Y
P5Y
P5Y
P5Y
P1Y
0001730773
2024-01-01
2024-06-30
0001730773
2024-08-14
0001730773
2024-06-30
0001730773
2023-12-31
0001730773
us-gaap:RelatedPartyMember
2024-06-30
0001730773
us-gaap:RelatedPartyMember
2023-12-31
0001730773
BSFC:SeriesAEightPrecentageCumulativeConvertiblePreferredMember
2024-01-01
2024-06-30
0001730773
BSFC:SeriesAEightPrecentageCumulativeConvertiblePreferredMember
2023-01-01
2023-12-31
0001730773
BSFC:SeriesAEightPrecentageCumulativeConvertiblePreferredMember
2024-06-30
0001730773
BSFC:SeriesAEightPrecentageCumulativeConvertiblePreferredMember
2023-12-31
0001730773
2024-04-01
2024-06-30
0001730773
2023-04-01
2023-06-30
0001730773
2023-01-01
2023-06-30
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-12-31
0001730773
us-gaap:CommonStockMember
2023-12-31
0001730773
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001730773
us-gaap:RetainedEarningsMember
2023-12-31
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-12-31
0001730773
BSFC:TreasuryStocksMember
2023-12-31
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-03-31
0001730773
us-gaap:CommonStockMember
2024-03-31
0001730773
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
0001730773
us-gaap:RetainedEarningsMember
2024-03-31
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-03-31
0001730773
BSFC:TreasuryStocksMember
2024-03-31
0001730773
2024-03-31
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2022-12-31
0001730773
us-gaap:CommonStockMember
2022-12-31
0001730773
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001730773
us-gaap:RetainedEarningsMember
2022-12-31
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-12-31
0001730773
BSFC:TreasuryStocksMember
2022-12-31
0001730773
2022-12-31
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-03-31
0001730773
us-gaap:CommonStockMember
2023-03-31
0001730773
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001730773
us-gaap:RetainedEarningsMember
2023-03-31
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-03-31
0001730773
BSFC:TreasuryStocksMember
2023-03-31
0001730773
2023-03-31
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-01-01
2024-03-31
0001730773
us-gaap:CommonStockMember
2024-01-01
2024-03-31
0001730773
us-gaap:AdditionalPaidInCapitalMember
2024-01-01
2024-03-31
0001730773
us-gaap:RetainedEarningsMember
2024-01-01
2024-03-31
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-01-01
2024-03-31
0001730773
BSFC:TreasuryStocksMember
2024-01-01
2024-03-31
0001730773
2024-01-01
2024-03-31
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-04-01
2024-06-30
0001730773
us-gaap:CommonStockMember
2024-04-01
2024-06-30
0001730773
us-gaap:AdditionalPaidInCapitalMember
2024-04-01
2024-06-30
0001730773
us-gaap:RetainedEarningsMember
2024-04-01
2024-06-30
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-04-01
2024-06-30
0001730773
BSFC:TreasuryStocksMember
2024-04-01
2024-06-30
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-01-01
2023-03-31
0001730773
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001730773
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001730773
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-01-01
2023-03-31
0001730773
BSFC:TreasuryStocksMember
2023-01-01
2023-03-31
0001730773
2023-01-01
2023-03-31
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-04-01
2023-06-30
0001730773
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001730773
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001730773
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-04-01
2023-06-30
0001730773
BSFC:TreasuryStocksMember
2023-04-01
2023-06-30
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2024-06-30
0001730773
us-gaap:CommonStockMember
2024-06-30
0001730773
us-gaap:AdditionalPaidInCapitalMember
2024-06-30
0001730773
us-gaap:RetainedEarningsMember
2024-06-30
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-06-30
0001730773
BSFC:TreasuryStocksMember
2024-06-30
0001730773
us-gaap:PreferredStockMember
us-gaap:SeriesAPreferredStockMember
2023-06-30
0001730773
us-gaap:CommonStockMember
2023-06-30
0001730773
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001730773
us-gaap:RetainedEarningsMember
2023-06-30
0001730773
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-06-30
0001730773
BSFC:TreasuryStocksMember
2023-06-30
0001730773
2023-06-30
0001730773
BSFC:GaultSeafoodLLCMember
BSFC:AssetPurchaseMember
2022-02-01
2022-02-03
0001730773
BSFC:GaultSeafoodLLCMember
BSFC:AssetPurchaseMember
2022-02-03
0001730773
BSFC:MasterServiceAgreementMember
BSFC:AfritexVenturesIncMember
2024-02-01
2024-02-01
0001730773
BSFC:OptionAgreementMember
BSFC:AfritexVenturesIncMember
2024-02-12
2024-02-12
0001730773
BSFC:OptionAgreementMember
BSFC:AfritexVenturesIncMember
BSFC:SharesHeldInEscrowMember
2024-02-12
2024-02-12
0001730773
BSFC:MasterServiceAgreementMember
BSFC:AfritexVenturesIncMember
2024-02-12
2024-02-12
0001730773
BSFC:MasterServiceAgreementMember
BSFC:AfritexVenturesIncMember
2024-02-12
0001730773
2024-05-20
2024-05-20
0001730773
BSFC:BacolodBlueStarExportCorpMember
2024-01-01
2024-06-30
0001730773
BSFC:BacolodBlueStarExportCorpMember
2023-01-01
2023-06-30
0001730773
2023-01-01
2023-12-31
0001730773
us-gaap:FairValueInputsLevel3Member
2024-06-30
0001730773
us-gaap:FairValueInputsLevel3Member
2023-12-31
0001730773
us-gaap:MeasurementInputSharePriceMember
2023-12-31
0001730773
us-gaap:MeasurementInputExpectedDividendRateMember
2023-12-31
0001730773
us-gaap:MeasurementInputPriceVolatilityMember
srt:MinimumMember
2023-12-31
0001730773
us-gaap:MeasurementInputPriceVolatilityMember
srt:MaximumMember
2023-12-31
0001730773
us-gaap:MeasurementInputRiskFreeInterestRateMember
srt:MinimumMember
2023-12-31
0001730773
us-gaap:MeasurementInputRiskFreeInterestRateMember
srt:MaximumMember
2023-12-31
0001730773
us-gaap:MeasurementInputExpectedTermMember
srt:MinimumMember
2023-12-31
0001730773
us-gaap:MeasurementInputExpectedTermMember
srt:MaximumMember
2023-12-31
0001730773
us-gaap:MeasurementInputSharePriceMember
2024-06-30
0001730773
us-gaap:MeasurementInputExpectedDividendRateMember
2024-06-30
0001730773
us-gaap:MeasurementInputPriceVolatilityMember
srt:MinimumMember
2024-06-30
0001730773
us-gaap:MeasurementInputPriceVolatilityMember
srt:MaximumMember
2024-06-30
0001730773
us-gaap:MeasurementInputRiskFreeInterestRateMember
srt:MinimumMember
2024-06-30
0001730773
us-gaap:MeasurementInputRiskFreeInterestRateMember
srt:MaximumMember
2024-06-30
0001730773
us-gaap:MeasurementInputExpectedTermMember
srt:MinimumMember
2024-06-30
0001730773
us-gaap:MeasurementInputExpectedTermMember
srt:MaximumMember
2024-06-30
0001730773
us-gaap:ComputerEquipmentMember
2024-06-30
0001730773
us-gaap:ComputerEquipmentMember
2023-12-31
0001730773
BSFC:RASSystemMember
2024-06-30
0001730773
BSFC:RASSystemMember
2023-12-31
0001730773
us-gaap:LeaseholdImprovementsMember
2024-06-30
0001730773
us-gaap:LeaseholdImprovementsMember
2023-12-31
0001730773
us-gaap:BuildingImprovementsMember
2024-06-30
0001730773
us-gaap:BuildingImprovementsMember
2023-12-31
0001730773
BSFC:KeelerAndCoMember
BSFC:LoanAgreementMember
2021-03-31
0001730773
BSFC:KeelerAndCoMember
BSFC:LoanAgreementMember
2021-03-01
2021-03-31
0001730773
BSFC:AFCMember
BSFC:LoanAgreementMember
2024-01-01
2024-06-30
0001730773
BSFC:AFCMember
BSFC:LoanAgreementMember
2024-06-30
0001730773
BSFC:TerminatedLoanAgreementMember
2023-06-16
2023-06-16
0001730773
BSFC:SixPercentDemandPromissoryNotesMember
BSFC:JohnKeelerMember
2024-06-30
0001730773
BSFC:SixPercentDemandPromissoryNotesMember
BSFC:JohnKeelerMember
2024-01-01
2024-06-30
0001730773
BSFC:SixPercentDemandPromissoryNotesMember
BSFC:JohnKeelerMember
2023-01-01
2023-06-30
0001730773
BSFC:FiveYearUnsecuredPromissoryNoteMember
BSFC:WalterLubkinJrMember
2019-11-26
0001730773
BSFC:FiveYearUnsecuredPromissoryNoteMember
BSFC:WalterLubkinJrMember
2019-11-26
2019-11-26
0001730773
BSFC:FiveYearUnsecuredPromissoryNoteMember
BSFC:WalterLubkinJrMember
2023-12-31
0001730773
BSFC:FiveYearUnsecuredPromissoryNoteMember
BSFC:WalterLubkinJrMember
2024-06-30
0001730773
BSFC:FiveYearUnsecuredPromissoryNoteMember
BSFC:WalterLubkinJrMember
2024-01-01
2024-06-30
0001730773
BSFC:FiveYearUnsecuredPromissoryNoteMember
BSFC:WalterLubkinJrMember
2023-01-01
2023-06-30
0001730773
BSFC:WalterLubkinJrMember
2024-06-30
0001730773
BSFC:WalterLubkinJrMember
2023-12-31
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2022-01-24
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2022-01-23
2022-01-24
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
srt:MaximumMember
2022-01-24
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2024-01-01
2024-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-01-01
2023-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2022-04-22
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
srt:MaximumMember
2022-04-22
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-01-01
2023-12-31
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-09-15
2023-09-15
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-05-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
srt:MaximumMember
2023-05-30
0001730773
2023-05-30
0001730773
BSFC:LindGlobalFundTwoLPMember
2023-05-30
0001730773
BSFC:PurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
BSFC:SeniorConvertiblePromissoryNoteMember
2023-07-27
0001730773
BSFC:PurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-07-27
0001730773
BSFC:PurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-07-27
2023-07-27
0001730773
BSFC:PurchaseAgrrementMember
2024-06-30
0001730773
BSFC:LindGlobalFundTwoLPMember
2024-01-01
2024-06-30
0001730773
BSFC:LindGlobalFundTwoLPMember
2024-06-30
0001730773
BSFC:LindGlobalFundTwoLPMember
2023-06-30
0001730773
BSFC:AgileLendingLLCLoanMember
2023-06-14
2023-06-14
0001730773
BSFC:AgileLendingLLCLoanMember
2023-06-23
2023-06-23
0001730773
BSFC:AgileLendingLLCLoanMember
2023-01-01
2023-12-31
0001730773
BSFC:AgileLendingLLCLoanMember
2023-10-19
2023-10-19
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanMember
2024-01-01
2024-06-30
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanMember
2024-06-30
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-01-02
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-01-02
2024-01-02
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-01-05
2024-01-05
0001730773
BSFC:SecurityAgreementMember
2024-01-02
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanOneMember
2024-01-01
2024-06-30
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanOneMember
2024-06-30
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-03-01
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-03-01
2024-03-01
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-03-07
2024-03-07
0001730773
BSFC:SecurityAgreementMember
2024-03-01
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanTwoMember
2024-01-01
2024-06-30
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanTwoMember
2024-06-30
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-05-09
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-05-09
2024-05-09
0001730773
BSFC:SecurityAgreementMember
BSFC:AgileLendingLLCAndAgileCapitalFundingLLCMember
2024-05-17
2024-05-17
0001730773
BSFC:SecurityAgreementMember
2024-05-09
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanThreeMember
2024-01-01
2024-06-30
0001730773
BSFC:AgileLendingLLCLoanMember
BSFC:LoanThreeMember
2024-06-30
0001730773
BSFC:MCAPlusAgreementMember
BSFC:ClearThinkCapitalMember
2024-01-18
0001730773
BSFC:MCAPlusAgreementMember
BSFC:ClearThinkCapitalMember
2024-01-18
2024-01-18
0001730773
BSFC:MCAPlusAgreementMember
BSFC:ClearThinkCapitalMember
2024-01-25
2024-01-25
0001730773
BSFC:ClearThinkCapitalMember
BSFC:LoanOneMember
2024-01-01
2024-06-30
0001730773
BSFC:ClearThinkCapitalMember
BSFC:LoanOneMember
2024-06-30
0001730773
BSFC:PromissoryNoteMember
BSFC:OneThousandEightHundredDiagonalLendingLLCMember
2024-04-16
0001730773
BSFC:PromissoryNoteMember
BSFC:OneThousandEightHundredDiagonalLendingLLCMember
2024-04-16
2024-04-16
0001730773
BSFC:OneThousandEightHundredDiagonalLendingLLCMember
BSFC:LoanTwoMember
2024-01-01
2024-06-30
0001730773
BSFC:OneThousandEightHundredDiagonalLendingLLCMember
BSFC:LoanTwoMember
2024-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:HartAssociatesLLCMember
2024-04-16
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:HartAssociatesLLCMember
2024-04-16
2024-04-16
0001730773
BSFC:PromissoryNoteMember
BSFC:FirstFireGlobalOpportunitiesFundLLCMember
2024-05-17
0001730773
BSFC:PromissoryNoteMember
BSFC:FirstFireGlobalOpportunitiesFundLLCMember
2024-05-17
2024-05-17
0001730773
BSFC:PromissoryNoteMember
BSFC:FirstFireGlobalOpportunitiesFundLLCMember
us-gaap:SubsequentEventMember
2024-08-17
0001730773
BSFC:PromissoryNoteMember
BSFC:FirstFireGlobalOpportunitiesFundLLCMember
srt:ScenarioForecastMember
2024-08-17
2024-12-31
0001730773
BSFC:PromissoryNoteMember
BSFC:FirstFireGlobalOpportunitiesFundLLCMember
srt:ScenarioForecastMember
2025-01-01
2025-04-30
0001730773
2023-01-01
2023-01-31
0001730773
BSFC:SalesAgreementMember
BSFC:RothCapitalPatnersLLCMember
2023-01-31
2023-01-31
0001730773
BSFC:AegisCapitalCorpMember
2023-02-14
2023-02-14
0001730773
BSFC:AegisCapitalCorpMember
2023-02-14
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:ClearThinkCapitalMember
2023-01-01
2023-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:ClearThinkCapitalMember
us-gaap:CommonStockMember
2023-01-01
2023-06-30
0001730773
BSFC:LindGlobalFundIILPMember
2023-01-01
2023-06-30
0001730773
BSFC:ClearThinkCapitalMember
2023-01-01
2023-06-30
0001730773
BSFC:ClearThinkCapitalMember
2024-01-25
2024-01-25
0001730773
BSFC:OptionAgreementMember
BSFC:AfritexTexasMember
2024-02-12
2024-02-12
0001730773
BSFC:HartAssociatesLLCMember
2024-05-22
2024-05-22
0001730773
BSFC:ClearThinkCapitalMember
2024-01-01
2024-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:ClearThinkCapitalMember
2024-01-01
2024-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:ClearThinkCapitalMember
2024-06-30
2024-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:ClearThinkCapitalMember
2024-07-01
2024-07-31
0001730773
BSFC:LindGlobalFundIILPMember
2024-01-01
2024-06-30
0001730773
BSFC:ClearThinkCapitalMember
us-gaap:CommonStockMember
2024-01-01
2024-06-30
0001730773
us-gaap:WarrantMember
2023-12-31
0001730773
us-gaap:WarrantMember
2023-01-01
2023-12-31
0001730773
us-gaap:WarrantMember
2024-01-01
2024-06-30
0001730773
us-gaap:WarrantMember
2024-06-30
0001730773
BSFC:SecuritiesPurchaseAgreementMember
BSFC:LindGlobalFundTwoLPMember
2023-05-30
2023-05-30
0001730773
BSFC:SeriesA1WarrantsMember
2023-09-11
0001730773
BSFC:SeriesA2WarrantsMember
2023-09-11
0001730773
BSFC:LeaseAgreementMember
2022-01-01
2022-01-01
0001730773
BSFC:LeaseAgreementMember
2024-01-01
2024-06-30
0001730773
BSFC:CoastalPrideSeafoodLLCMember
2022-01-01
0001730773
BSFC:CoastalPrideSeafoodLLCMember
2022-01-01
2022-01-01
0001730773
BSFC:CoastalPrideSeafoodLLCMember
2024-01-01
2024-06-30
0001730773
BSFC:GaultSeafoodLLCMember
2023-02-03
0001730773
BSFC:GaultSeafoodLLCMember
2023-02-01
2023-02-03
0001730773
2023-02-01
2023-02-03
0001730773
BSFC:GaultSeafoodLLCMember
2024-02-01
2024-02-03
0001730773
BSFC:GaultSeafoodLLCMember
2024-01-01
2024-06-30
0001730773
BSFC:TOBCMember
2024-01-01
2024-06-30
0001730773
BSFC:TOBCMember
BSFC:SteveAndAtkinsonMember
2024-01-01
2024-06-30
0001730773
BSFC:TOBCMember
BSFC:KathrynAtkinsonMember
2024-01-01
2024-06-30
0001730773
BSFC:ClearThinkCapitalMember
us-gaap:SubsequentEventMember
2024-07-17
2024-07-17
0001730773
us-gaap:SubsequentEventMember
BSFC:SecuritiesPurchaseAgreementMember
BSFC:ClearThinkCapitalMember
2024-07-01
2024-07-31
0001730773
us-gaap:SubsequentEventMember
BSFC:SecurityAgreementMember
BSFC:PromissoryNoteMember
2024-07-25
0001730773
us-gaap:SubsequentEventMember
BSFC:SecurityAgreementMember
BSFC:PromissoryNoteMember
2024-07-25
2024-07-25
0001730773
BSFC:SecurityPurchaseAgreementMember
us-gaap:SubsequentEventMember
2024-08-31
2024-08-31
0001730773
BSFC:SecuritiesPurchaseAgreementMember
us-gaap:SubsequentEventMember
BSFC:PromissoryNoteMember
2024-08-31
0001730773
BSFC:SecuritiesPurchaseAgreementMember
us-gaap:SubsequentEventMember
BSFC:PromissoryNoteMember
2024-08-31
2024-08-31
0001730773
us-gaap:SubsequentEventMember
2024-08-31
0001730773
us-gaap:SubsequentEventMember
2024-08-31
2024-08-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:CAD
utr:sqft
BSFC:Integer
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, 2024
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: 001-40991
BLUE
STAR FOODS CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
82-4270040 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(IRS
Employer
Identification
No.) |
3000 NW 109th
Avenue |
Miami,
Florida 33172 |
(Address of principal executive
offices) |
(305)
836-6858 |
(Registrant’s
telephone number, including area code) |
N/A |
(Former name, former address
and former fiscal year, if changed since last report) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value |
|
BSFC |
|
The
NASDAQ Stock Market LLC
(NASDAQ
Capital Market) |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
Filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of August 14, 2024, there were 2,511,458 shares of the registrant’s common stock, par value $0.0001
per share, outstanding.
BLUE
STAR FOODS CORP.
FORM
10-Q
FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2024
TABLE
OF CONTENTS
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except
for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”,
“expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements,
or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements.
Forward-looking
statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and
other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by
the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements
of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business,
competitive, market (supply and demand), regulatory conditions and the following:
|
● |
Our
ability to raise capital when needed and on acceptable terms and conditions; |
|
|
|
|
● |
Our
ability to make acquisitions and integrate acquired businesses into our company; |
|
|
|
|
● |
Our
ability to attract and retain management with experience in the business of importing, packaging and selling of seafood; |
|
|
|
|
● |
Our
ability to negotiate, finalize and maintain economically feasible agreements with suppliers and customers; |
|
|
|
|
● |
The
availability of crab meat and other premium seafood products we sell; |
|
|
|
|
● |
The
intensity of competition; |
|
|
|
|
● |
Changes
in the political and regulatory environment and in business and fiscal conditions in the United States and overseas; and |
|
|
|
|
●
|
The
effect of COVID-19 on our operations and the capital markets. |
A
description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2023 which we filed with the Securities and Exchange Commission (“SEC”)
on April 1, 2024. The risks and uncertainties described under “Risk Factors” are not exhaustive.
Given
these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue
reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result
of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
All
references in this Quarterly Report to the “Company”, “we”, “us”, or “our”, are to Blue
Star Foods Corp., a Delaware corporation, and its consolidated subsidiaries, John Keeler & Co., Inc., d/b/a Blue Star Foods, a Florida
corporation (“Keeler & Co.”), and its wholly-owned subsidiary, Coastal Pride Seafood, LLC, a Florida limited liability
company (“Coastal Pride”), Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia,
Canada (“TOBC”) and Afritex Ventures, Inc., a Florida corporation (“AFVFL”).
All
references to shares of common stock of the Company in this Quarterly Report have been adjusted to reflect the Company’s 1:50 reverse
stock split effective as of May 20, 2024 (the “Reverse Stock Split”).
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United
States and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained
in our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented
have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected
for the full year.
Blue
Star Foods Corp.
CONSOLIDATED
BALANCE SHEETS
(UNAUDITED)
| |
JUNE 30, 2024 | | |
DECEMBER 31, 2023 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 73,110 | | |
$ | 24,163 | |
Accounts receivable, net of allowances and credit losses of $30,605 and $31,064 | |
| 600,478 | | |
| 534,195 | |
Inventory, net | |
| 2,638,108 | | |
| 2,608,521 | |
Advances to related party | |
| - | | |
| 95,525 | |
Other current assets | |
| 2,455,069 | | |
| 833,472 | |
Total Current Assets | |
| 5,766,765 | | |
| 4,095,876 | |
RELATED PARTY LONG-TERM RECEIVABLE | |
| 435,545 | | |
| 435,545 | |
FIXED ASSETS, net | |
| 358,978 | | |
| 303,857 | |
RIGHT OF USE ASSET | |
| 104,788 | | |
| 125,014 | |
ADVANCES TO RELATED PARTY | |
| 1,299,984 | | |
| 1,299,984 | |
OTHER ASSETS | |
| 138,736 | | |
| 102,222 | |
TOTAL ASSETS | |
$ | 8,104,796 | | |
$ | 6,362,498 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable and accruals | |
$ | 839,494 | | |
$ | 661,377 | |
Customer refunds | |
| 107,587 | | |
| 189,975 | |
Deferred income | |
| - | | |
| 47,819 | |
Current maturities of lease liabilities | |
| 35,852 | | |
| 35,428 | |
Current maturities of related party long-term notes | |
| 100,000 | | |
| 100,000 | |
Loan payable | |
| 829,754 | | |
| 156,938 | |
Related party notes payable - subordinated | |
| 44,038 | | |
| 165,620 | |
Derivative liability | |
| 484,350 | | |
| 1,047,049 | |
Warrants liability | |
| 550 | | |
| 1,574 | |
Other current liabilities | |
| 790,881 | | |
| 790,881 | |
Total Current Liabilities | |
| 3,232,506 | | |
| 3,196,661 | |
LONG-TERM LIABILITIES | |
| | | |
| | |
Lease liability, net of current portion | |
| 68,936 | | |
| 89,586 | |
Debt, net of current portion and discounts | |
| 188,509 | | |
| 481,329 | |
TOTAL LIABILITIES | |
| 3,489,951 | | |
| 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 June 30, 2024, and 0 shares issued and outstanding as of December 31, 2023 | |
| - | | |
| - | |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,271,858 shares issued and outstanding as of June 30, 2024, and 461,722 shares issued and outstanding as of December 31, 2023 | |
| 233 | | |
| 46 | |
Additional paid-in capital | |
| 41,519,902 | | |
| 36,661,926 | |
Accumulated other comprehensive loss | |
| (83,173 | ) | |
| (179,995 | ) |
Accumulated deficit | |
| (36,745,794 | ) | |
| (33,810,732 | ) |
Treasury stock, 151 shares as of June 30, 2024 and 151 shares as of December 31, 2023 | |
| (76,323 | ) | |
| (76,323 | ) |
TOTAL STOCKHOLDERS’ EQUITY | |
| 4,614,845 | | |
| 2,594,922 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 8,104,796 | | |
$ | 6,362,498 | |
The
accompanying notes are an integral part of these unaudited consolidated financial statements
Blue
Star Foods Corp.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
Three months ended June 30 | | |
Six months ended June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
REVENUE, NET | |
$ | 1,776,558 | | |
$ | 1,655,562 | | |
$ | 4,036,887 | | |
$ | 3,554,001 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF REVENUE | |
| 1,482,041 | | |
| 1,574,547 | | |
| 3,571,608 | | |
| 3,188,624 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 294,517 | | |
| 81,015 | | |
| 465,279 | | |
| 365,377 | |
| |
| | | |
| | | |
| | | |
| | |
COMMISSIONS | |
| - | | |
| 773 | | |
| 4,221 | | |
| 1,746 | |
SALARIES AND WAGES | |
| 295,449 | | |
| 466,127 | | |
| 597,239 | | |
| 996,965 | |
DEPRECIATION AND AMORTIZATION | |
| 1,377 | | |
| 27,668 | | |
| 2,676 | | |
| 30,337 | |
OTHER OPERATING EXPENSES | |
| 689,414 | | |
| 662,699 | | |
| 1,395,065 | | |
| 1,362,789 | |
| |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (691,723 | ) | |
| (1,076,252 | ) | |
| (1,533,922 | ) | |
| (2,026,460 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME | |
| 48,127 | | |
| 25,292 | | |
| 49,662 | | |
| 27,194 | |
INTEREST INCOME | |
| - | | |
| 24 | | |
| - | | |
| 24 | |
LOSS ON SETTLEMENT OF DEBT | |
| - | | |
| (184,589 | ) | |
| - | | |
| (833,019 | ) |
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES | |
| (327,122 | ) | |
| 99,577 | | |
| (244,486 | ) | |
| 99,577 | |
INTEREST EXPENSE | |
| (871,249 | ) | |
| (315,787 | ) | |
| (1,206,316 | ) | |
| (670,453 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
| (1,841,967 | ) | |
| (1,451,735 | ) | |
| (2,935,062 | ) | |
| (3,403,137 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | |
$ | (1,841,967 | ) | |
$ | (1,451,735 | ) | |
$ | (2,935,062 | ) | |
$ | (3,403,137 | ) |
| |
| | | |
| | | |
| | | |
| | |
COMPREHENSIVE LOSS: | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | |
| 18,789 | | |
| (36,744 | ) | |
| 96,822 | | |
| 48,830 | |
| |
| | | |
| | | |
| | | |
| | |
COMPREHENSIVE LOSS | |
$ | (1,823,178 | ) | |
$ | (1,488,479 | ) | |
$ | (2,838,240 | ) | |
$ | (3,354,307 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per common share: | |
| | | |
| | | |
| | | |
| | |
Net loss per common share - basis and diluted | |
$ | (1.52 | ) | |
$ | (30.68 | ) | |
$ | (3.39 | ) | |
$ | (83.85 | ) |
Weighted average common shares outstanding - basic and diluted | |
| 1,209,792 | | |
| 47,316 | | |
| 866,510 | | |
| 40,584 | |
The
accompanying notes are an integral part of these unaudited consolidated financial statements
Blue
Star Foods Corp.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
SIX
MONTHS ENDED JUNE 30, 2024 AND 2023
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Income (Loss) | | |
Stock | | |
Equity | |
| |
Series
A | | |
| | |
| | |
| | |
Accumulated | | |
| | |
| |
| |
Preferred Stock | | |
Common Stock
| | |
Additional | | |
| | |
Other | | |
| | |
Total | |
| |
$.0001 par value | | |
$.0001 par value | | |
Paid-in | | |
Accumulated | | |
Comprehensive
| | |
Treasury | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Income (Loss) | | |
Stock | | |
Equity | |
December
31, 2023 | |
| - | | |
$ | - | | |
| 461,722 | | |
$ | 46 | | |
$ | 36,661,926 | | |
$ | (33,810,732 | ) | |
$ | (179,995 | ) | |
$ | (76,323 | ) | |
$ | 2,594,922 | |
Common stock issued for service | |
| - | | |
| - | | |
| 5,238 | | |
| 1 | | |
| 32,999 | | |
| - | | |
| - | | |
| - | | |
| 33,000 | |
Common stock issued for note
payment | |
| - | | |
| - | | |
| 15,000 | | |
| 2 | | |
| 68,318 | | |
| - | | |
| - | | |
| - | | |
| 68,320 | |
Common stock issued for cash | |
| | | |
| | | |
| 226,656 | | |
| 23 | | |
| 836,337 | | |
| - | | |
| - | | |
| - | | |
| 836,360 | |
Common stock issued for loan
commitment fees | |
| - | | |
| - | | |
| 7,092 | | |
| 1 | | |
| 49,999 | | |
| - | | |
| - | | |
| - | | |
| 50,000 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,093,095 | ) | |
| - | | |
| - | | |
| (1,093,095 | ) |
Cumulative translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 78,033 | | |
| - | | |
| 78,033 | |
March 31, 2024 | |
| - | | |
$ | - | | |
| 715,708 | | |
$ | 73 | | |
$ | 37,658,379 | | |
$ | (34,903,827 | ) | |
$ | (101,962 | ) | |
$ | (76,323 | ) | |
$ | 2,576,340 | |
Stock based compensation, net of forfeitures | |
| - | | |
| - | | |
| - | | |
| - | | |
| (14,423 | ) | |
| - | | |
| - | | |
| - | | |
| (14,423 | ) |
Common stock issued for service | |
| - | | |
| - | | |
| 6,319 | | |
| 2 | | |
| 21,998 | | |
| - | | |
| - | | |
| - | | |
| 22,000 | |
Common stock issued for note
payment | |
| - | | |
| - | | |
| 426,831 | | |
| 44 | | |
| 1,684,707 | | |
| - | | |
| - | | |
| - | | |
| 1,684,751 | |
Common stock issued for cash | |
| - | | |
| - | | |
| 1,113,000 | | |
| 113 | | |
| 2,145,942 | | |
| - | | |
| - | | |
| - | | |
| 2,146,055 | |
Common stock issued for loan
commitment fees | |
| - | | |
| - | | |
| 10,000 | | |
| 1 | | |
| 23,299 | | |
| - | | |
| - | | |
| - | | |
| 23,300 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,841,967 | ) | |
| - | | |
| - | | |
| (1,841,967 | ) |
Cumulative translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18,789 | | |
| - | | |
| 18,789 | |
June 30, 2024 | |
| - | | |
$ | - | | |
| 2,271,858 | | |
$ | 233 | | |
$ | 41,519,902 | | |
$ | (36,745,794 | ) | |
$ | (83,173 | ) | |
$ | (76,323 | ) | |
$ | 4,614,845 | |
| |
Series A | | |
| | |
| | |
| | |
Accumulated | | |
| | |
Total | |
| |
Preferred Stock | | |
Common Stock | | |
Additional | | |
| | |
Other | | |
| | |
Stockholders’ | |
| |
$.0001
par value | | |
$.0001
par value | | |
Paid-in | | |
Accumulated | | |
Comprehensive | | |
Treasury | | |
Equity | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Income
(Loss) | | |
Stock | | |
(Deficit) | |
December 31, 2022 | |
| - | | |
$ | - | | |
| 26,766 | | |
$ | 2 | | |
$ | 28,329,248 | | |
$ | (29,339,120 | ) | |
$ | (235,853 | ) | |
$ | - | | |
$ | (1,245,723 | ) |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,190 | | |
| - | | |
| - | | |
| - | | |
| 20,190 | |
Common stock issued for service | |
| - | | |
| - | | |
| 66 | | |
| 0 | | |
| 23,000 | | |
| - | | |
| - | | |
| - | | |
| 23,000 | |
Common stock issued for note
payment | |
| - | | |
| - | | |
| 7,471 | | |
| 1 | | |
| 1,743,229 | | |
| - | | |
| - | | |
| - | | |
| 1,743,230 | |
Common stock issued for cash | |
| - | | |
| - | | |
| 9,474 | | |
| 1 | | |
| 1,880,691 | | |
| - | | |
| - | | |
| - | | |
| 1,880,692 | |
Repurchase of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (76,323 | ) | |
| (76,323 | ) |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,951,402 | ) | |
| - | | |
| - | | |
| (1,951,402 | ) |
Cumulative translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 85,574 | | |
| - | | |
| 85,574 | |
March 31, 2023 | |
| - | | |
$ | - | | |
| 43,777 | | |
$ | 4 | | |
$ | 31,996,358 | | |
$ | (31,290,522 | ) | |
| (150,279 | ) | |
$ | (76,323 | ) | |
$ | 479,238 | |
Balance | |
| - | | |
$ | - | | |
| 43,777 | | |
$ | 4 | | |
$ | 31,996,358 | | |
$ | (31,290,522 | ) | |
| (150,279 | ) | |
$ | (76,323 | ) | |
$ | 479,238 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 16,940 | | |
| - | | |
| | | |
| - | | |
| 16,940 | |
Common stock issued for service | |
| - | | |
| - | | |
| 1,406 | | |
| 0 | | |
| 18,000 | | |
| - | | |
| | | |
| - | | |
| 18,000 | |
Common stock issued for note
payment | |
| - | | |
| - | | |
| 8,142 | | |
| 0 | | |
| 758,588 | | |
| - | | |
| | | |
| - | | |
| 758,588 | |
Common stock issued for cash | |
| - | | |
| - | | |
| 1,000 | | |
| 0 | | |
| 200,000 | | |
| - | | |
| | | |
| - | | |
| 200,000 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,451,735 | ) | |
| - | | |
| - | | |
| (1,451,735 | ) |
Cumulative translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (36,744 | ) | |
| - | | |
| (36,744 | ) |
June 30, 2023 | |
| - | | |
$ | - | | |
| 54,325 | | |
$ | 4 | | |
$ | 32,989,886 | | |
$ | (32,742,257 | ) | |
$ | (187,023 | ) | |
$ | (76,323 | ) | |
$ | (15,713 | ) |
Balance | |
| - | | |
$ | - | | |
| 54,325 | | |
$ | 4 | | |
$ | 32,989,886 | | |
$ | (32,742,257 | ) | |
$ | (187,023 | ) | |
$ | (76,323 | ) | |
$ | (15,713 | ) |
The
accompanying notes are an integral part of these unaudited consolidated financial statements
Blue
Star Foods Corp.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
2024 | | |
2023 | |
| |
Six Months Ended June 30 | |
| |
2024 | | |
2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
| |
| | | |
| | |
Net Loss | |
$ | (2,935,062 | ) | |
$ | (3,403,137 | ) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |
| | | |
| | |
Stock based compensation, net of forfeitures | |
| (5,623 | ) | |
| 37,130 | |
Common stock issued for service | |
| 55,000 | | |
| 41,000 | |
Depreciation of fixed assets | |
| 2,676 | | |
| 2,092 | |
Amortization of intangible assets | |
| - | | |
| 28,245 | |
Amortization of debt discounts | |
| 777,663 | | |
| 497,961 | |
Allowance for inventory obsolescence | |
| 370,923 | | |
| - | |
Loss on settlement of debt | |
| - | | |
| 833,019 | |
Lease expense | |
| 20,226 | | |
| 23,653 | |
Credit loss expense | |
| - | | |
| 6,068 | |
Loss on revaluation of fair value of derivative and warrant liabilities | |
| 244,486 | | |
| (99,577 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivables | |
| (66,283 | ) | |
| 545,772 | |
Inventories | |
| (400,510 | ) | |
| 1,658,097 | |
Advances to related parties | |
| 95,525 | | |
| - | |
Other current assets | |
| (799,947 | ) | |
| (540,070 | ) |
Right of use liability | |
| (20,226 | ) | |
| (23,692 | ) |
Other assets | |
| (25,835 | ) | |
| (25,000 | ) |
Accounts payable and accruals | |
| 130,298 | | |
| | |
Customer refunds | |
| (82,388 | ) | |
| (1,154,778 | ) |
Net Cash (Used in) Operating Activities | |
| (2,639,077 | ) | |
| (1,573,217 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchases of fixed assets | |
| (57,797 | ) | |
| (15,351 | ) |
Net Cash (Used in) Investing Activities | |
| (57,797 | ) | |
| (15,351 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from common stock offering | |
| 2,160,765 | | |
| 2,080,692 | |
Proceeds from working capital line of credit | |
| - | | |
| 2,405,034 | |
Proceeds from short-term loan | |
| 1,357,491 | | |
| 500,000 | |
Proceeds from convertible debt | |
| - | | |
| 915,000 | |
Repayments of working capital line of credit | |
| - | | |
| (4,182,971 | ) |
Repayments of short-term loan | |
| (746,626 | ) | |
| (40,385 | ) |
Repayments of related party notes payable | |
| (121,582 | ) | |
| (62,661 | ) |
Purchase of treasury stock | |
| - | | |
| (76,323 | ) |
Net Cash Provided by Financing Activities | |
| 2,650,048 | | |
| 1,538,386 | |
| |
| | | |
| | |
Effect of Exchange Rate Changes on Cash | |
| 95,773 | | |
| 48,012 | |
| |
| | | |
| | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | |
| 48,947 | | |
| (2,170 | ) |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | |
| 24,163 | | |
| 9,262 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS – END OF PERIOD | |
$ | 73,110 | | |
$ | 7,092 | |
| |
| | | |
| | |
Supplemental Disclosure of Cash Flow Information | |
| | | |
| | |
Cash paid for interest | |
$ | 307,502 | | |
$ | 174,677 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | |
| | | |
| | |
Common stock issued for partial settlement of note payable | |
$ | 1,753,071 | | |
$ | 2,501,819 | |
Common stock issued for loan commitment fees | |
| 73,300 | | |
| - | |
Receivable for equity proceeds | |
| 821,650 | | |
| - | |
Derivative liability recognized on issuance of convertible note | |
| - | | |
| 264,688 | |
Warrant liability recognized on issuance of convertible note | |
| - | | |
| 381,538 | |
The
accompanying notes are an integral part of these unaudited consolidated financial statements
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 purchasing blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout produced under the brand name Little Cedar Farms for distribution in Canada and
purchasing raw materials for packaged seafood and other inventory under AFVFL to be sold to various customers in the United States.
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 167 shares of common stock of the Company with a fair value of $359,250. Such shares
were subject to a leak-out agreement pursuant to which Gault Seafood could 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. To date, the Company has automatically extended the Services Agreement
to August 31, 2024.
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. In addition, for one year from the date of the Option Agreement, Afritex has an option to purchase up to $1,000,000
shares of the Company’s common stock at a 10% discount to the lowest volume-weighted average price in the immediately prior five
days. The sale of any shares acquired by Afritex under the Option Agreement are subject to a “leak-out” provision as set
forth in the Option Agreement. The closing of the Option Agreement is subject to, among other things, the successful restructuring of
Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding.
The Option Agreement may be terminated if, among others, the closing has not occurred within 90 days, unless extended for two
additional 30-day periods at the Company’s sole discretion. To date, the Company has extended the Option Agreement for the first
additional 30-day period and has not exercised its option to purchase such intangibles 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. Summary of Significant Accounting Policies
Basis
of Presentation
The
following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes
required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements.
The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management,
necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 has been derived from
the Company’s annual financial statements that were audited by our independent registered public accounting firm but does not include
all of the information and footnotes required for complete annual financial statements. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the SEC on April 1, 2024 for a broader discussion of our business and the risks inherent
in such business.
Advances
to Suppliers and Related Party
In
the normal course of business, the Company may advance payments to its suppliers, including of Bacolod Blue Star Export Corp. (“Bacolod”),
a related party based in the Philippines. 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 June 30, 2024, and December 31, 2023, the balance due from the related party for future shipments was approximately $1,300,000. No
new purchases have been made from Bacolod since November 2020. There was no cost of revenue related to inventories purchased from Bacolod
recorded for the six months ended June 30, 2024 and 2023.
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 purchasing
blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada
and purchasing raw materials for packaged seafood and other inventory under AFVFL. The Company sells 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 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.
Accounts
Receivable
Accounts
receivable consist 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 credit losses 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 allowance for credit losses. 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 June 30, 2024, the Company recorded allowances for sales returns, allowances and discounts of $30,605 and refund liability
of $107,587. There was no allowance for bad debt recorded for the six months ended June 30, 2024. As of December 31, 2023, the Company
recorded sales return, allowances and discounts of $31,064 and refund liability of $189,975. There was no allowance for bad debt recorded
for the year ended December 31, 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 and raw materials for packaged seafood and other inventory
from AFVFL. The cost of inventory is primarily determined using the specific identification method for crab meat and raw materials for
packaged seafood inventory. 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 raw materials for packaged
seafood inventory 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. For
the six months ended June 30, 2024, the Company recorded an inventory allowance of $546,923. For the year ended December 31, 2023, the
Company recorded an inventory allowance in the amount of $176,000 which was charged to cost of goods sold.
The
Company’s inventory as of June 30, 2024 and December 31, 2023 consists of:
Schedule
of Inventory
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
Inventory purchased for resale | |
$ | 1,955,424 | | |
$ | 1,708,311 | |
Feeds and eggs processed | |
| 50,979 | | |
| 102,373 | |
Raw materials for packaged seafood | |
| 248,186 | | |
| - | |
Packaged seafood inventory | |
| 897,388 | | |
| - | |
Inventory other | |
| 33,054 | | |
| - | |
In-transit inventory | |
| - | | |
| 973,837 | |
Less: Inventory allowance | |
| (546,923 | ) | |
| (176,000 | ) |
Inventory, net | |
$ | 2,638,108 | | |
$ | 2,608,521 | |
Inventory
other is comprised of packaged inventory involving other protein items such as poultry, beef and pork.
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.
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 June 30, 2024. The Company’s leases generally have terms that range from three years for equipment
and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components
of its agreements as a single component and accounts for them as a lease.
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 lease. 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
we have 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 we will exercise the option, we consider 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 June 30, 2024.
Schedule of Lease-related Assets and Liabilities
| |
June 30, 2024 | |
Assets | |
| | |
Operating lease assets | |
$ | 104,788 | |
| |
| | |
Liabilities | |
| | |
Current | |
| | |
Operating lease liabilities | |
$ | 35,852 | |
Noncurrent | |
| | |
Operating lease liabilities | |
$ | 68,936 | |
Supplemental
cash flow information related to leases were as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| |
Six Months Ended June 30, 2024 | |
| |
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
| | |
Operating cash flows from operating leases | |
$ | 20,226 | |
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
| |
June 30, 2024 | |
Weighted-average remaining lease term | |
| | |
Operating leases | |
| 2.75 years | |
Weighted-average discount rate | |
| | |
Operating leases | |
| 7.3 | % |
Maturities
of lease liabilities as of June 30, 2024 were as follows:
Schedule of Maturities of Lease Liabilities
| |
Operating Leases | |
| |
| |
2024 (six months remaining) | |
| 21,708 | |
2025 | |
| 43,415 | |
2026 | |
| 43,415 | |
2027 | |
| 10,854 | |
Total lease payments | |
| 119,392 | |
Less: amount of lease payments representing interest | |
| (14,604 | ) |
Present value of future minimum lease payments | |
$ | 104,788 | |
Less: current obligations under leases | |
$ | (35,852 | ) |
Non-current obligations | |
$ | 68,936 | |
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 six months ended June 30, 2024 and for the year ended December 31, 2023.
Foreign
Currency Exchange Rates Risk
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.
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.
Our
financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities
and warrant liabilities. We believe the carrying values of our 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 using the Black Scholes Pricing model as of June 30, 2024 and December 31, 2023. There were no financial assets
and liabilities that were measured at fair value on a recurring basis under Levels 1 and 2.
Schedule of Derivative and Warrant Liabilities Measured at Fair Value
| |
Level 3 Fair Value | |
| |
As of June 30, 2024 | | |
As of December 31, 2023 | |
Liabilities | |
| | |
| |
Derivative liability on convertible debt | |
$ | 484,350 | | |
$ | 1,047,049 | |
Warrant liability | |
| 550 | | |
| 1,574 | |
Total | |
$ | 484,900 | | |
$ | 1,048,623 | |
The
table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the six months
ended June 30, 2024:
Schedule
of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability
Derivative liability balance, January 1, 2024 | |
$ | 1,047,049 | |
Issuance of derivative liability during the period | |
| - | |
Settlement of derivative liability | |
| (808,209 | ) |
Change in fair value of derivative liability during the period | |
| 245,510 | |
Derivative liability balance, June 30, 2024 | |
$ | 484,350 | |
| |
| | |
Warrant liability balance, January 1, 2024 | |
$ | 1,574 | |
Issuance of warrant liability during the period | |
| - | |
Change in fair value of warrant liability during the period | |
| (1,024 | ) |
Warrant liability balance, June 30, 2024 | |
$ | 550 | |
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 | |
| 45.51% - 150.46 | % |
Risk-free interest rate | |
| 3.81% - 4.91 | % |
Expected term | |
| 1.42 – 5.00 years | |
The
fair market value of all derivatives and warrant liability as of June 30, 2024 was determined using the Black-Scholes option pricing
model which used the following assumptions:
Stock price | |
$ | 2.00 | |
Expected dividend yield | |
| 0.00 | % |
Expected stock price volatility | |
| 39.54% - 191.24 | % |
Risk-free interest rate | |
| 4.33% - 5.09 | % |
Expected term | |
| 0.92 – 1.08years | |
Recent
Accounting Pronouncements
There
are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s
financial position, results of operations or cash flows.
Note
3. Going Concern
The
accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For
the six months ended June 30, 2024, the Company incurred a net loss of $2,935,062, had an accumulated deficit of $36,745,794 and a working
capital surplus of $2,534,259, inclusive of $44,038 in stockholder debt. These factors raise substantial doubt as to the Company’s
ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s
ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain
adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would
be detrimental to the 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
4. Other Current Assets
Other
current assets totaled $2,455,069
as of June 30, 2024 and $833,472
as of December 31, 2023. As of June 30, 2024, approximately $551,800,
$234,200 and $821,650
of the balance was related to prepaid inventory to the Company’s suppliers, prepaid legal and accounting fees and receivables
for shares issuance per the securities purchase agreement with ClearThink, respectively. The remainder of the balance was related to
prepaid insurance and other prepaid expenses.
Note
5. Fixed Assets, Net
Fixed
assets comprised the following:
Schedule of Fixed Assets
| |
June 30, 2024 | | |
December 31, 2023 | |
Computer equipment | |
$ | 52,625 | | |
$ | 47,908 | |
RAS system | |
| 150,424 | | |
| 140,214 | |
Leasehold improvements | |
| 17,904 | | |
| 17,904 | |
Building Improvements | |
| 179,523 | | |
| 136,653 | |
Total | |
| 400,476 | | |
| 342,679 | |
Fixed assets, gross | |
| 400,476 | | |
| 342,679 | |
Less: Accumulated depreciation | |
| (41,498 | ) | |
| (38,822 | ) |
Fixed assets, net | |
$ | 358,978 | | |
$ | 303,857 | |
For
the six months ended June 30, 2024 and 2023, depreciation expense totaled approximately $2,600 and $2,000, respectively.
Note
6. Debt
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 are represented by a revolving
credit note issued to Lighthouse by the Borrowers.
The
advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’
eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion
of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%),
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 paid 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.
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. During the six months ended June 30, 2023, cash
proceeds from the working capital line of credit totaled $2,405,034 and cash payments to the working capital line of credit totaled $4,182,971.
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
The
Company had unsecured promissory notes outstanding to John Keeler of approximately $44,000
of principal at June 30, 2024 and interest expense of $3,775 and
$26,535
during the six months ended June 30, 2024 and 2023, respectively. These notes are payable on demand and accrue interest at an annual
rate of 6%.
The Company made principal payments of $121,582
and $62,661
during the six months ended June 30, 2024 and 2023, respectively.
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.
As
of June 30, 2024, $2,083 of the outstanding interest to date was accrued on the note by the Company.
Interest
expense for the note totaled approximately $2,000 and $7,000 during the six months ended June 30, 2024 and 2023, respectively.
As
of June 30, 2024 and December 31, 2023, the outstanding principal balance on the note totaled $100,000.
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 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 $479,585 for the six months ended
June 30, 2024 and 2023, respectively.
The
outstanding principal under the 2022 Lind Note was 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 would 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 was mandatorily payable prior to maturity if the Company issued any preferred stock (with certain exceptions described
in the note) or, if the Company or its subsidiaries issued any debt. 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 failed to maintain the listing and trading of its common stock, the note would 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 engaged in capital raising transactions, Lind had the right to purchase up to 10% of the new securities.
The
2022 Lind Note was 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 had 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 contained 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 would 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, including a principal payment of $1,094,800 through the issuance of an aggregate
of 7,471 shares of common stock during the six months ended June 30, 2023. 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.
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. 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 convertible promissory note, pursuant to the Purchase Agreement Amendment, the embedded conversion
feature was accounted for 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.
During
the six months ended June 30, 2024, $944,900
of note principal was converted to 441,831
shares of common stock. As of June 30, 2024,
the outstanding balance on the notes was $555,100,
net of debt discount of $315,434,
and totaling $239,666.
For the six months ended June 30, 2024 and 2023, amortization of debt discounts totaled $703,236
and $287,149,
respectively.
Agile
Lending, LLC Loans
On
June 14, 2023, the Company, and Keeler & Co. (each a “Borrower”) 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 in the January 2, 2024 loan.
On
October 19, 2023, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral
agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on April
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 six months ended June 30, 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 June 30, 2024.
On
January 2, 2024, the Company, and Keeler & Co. entered into a subordinated business loan and security agreement with Agile and Agile
Capital as collateral agent, which provides for a term loan to the Company in the amount of $122,491 which principal and interest (of
$48,996) is due on May 31, 2024. Commencing January 5, 2024, the Company is required to make weekly payments of $7,795 until the due
date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $5,833 was paid on the loan. A default interest
rate of 5% will become effective upon the occurrence of an event of default. In connection with the loan, Agile was issued a subordinated
secured promissory note, dated January 2, 2024, in the principal amount of $122,491 which note is secured by all of the Borrower’s
assets, including receivables. For the six months ended June 30, 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 June 30, 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 six months ended June 30, 2024, the Company made principal payments on the loan totaling $178,338 and no interest payments were made.
The outstanding balance on the loan was $31,662 as of June 30, 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 six months ended June 30, 2024, the Company made principal payments on the loan totaling $73,500 and no interest payments were made.
The outstanding balance on the loan was $136,500 as of June 30, 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 six months ended June 30, 2024, the Company made principal payments on the loan totaling $161,765
and no interest payments were made. The outstanding balance on the loan was $38,325 as of June 30, 2024.
1800
Diagonal Note
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
“Diagonal Note”). The 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
Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the Diagonal Note, the
Diagonal Note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the Diagonal Note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the Diagonal Note into shares of the Company’s
common stock at a conversion price of 61% of the market price as described in the 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 Diagonal Note. For the
six months ended June 30, 2024, the Company made principal payments on the loan totaling $98,532 and no interest
payments were made. The outstanding balance on the loan was $39,468, net of debt discount of $16,611, and totaling $22,857 as
of June 30, 2024.
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 six months ended June 30, 2024, no principal
and interest payments were made.
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 (v) 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.
Interest expense totaled $1,206,316 as of June 30, 2024 and $670,453 as
of June 30, 2023. As of June 30, 2024, approximately $777,600, $307,500 and $121,000 of the balance was related to amortization on debt
discount, cash paid interest, and accrued interest. The remainder of the balance was related to amortization of loan costs.
Note
7. Stockholders’ Equity
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.
During
the six months ended June 30, 2023, between May 2023 and June 2023, the Company issued an aggregate of 1,000 shares of common stock for
cash proceeds of $200,000 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 commitment fees, with a fair value of $141,250, which was recorded
as stock issuance costs.
During
the six months ended June 30, 2023, the Company issued an aggregate of 15,613
shares of common stock to Lind with a fair value
of $2,501,820
as payment of $1,668,800
of note principal due on the convertible promissory
note, and recorded a loss of $833,019.
During
the six months ended June 30, 2023, the Company issued an aggregate of 222 shares of common stock to the designee of ClearThink for consulting
services provided to the Company.
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.
During
the six months ended June 30, 2024, the Company issued an aggregate of 1,339,656
shares of common stock in consideration of proceeds of $2,982,415
pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. Cash proceeds received as of June 30, 2024 were
$2,160,765
and the balance of $821,650
was received in July 2024.
During
the six months ended June 30, 2024, the Company issued an aggregate of 441,831 shares of common stock to Lind as partial conversion of
$944,900 principal pursuant to the May 2023 convertible promissory note.
During
the six months ended June 30, 2024, the Company issued an aggregate of 11,557
shares of common stock to the designee of ClearThink with a fair value of $55,000 for consulting services provided to the
Company.
Note
8. Options
The
following table represents option activity for the six months ended June 30, 2024:
Schedule
of Option Activity
| | |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life in Years | | |
Aggregate Intrinsic Value | |
Outstanding – December 31, 2023 | | |
| 6,331 | | |
$ | 1,555.52 | | |
| 3.80 | | |
$ | - | |
Exercisable – December 31, 2023 | | |
| 4,398 | | |
$ | 1,555.52 | | |
| 4.27 | | |
$ | - | |
Granted | | |
| - | | |
$ | - | | |
| | | |
| | |
Forfeited | | |
| 896 | | |
$ | - | | |
| | | |
| | |
Expired | | |
| 500 | | |
$ | - | | |
| | | |
| | |
Vested | | |
| 4,078 | | |
$ | - | | |
| | | |
| | |
Outstanding – June 30, 2024 | | |
| 4,935 | | |
$ | 1,537.86 | | |
| 3.88 | | |
$ | - | |
Exercisable – June 30, 2024 | | |
| 4,078 | | |
$ | 1,537.86 | | |
| 4.22 | | |
$ | - | |
For
the six months ended June 30, 2024, the Company recognized a net credit to stock compensation expense of $5,623 due to options forfeitures.
Note
9. Warrants
The
following table represents warrant activity for the six months ended June 30, 2024:
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 | | |
$ | 770.50 | | |
| 5.52 | | |
$ | - | |
Granted | |
| - | | |
$ | - | | |
| | | |
| | |
Exercised | |
| - | | |
$ | - | | |
| | | |
| | |
Forfeited or Expired | |
| (2,144 | ) | |
$ | - | | |
| | | |
| | |
Outstanding – June 30, 2024 | |
| 12,475 | | |
$ | 161.07 | | |
| 4.30 | | |
| | |
Exercisable – June 30, 2024 | |
| 12,475 | | |
$ | 161.07 | | |
| 4.30 | | |
$ | - | |
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 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. 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 warrant exercisable six months from the date of issuance to purchase 3,505 shares of common stock
at an exercise price of $67.00 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. The 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, the Company issued five-year
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 June 30, 2024.
On
September 11, 2023, in connection with the underwritten public offering, the Company issued eighteen-month 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 June 30, 2024.
There
was no warrant activity for the six months ended June 30, 2024.
Note
10. 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 $17,400 on the lease for the six months ended June 30, 2023. For the six months ended June 30, 2024, the Company paid $34,800
under this lease.
Coastal
Pride leases 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. For the six months ended June 30, 2024, Coastal Pride paid $6,000 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 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, Coastal Pride entered into a verbal month-to-month lease agreement with Gault for $1,500 per month.
For the six months ended June 30, 2024, Coastal Pride paid $9,000 on the lease.
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 taxes. Both leases are renewable for two additional five-year terms.
Rental
and equipment lease expenses were approximately $76,957 and $92,705 for the six months ended June 30, 2024 and 2023, respectively.
Note
11. Subsequent Events
Shares
issuances
In July
2024, the Company issued 129,700 shares
of common stock to Lind as partial conversion of $200,000 principal
pursuant to the May 2023 convertible promissory note.
During
July 2024, the Company issued an aggregate of 9,900
shares of common stock to the designee of ClearThink for $11,000 consulting services provided to the Company.
Note issuances
On July 25, 2024, the Company entered
into a second subordinated business loan and security agreement with Agile and Agile Capital as collateral agent whereby the Company
issued a promissory note for a term loan 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.
In August 2024 the
Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each of Quick Capital,
LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC a New Jersey limited
liability company (“Jefferson”) whereby it will issue promissory notes in the aggregate principal amount of $550,000
(the “August Private Placement Offering”). The Company agreed to issue to 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 and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Private Placement Notes have
a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate purposes. The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of common stock as additional consideration
for entering into Private Placement Notes.
The
investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under
a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any portion of
the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our common stock. The conversion
price shall be $1.50, subject to adjustments. We have agreed to reserve a sufficient number of common stock (initially, 2,000,000 shares)
for issuance upon conversion of the Private Placement Notes in accordance with their terms.
British Columbia Lawsuit
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.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
The
following management’s discussion and analysis should be read in conjunction with the financial statements and the related notes
thereto contained in this Quarterly Report. The management’s discussion and analysis contain forward-looking statements, such as
statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking
statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,”
“estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,”
“could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These
forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024, as updated in subsequent filings we have made
with the SEC that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.
Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result
of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring
after the date of this Quarterly Report.
Basis
of Presentation
The
following discussion highlights our results of operations and the principal factors that have affected our financial condition as well
as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an
assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion
and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance
with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial
statements and the related notes thereto.
Overview
We
are an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products.
Our current source of revenue is purchasing blue and red swimming crab meat primarily from our largest supplier in Miami 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, purchasing raw materials for packaged seafood inventory under AFVFL, and steelhead salmon
and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. The crab meat which we import
is processed in six out of the ten plants available throughout Southeast Asia. Our suppliers are primarily via co-packing relationships,
including two affiliated suppliers. We sell primarily to food service distributors. We also sell our products to wholesalers, retail
establishments and seafood distributors.
Recent
Events
Reverse
Split
On
May 7, 2024, the Company’s board of directors approved, and on April 30, 2024, at a special meeting of the stockholders, holders
of approximately 62.9% of the Company’s voting power, approved the granting of authority to the Board to amend the Company’s
Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock,
by a ratio of not less than 1-for-2 and not more than 1-for-50, with the exact ratio to be determined by the Board in its sole discretion.
The
Board determined to effectuate a 1:50 reverse stock split (the “Reverse Stock Split”) and on May 20, 2024 the Company amended
its Certificate of Incorporation to effect the Reverse Stock Split. All shares and per share amounts in the financial statements have been retrospectively adjusted for all periods presented
to reflect the Reverse Stock Split.
Board
Resignation
On
May 10, 2024, Silvia Alana, a director and the Company’s Chief Financial Officer, notified the Company of her resignation from
the board of directors and as Chief Financial Officer, effective May 28, 2024.
NASDAQ
Compliance
On
March 26, 2024, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that as
of March 25, 2024, the Company had not regained compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2).
The Company appealed this determination to the Nasdaq Hearings Panel (the “Panel”) on April 1, 2024.
On
June 11, 2024, the Company received
a letter from the Panel indicating that the Company demonstrated compliance with the bid price requirement in Listing Rule 5550(a)(2)
and the minimum stockholders’ equity requirement in Listing Rule 5550(b)(1).
Additionally,
the Company will be subject to a Discretionary Panel Monitor for a period of one year, until June 11, 2025. If the Company
fails to maintain compliance with any continued listing requirement during the one-year monitoring period, the Company will have an opportunity
to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.
Agile
Loans
On
May 9, 2024 the Company entered into a subordinated business loan and security agreement with Agile Lending, LLC and Agile Capital Funding,
LLC as collateral agent (collectively “Agile”), which provides for a term loan to the Company in the form of a promissory
note in the aggregate principal amount of $210,000 (the “May Agile Loan”). The May Agile Loan will accrue principal and interest
of $84,000 and has a maturity date of November 22, 2024. Commencing May 17, 2024, the Company is required to make weekly payments of
$10,500 until the maturity date.
The
Company shall have the right to make a full prepayment or partial prepayment of the May Agile Loan. Upon prepayment of any principal
amount, the Company is obligated to pay a make-whole premium payment on account of such principal so paid, which shall be equal to the
aggregate and actual amount of interest (at the contract rate of interest) that wouldbe paid through the maturity date.
In
the event of a default (as described in the May Agile Loan), the Agile Loan shall accrue interest at a fixed per annum rate equal to
the rate that is otherwise applicable thereto plus an additional 5%. The Company also agreed to pay Agile an administration fee of $10,000
upon execution.
While
the May Agile Loan remains outstanding, the Company will grant Agile a continuing security interest in its Collateral (defined as all
properties, rights and assets of the Company), wherever located, whether now owned or hereafter acquired or arising, and all proceeds
and products thereof.
The
Company shall use some of the proceeds of the May Agile Loan to pay off its existing loan balance of $116,658 for the loan funded by
Agile on June 26, 2023. The rest of the proceeds will be used for general corporate purposes.
On
July 25, 2024 the Company entered into a second subordinated business loan and security agreement with Agile which provides for a
term loan to the Company in the form of a promissory note in the aggregate principal amount of $210,000 (the “July Agile
Loan”). The July Agile Loan will accrue principal and interest of $84,000 and has a maturity date of January 31, 2025.
Commencing August 2, 2024, the Company is required to make weekly payments of $10,889 until the maturity date. The proceeds of the
July Agile Loan will be used for general corporate purposes.
All
the other terms and provision of the July Agile Loan are exactly the same as the May Agile Loan.
FirstFire
Note
On
May 17, 2024, the Company entered into a promissory note with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability
company (“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 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, plus (iv) any other amounts owed to FirstFire.
After
the occurrence of an event of default, at any time, 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). 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. The
shares will be subject to Rule 144.
While
the FirstFire Note remains outstanding, we shall not, without FirstFire’s written consent, sell, lease, or otherwise dispose of
any significant portion of our assets outside the ordinary course of business.
Lind
Waiver and Acknowledge Agreement
On
August 3, 2024 the Company and Lind Global Fund II LP (“Lind”) entered into a waiver and acknowledgement agreement (the “Waiver
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.
The
Company intends to engage in an at-the-market offering in connection with which HC Wainwright & Co, LLC or an affiliate thereof will
act as placement agent (the “HCWATM”)
Pursuant to the Waiver Agreement,
it is agreed, solely as it relates to the HCW ATM to the wavier of Sections 3.4(a)(v) (Adjustments for Issuance of Additional Shares of
Common Stock) and 4.1(f) (Prohibited Transactions) of the note and Section 5.9 (Prohibited Transactions) of the Securities Purchase Agreement.
The waiver is subject to the following conditions: (i) the Company may not make any sales of securities under the HCW ATM until 3 Trading
Days have elapsed from the date that the terms of this Agreement are publicly announced, (ii) for the period beginning on the date hereof
and ending on that the day that is 60 days thereafter, the aggregate amount of gross proceeds receivable under the HCW ATM for the sale
of securities by the Company may not exceed $1,000,000, and (iii) for the period beginning on the date that is 61 days following the date
hereof and ending on that the day that is 150 days thereafter, the aggregate amount of total gross proceeds receivable under the HCW ATM
for the sale of securities by the Company may not exceed an additional $1,000,000. Additionally, on the date that is the earlier of (i)
the date that gross the proceeds for the sale of securities by the Company under the HCW ATM equals or is in excess of $500,000.00, or
(ii) the date that is 120 days from the date hereof, the Company shall pay to Lind $100,000.00 and an additional $3,000.00 for the Lind’s
legal expenses relating to the preparation of this Agreement.
If the Company sells securities prior to the date permitted, in excess of the amounts agreed to, or if the Company
fails to make the payments as required the Waiver Agreement will be deemed to have not been given. We are a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates equals or exceeds $250 million
as of the end of that year’s second fiscal quarter, or (2) our annual revenues equalled or exceeded $100 million during such completed
fiscal year and the market value of our Common Stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s
second fiscal quarter.
August
2024 Private Placement Offering
In
August, 2024, the Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each
of Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC a New
Jersey limited liability company (“Jefferson”) whereby it will issue promissory notes in the aggregate principal amount
of $550,000 (the “August Private Placement Offering”).
The
Company agreed to issue to each of Quick Capital and Jefferson up to 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 and (ii) the maximum amount permitted by law from the due date thereof until the same is paid.
The Private Placement Notes have a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate
purposes. The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of common stock as additional consideration
for entering into Private Placement Notes.
The
investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale
under a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any
portion of the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our common stock. The
conversion price shall be $1.50, subject to adjustments. We have agreed to reserve a sufficient number of common stock (initially,
2,000,000 shares) for issuance upon conversion of the Private Placement Notes in accordance with their terms.
The
Company may prepay the Private Placement Notes at any time with fifteen (15) trading days prior written notice (the “Prepayment Notice
Period”). During the Prepayment Notice Period, the investor shall have the right to convert all or any portion of the Private Placement Notes pursuant to the terms of the note, including the amount of the Private Placement Notes to be prepaid. If the Company exercises its right
to prepay the notes in accordance with their terms, the Company shall make payment to the investor of an amount in cash equal to the sum
of: (i) 100% multiplied by the principal amount then outstanding plus (ii) accrued and unpaid interest on the principal amount
to the prepayment notice date, and (iii) $750 to reimburse the investor for administrative fees.
If
the Company delivers a prepayment notice and fails to pay the applicable prepayment amount, the Company shall forever forfeit its right
to prepay any part of the Private Placement Notes.
The
Private Placement Notes have mandatory monthly payments of $43,200. The initial payments are due on November 9, 2024 and November
12, 2024, respectively.
The
Company’s failure to comply with the material terms of the Private Placement Notes will be considered an event of default and the principal
sum of the Private Placement Notes will become immediately due and payable at an amount equal to the principal amount then outstanding plus
accrued interest (including any default interest) through the date of full repayment multiplied by 135%, as well as all costs, all without
demand, presentment or notice, unless expressly waived by the investor.
The investor may assign its rights to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction
from Quick Capital or to any of its affiliates without the consent of the Company.
While
the Private Placement Notes remain outstanding, we shall not, without the investor’s written consent (i) (a) pay, declare or set apart
for such payment, any dividend or other distribution on shares of capital stock other than dividends on shares of common stock solely
in the form of additional shares of common stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution
in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority
of the Company’s disinterested directors, (ii) redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company
or any warrants, rights or options to purchase or acquire any such shares, or repay any indebtedness of Quick Capital, (iii) advance
any loans made in the ordinary course of business in excess of $100,000, (iv) sell, lease or otherwise dispose of any significant portion
of its assets outside the ordinary course of business, and (v) enter into any transaction or arrangement structured in accordance with,
based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) or Section 3(a)(10) of the Securities Act.
In
conjunction with the August Private Placement Offering, the Company entered into a registration rights agreement (each a
“Registration Rights Agreement”) with each of Quick Capital and Jefferson. The Company agreed to file a registration statement with
the Securities and Exchange Commission to register the re-sale of the maximum number of shares of common stock covered in the August
Private Placement Offering within sixty (60) calendar days from the date of execution.
The
foregoing descriptions of the Securities Purchase Agreement, Private Placement Notes and Registration Rights Agreement do not purport to be
complete and are qualitied in their entirety by reference to the full text of the Securities Purchase Agreement, Private Placement Notes and
Registration Rights Agreement, forms of which are attached as exhibits 10.86, 10.87 and 10.88 to this Quarterly Report on Form 10-Q
and incorporated by reference herein.
Results
of Operations
The
following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in
conjunction with, the financial statements and accompanying notes elsewhere in this Quarterly Report.
Three
months ended June 30, 2024 and 2023
Net
Revenue. Revenue for the three months ended June 30, 2024 increased 7.3% to $1,776,558 as compared to $1,655,562 for the three months
ended June 30, 2023 as a result of an increase in poundage sold during the three months ended June 30, 2024.
Cost
of Goods Sold. Cost of goods sold for the three months ended June 30, 2024 decreased to $1,482,041 as compared to $1,574,547 for
the three months ended June 30, 2023. This decrease is attributable to cost savings in the poundage sold.
Gross
Profit. Gross profit for the three months ended June 30, 2024 increased to $294,517 as compared to gross profit of $81,015 in the
three months ended June 30, 2023. This increase is attributable to the increase in sales and decrease of cost.
Commissions
Expense. Commissions expense decreased to $0 for the three months ended June 30, 2024 from $773 for the three months ended June 30,
2023. This decrease was due to no commissionable revenues for the three months ended June 30, 2024.
Salaries
and Wages Expense. Salaries and wages expense decreased to $295,449 for the three months ended June 30, 2024 as compared to $466,127
for the three months ended June 30, 2023. This decrease is mainly attributable to a strategic reduction in salaries completed in the
year end December 31, 2023.
Depreciation
and Amortization. Depreciation and amortization expense decreased to $1,377 for the three months ended June 30, 2024 as compared
to $27,668 for the three months ended June 30, 2023. This decrease is attributable to lower depreciation due to no depreciable purchases
of fixed assets during the three months ended June 30, 2024.
Other
Operating Expense. Other operating expense increased to $689,414 for the three months ended June 30, 2024 from $662,699 for the three
months ended June 30, 2023. This increase is mainly attributable to legal and professional related to our business operations.
Other
Income. Other income increased for the three months ended June 30, 2024 to $48,127 from $25,292 for the three months ended June 30,
2023. This increase is mainly attributable to the collections by Coastal Pride of receivables existing prior to the acquisition of Coastal
Pride by the Company,
Interest
Income. Interest income decreased to $0 for the three months ended June 30, 2024 from $24 for the three months ended June 30, 2023.
The decrease is attributable to no interest earned for the three months ended June 30, 2024.
Loss
on Settlement of Debt. Loss on settlement of debt decreased to $0 for the three months ended June
30, 2024 from $184,589 for the three months ended June 30, 2023. The decrease is caused by the Lind notes settlement in prior year.
Change
in Fair Value of Derivative and Warrant Liabilities. Change in fair value of derivative and warrant liabilities decreased to
a loss of $327,122 for the three months ended June 30, 2024 from a gain of $99,577 for the three months ended June 30, 2023. The decrease
is attributable to the fair value measurement for the derivative liability and warrant liability for the three months ended June 30, 2024.
Interest
Expense. Interest expense increased to $871,249 for the three months ended June
30, 2024 from $315,787 for the three months ended June 30, 2023. The increase is attributable to the amortization of the Lind convertible
debt discount and due to the payments made to the Lind note which entered on May 30, 2023.
Net
Loss. Net loss was $1,841,967 for the three months ended June 30, 2024 as compared
to $1,451,735 for the three months ended June 30, 2023. The increase in net loss is primarily attributable to the increase in the amortization
of Lind convertible debt discount.
Six
months ended June 30, 2024 and 2023
Net
Revenue. Revenue for the six months ended June 30, 2024 increased 13.6% to $4,036,887 as compared to $3,554,001 for the six months
ended June 30, 2023 as a result of increase in poundage sold during the six months ended June 30, 2024.
Cost
of Goods Sold. Cost of goods sold for the six months ended June 30, 2024 increased to $3,571,608 as compared to $3,188,624 for the
six months ended June 30, 2023. This increase is attributable to the increase in poundage sold in the cost of goods and increase of inventory reserve.
Gross
Profit. Gross profit for the six months ended June 30, 2024 increased to $465,279 as compared to gross profit of $365,377 in the
six months ended June 30, 2023. This increase is attributable to increase in sales.
Commissions
Expense. Commissions expense increased to $4,221 for the six months ended June 30, 2024 from $1,746 for the six months ended June
30, 2023. This increase was due to higher commissionable revenues for the six months ended June 30, 2024.
Salaries
and Wages Expense. Salaries and wages expense decreased to $597,239 for the six months ended June 30, 2024 as compared to $996,965
for the six months ended June 30, 2023. This decrease is mainly attributable to a strategic reduction in salaries completed in the year
end December 31, 2023.
Depreciation
and Amortization. Depreciation and amortization expense decreased to $2,676 for the six months ended June 30, 2024 as compared to
$30,337 for the six months ended June 30, 2023. This decrease is attributable to lower depreciation due to no depreciable purchases of
fixed assets during the six months ended June 30, 2024.
Other
Operating Expense. Other operating expense increased to $1,395,065 for the six months ended June 30, 2024 from $1,362,789 for the
six months ended June 30, 2023. This increase is mainly attributable to legal and professional related to our business operations.
Other
Income. Other income increased for the six months ended June 30, 2024 to $49,662 from $27,194 for the six months ended June 30, 2023.
This increase is mainly attributable to the collections by Coastal Pride of receivables existing prior to the acquisition of Coastal
Pride by the Company.
Interest
Income. Interest income decreased to $0 for the six months ended June 30, 2024 from $24 for the six months ended June 30, 2023. The
decrease is attributable to no interest earned for the six months ended June 30, 2024.
Loss
on Settlement of Debt. Loss on settlement of debt decreased to $0 for the six months ended June
30, 2024 from $833,019 for the six months ended June 30, 2023. The decrease is caused by the Lind notes settlement in prior year.
Change
in Fair Value of Derivative and Warrant Liabilities. Change in fair value and derivative and warrant liabilities decreased to
a loss of $244,486 for the six months ended June 30, 2024 from a gain of $99,577 for the six months ended June 30, 2023. The decrease
is attributable to the fair value measurement for the derivative liability and warrant liability for the six months ended June 30, 2024.
Interest
Expense. Interest expense increased to $1,206,316 for the six months ended June
30, 2024 from $670,453 for the six months ended June 30, 2023. The increase is attributable to the amortization of the Lind convertible
debt discount and due to the payments made to the Lind note which entered on May 30, 2023.
Net
Loss. Net loss was $2,935,062 for the six months ended June 30, 2024 as compared
to $3,403,137 for the six months ended June 30, 2023. The decrease in net loss is primarily attributable to the decrease loss of settlement
of debt.
Liquidity
and Capital Resources
The
Company had cash of $73,110 as of June 30, 2024. At June 30, 2024, the Company had a working capital surplus of $2,534,259, including
$44,038 in stockholder loans, and the Company’s primary sources of liquidity consisted of inventory of $2,638,108 and accounts
receivable of $600,478.
The
Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and
a working capital line of credit.
Cash
(Used in) Operating Activities. Cash used in operating activities during the six months ended June 30,
2024 was $2,639,077 as compared to cash used in operating activities of $1,573,217 for the six months ended June 30, 2023. The increase
is primarily attributable to decrease in payables and customer refunds of $1,250,508, offset by the increase in inventory of $2,058,607
and other current assets of $259,877 for the six months ended June 30, 2024 compared with the six months ended June 30, 2023.
Cash
(Used in) Investing Activities. Cash used in investing activities for the six months ended June 30, 2024
was $57,797 as compared to cash used in investing activities of $15,351 for the six months ended June 30, 2023. The increase was mainly
attributable to an increase in the purchase of fixed assets for the six months ended June 30, 2024 compared to the purchases of fixed
assets for the six months ended June 30, 2023.
Cash
Provided by Financing Activities. Cash provided by financing activities for the six months ended June 30, 2024 was $2,650,048 as
compared to cash provided by financing activities of $1,538,386 for the six months ended June 30, 2023. The increase is mainly attributable
due to the no repayments of working capital line of credit during the six months ended June 30, 2024.
Off-Balance
Sheet Arrangements
We
currently have no off-balance sheet arrangements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
as of June 30, 2024, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation our principal executive
officer and principal financial officer have concluded that based on the material weaknesses discussed below our disclosure controls
and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted
under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s
rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our
principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were:
|
● |
inadequate
control over the monitoring of inventory maintained in the Company’s third-party warehouse; |
|
|
|
|
● |
ineffective
controls over the Company’s financial close and reporting process; and |
|
|
|
|
● |
inadequate
segregation of duties consistent with control objectives, including lack of personnel resources and technical accounting expertise
within the accounting function of the Company. |
Management
believes that the material weaknesses that were identified did not have an effect on our financial results. However, management believes
that these weaknesses, if not properly remediated, could result in a material misstatement in our financial statements in future periods.
Management’s
Remediation Initiatives
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to further
initiate, the following measures, subject to the availability of required resources:
|
● |
We
plan to create a position to segregate duties consistent with control objectives and hire personnel resources with technical accounting
expertise within the accounting function; and |
|
|
|
|
● |
We
plan to create an internal control framework that will address financial close and reporting process, among other procedures. |
Changes
in Internal Control over Financial Reporting
During
the period covered by this Quarterly Report, there were no changes in our internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There
are no material pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of
record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material
interest adverse to us.
ITEM
1A. RISK FACTORS
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except
as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under
the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
On
January 23, 2024, February 1, 2024, March 8, 2024, April 8, 2024, May 10, 2024, and July 1,2024, the Company issued 1,528, 1,654,
2,056, 2,391, 3,928, and 9,900 shares of common stock, respectively, to the designee of ClearThink Capital for consulting services
provided to the Company.
On June 6, 2024, June 13, 2024, June 27, 2024, June 28, 2024, July 17,
2024, and July 23, 2024, the company issued 55,954, 55,954, 113,751, 56,970, 64,850, and 64,850 shares of common stock to Lind in satisfaction
of a convertible promissory note.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
BLUE
STAR FOODS CORP. |
|
|
|
Dated:
August 14, 2024 |
By:
|
/s/
John Keeler |
|
Name: |
John
Keeler |
|
Title: |
Executive
Chairman and Chief Executive Officer (Principal Executive Officer) |
|
|
|
Dated:
August 14, 2024 |
By: |
/s/
Claudia Campos |
|
Name:
|
Claudia
Campos |
|
Title:
|
Corporate
Controller
(Principal
Financial and Accounting Officer) |
Exhibit
10.86
SECURITIES
PURCHASE AGREEMENT
This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of August [ ], 2024, by and between BLUE STAR FOODS
CORP., a Delaware corporation, with headquarters located at 3000 NW 109th Avenue, Miami, FL 33172 (the “Company”),
and [ ], a [ ] company, with its address at 66 West Flagler Street, Suite 900 #2292,
Miami, FL 33130 (the “Buyer”).
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act;
B.
The Company intends to enter into securities purchase agreements on the same terms as this Agreement (the “August 2024 Offering”)
for the issuance of promissory notes in the aggregate principal amount of up to $550,000.00 (including the principal amount of the Note
(as defined below)) (collectively the “August 2024 Notes”), up to 39,300 shares of Common Stock (as defined below) as a commitment
fee (collectively, the “August 2024 Commitment Shares”) (the August 2024 Notes, Common Stock into which the August 2024 Notes
are convertible into, and August 2024 Commitment Shares are collectively referred to herein as the “August 2024 Securities”)
(for the avoidance of doubt, the Securities (as defined in this Agreement) are being issued as part of the August 2024 Securities);
C.
As part of the August 2024 Offering, Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer,
upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $275,000.00
(as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto
as Exhibit A, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the
“Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and
D.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth
immediately below its name on the signature pages hereto; and
E.
The Company wishes to issue 19,650 shares of Common Stock (the “Commitment Shares”), to the Buyer as additional consideration
for the purchase of the Note, which all shall be earned in full as of the Closing Date, as further provided herein; and
F.
In connection with this Agreement, the Company and the Buyer have entered into a registration rights agreement (the “Registration
Rights Agreement”) on the date of this Agreement, a form of which is attached hereto as Exhibit C.
NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:
1.
Purchase and Sale of Note.
a.
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees
to purchase from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall
mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required
by law or executive order to remain closed.
b. Form
of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $250,000.00 (the “Purchase Price”)
for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the
Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company
shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.
c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date
that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.
d.
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).
1A.
Commitment Shares. On or before the Closing Date, the Company shall issue the Commitment Shares to the Buyer, which shall be earned
in full as of the Closing Date.
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:
a.
Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and Commitment Shares (the Note, Commitment Shares,
shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”) shall collectively
be referred to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that
by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.
d.
Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be,
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for
so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business
and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the
Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following
such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors
or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained
in Section 3 below.
e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.
f. Transfer
or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost
of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance
and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a
successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable
exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in
form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the
Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule
and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor
any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained
herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending
arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the
Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be required to provide the Company with any
notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.
g.
Legends. The Buyer understands that until such time as the Note, Commitment Shares, and/or Conversion Shares, have been registered
under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without
any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):
“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE
EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The
legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of
Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable
shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,
Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section
4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its
transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined
in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.
h.
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:
a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used,
operated and conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each
is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing
in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse
Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company
or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered
into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Company owns, directly or indirectly, any equity or other ownership interest.
b.
Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note, Commitment Shares, and Conversion Shares by the Company
and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note,
as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders,
or its debt holders is required, (iii) this Agreement and the Note (together with any other instruments executed in connection herewith
or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative
is the true and official representative with authority to sign this Agreement, the Note and the other instruments documents executed
in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery
by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with their terms.
c.
Capitalization; Governing Documents. As of August 12, 2024, the authorized capital stock of the Company consists of: 100,000,000
authorized shares of Common Stock, of which 2,511,458 shares were issued and outstanding, and 10,000,000 authorized shares of preferred
stock, of which 0 shares of preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company,
the Conversion Shares, and Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company
or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement,
other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options,
warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital
stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound
to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under
which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and
(iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement
providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the
Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate
of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of
all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect
thereto.
d.
Issuance of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the
Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and
encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.
e.
Issuance of Commitment Shares. The issuance of the Commitment Shares are duly authorized and will be validly issued, fully paid
and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject
to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
f.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares
to the Common Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of
the Note, the Conversion Shares, are absolute and unconditional regardless of the dilutive effect that such issuance may have on the
ownership interests of other shareholders of the Company.
g.
No Conflicts. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance
of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or
By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with
notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities
is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet provision contained
in any other contract in which the Company is a party thereto or any security issued by the Company. Neither the Company nor any of its
Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor
any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or
any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take
any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of
its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse
Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the
Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically
contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required
to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory
agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations
under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the
terms hereof and, upon conversion of the Note, issue Conversion Shares. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.
The Company is not in violation of the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate
that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing. The “Principal Market” shall mean the principal
securities exchange or trading market where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets,
any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.
h.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under
applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their
respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods
involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included
in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course
of business subsequent to March 31, 2024, and (ii) obligations under contracts and commitments incurred in the ordinary course of business
and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or
in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).
i.
Absence of Certain Changes. Since March 31, 2024, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting
status of the Company or any of its Subsidiaries.
j.
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have
a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the
Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a
Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the
foregoing.
k.
Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all
patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,
service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding
pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to
any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated
in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products,
services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of
any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of their Intellectual Property.
l.
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.
m.
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any
taxing authority.
n.
Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain
from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner.
o.
Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided
to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct
in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein
or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists
with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,
which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so
publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated
into an effective registration statement filed by the Company under the 1933 Act).
p.
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely
in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.
q.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer, except with respect to the August 2024 Securities. The
issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current
or future) for purposes of any shareholder approval provisions applicable to the Company or its securities, except with respect to the
August 2024 Securities.
r.
No Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company represents and warrants
that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s), in such capacity with respect to the Buyer,
solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement. The Company represents
and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) is required to be registered as
a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate the transactions encompassed by this
Agreement, Registration Rights Agreement, the Note, and the related transaction documents entered into in connection herewith (the “Transaction
Documents”), (ii) fulfill the Buyer’s obligations under the Transaction Documents, or (iii) exercise any of the Buyer’s
rights under the Transaction Documents (including but not limited to the sale of the Securities).
s.
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties
and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending
or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company
nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,
defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since
March 31, 2024, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults
or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults
or violations would not have a Material Adverse Effect.
t.
Environmental Matters.
(i)
There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,
circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability
or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local
or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor
is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances
or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.
(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were
released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the
property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any
of its Subsidiaries’ business.
(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.
u.
Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good
and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property
and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as would not have a Material Adverse Effect.
v.
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the
Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will
provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors
and omissions coverage, and commercial general liability coverage.
w.
Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,
in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is
permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
x.
Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
y.
Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets
have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute
and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after
giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would
impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial
statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue
as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
z.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.
aa.
No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act
filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
bb.
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any
of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to
determine whether any Issuer Covered Person is subject to a Disqualification Event.
cc.
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation
for soliciting another to purchase any other securities of the Company.
dd.
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of
the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises
a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve.
ee.
Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s
knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any
other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or
indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of
applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any
elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of
the Company or any of its Subsidiaries.
ff.
Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations
or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it
will be considered an Event of Default under Section 3.4 of the Note.
4.
ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.
a.
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of
this Agreement.
b.
Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to
provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as
the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.
c.
Use of Proceeds. The Company shall use the Purchase Price first for the repayment in full of that certain convertible promissory
note in the original principal amount of $138,000 issued by the Company to 1800 Diagonal Lending LLC on or around April 16, 2024, as
well as the repayment in full of that certain promissory note in the original principal amount of $240,000 issued by the Company to FirstFire
Global Opportunities Fund, LLC on or around May 17, 2024, and second for business development, and not for any other purpose, including
but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates,
(ii) the repayment of any debt issued in corporate finance transactions (including but not limited to promissory notes that have the
ability to be converted into Common Stock), (iii) any loan to or investment in any other corporation, partnership, enterprise or other
person (except in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance to any officers,
directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation. The
Company shall, on or before November 9, 2024, repay all amounts owed by the Company to (i) Lind Global Fund II LP and its affiliates,
(ii) Agile Lending, Agile Capital Funding, LLC, and each of such entities’ affiliates (except with respect to the term loan in
the original principal amount of $210,000 issued by the Company on or around May 9, 2024, which is outstanding in the amount of $294,000
as of the date of this Agreement), and (iii) ClearThink Capital Partners, LLC and its affiliates.
d.
Right of Participation and First Refusal.
(i)
Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement
until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase,
or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’
debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security
that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock
(any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into
any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).
(ii)
The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent
Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are
to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged
and (y) offer to issue and sell to or exchange with the Buyer (in each case, an “Offer”) at least one hundred percent (100%)
of the securities in the Subsequent Placement (the “ROFR Percentage”), provided, however, that if any of the other August
2024 Notes are outstanding at such time, then the ROFR Percentage shall be allocated amongst the holders of the August 2024 Notes on
a pro rata basis in proportion to the aggregate principal amount of the August 2024 Notes then outstanding. In the event that any of
the holders of the August 2024 Notes elects not to participate in the full amount of their pro rata portion of the respective ROFR Percentage,
then such remaining unexercised ROFR Percentage shall be allocated to the other holders of the August 2024 Notes on a pro rata basis
in proportion to the aggregate principal amount of August 2024 Notes then outstanding.
(iii)
To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company
prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice
(the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”).
The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions
(including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions
is agreed to in writing between the Company and Buyer. The Buyer may elect to exchange any amounts owed under the Note in lieu of cash
consideration with respect to all or any portion of the Subscription Amount.
(iv)
Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent
Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or
conditions cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such
new Offer shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice.
e.
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right
or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision
to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly
agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated
thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default
interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company
may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document,
agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the
date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note
and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded
by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer
with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such
excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Buyer’s election.
f.
Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full
or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which
consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure
of any material assets other than in the ordinary course of business.
g.
Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock
on the Principal Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink
Sheets electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations
under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The
Company shall promptly provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic
quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.
h.
Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation with the
written consent of the Buyer or sale of all or substantially all of the Company’s assets with the written consent of the Buyer,
where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements
and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading
or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.
i.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities, except with respect to the August 2024 Securities.
j.
Compliance with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note, Commitment Shares,
or any Conversion Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to
be subject to the reporting requirements of the 1934 Act. During the period that the Buyer beneficially owns the Note, Commitment Shares,
or any Conversion Shares, if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without
limitation, the failure to satisfy the current public information requirements under Rule 144(c) or (ii) if the Company has ever been
an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition
set forth in Rule 144(i)(2) (each, a “Public Information Failure”) then, as partial relief for the damages to the Buyer by
reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies
available pursuant to this Agreement, the Note, or at law or in equity), the Company shall pay to the Buyer an amount in cash equal to
three percent (3%) of the Purchase Price on each of the day of a Public Information Failure and on every thirtieth day (pro rated for
periods totaling less than thirty days) thereafter until the date such Public Information Failure is cured. The payments to which a holder
shall be entitled pursuant to this Section 4(j) are referred to herein as “Public Information Failure Payments.” Public Information
Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure
Payments are incurred and (iii) the third business day after the event or failure giving rise to the Public Information Failure Payments
is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure
Payments shall bear interest at the rate of 5% per month (prorated for partial months) until paid in full.
k.
Acknowledgement Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not
effect any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which
establishes a net short position with respect to the Common Stock.
l.
Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for
promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal
Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns
is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied
and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement)
or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may
(at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct
its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company”
in connection with its obligations under this Agreement or otherwise.
m.
Piggy-Back Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth in Exhibit
B hereto.
n.
Most Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and
unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares
of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise
benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor
does not receive the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits
established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights
and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.
o.
Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the
Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into,
exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares
of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or
(ii) enters into any agreement, including, but not limited to, an Equity Line of Credit (as defined in the Note), whereby the Company
may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude
any such issuance, which remedy shall be in addition to any right to collect damages.
p.
Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide
the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public
information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep
such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer
without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality
to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade
on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To the extent
that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains
material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other
material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement
or the related transaction documents, if the Company provides any material non-public information to the Buyer without their prior written
consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information,
it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information
is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.
q.
D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf
of the Company’s (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to
any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based
on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.
r.
Shareholder Approval; Prohibition on Issuance. “Shareholder Approval” means the approval of a sufficient amount of
holders of the Company’s Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule
5635(e), to effectuate the transactions contemplated by the August 2024 Offering (including but not limited to the issuance of all of
the August 2024 Securities), in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (equal to 502,040 shares
of Common Stock) (the “Exchange Cap”), subject to appropriate adjustment for any stock dividend, stock split, stock combination,
rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Exchange
Cap shall be prorated amongst the purchasers of the August 2024 Securities (the “August 2024 Buyers”) on a pro rata basis
based upon the original principal amount of the August 2024 Notes issued to such holder and the aggregate original principal amount of
all of the August 2024 Notes issued in the August 2024 Offering (the “Allocated Exchange Cap”, which for the avoidance of
doubt is equal to 251,020 shares of Common Stock with respect to the Buyer, subject to appropriate adjustment for any stock dividend,
stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases
the Common Stock). The Company shall not use the Allocated Exchange Cap for any purpose other than for the issuance of Common Stock to
the Buyer pursuant to the Transaction Documents. The Company shall hold a special meeting of shareholders on or before the date that
is seventy-five (75) calendar days after the date of this Agreement, for the purpose of obtaining Shareholder Approval, with the recommendation
of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders
in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders
shall vote their proxies in favor of such proposal. In addition, all members of the Company’s Board of Directors and all of the
Company’s executive officers shall vote in favor of such proposal, for purposes of obtaining the Shareholder Approval, with respect
to all securities of the Company then held by such persons. The Company shall use its commercially reasonable efforts to obtain such
Shareholder Approval on or before December 31, 2024. If the Company does not obtain Shareholder Approval at the first meeting, the Company
shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until the
Shareholder Approval becomes effective pursuant to the rules promulgated under the 1934 Act, the Company shall not hold any meeting of
its shareholders unless the Company also includes a proposal for obtaining the Shareholder Approval in such meeting. Until the Shareholder
Approval becomes effective pursuant to the rules promulgated under the 1934 Act, the Buyer shall not be issued in the aggregate, pursuant
to this Purchase Agreement or upon conversion of the Note, shares of Common Stock in an amount greater than the Allocated Exchange Cap.
In the event that the Buyer shall sell or otherwise transfer any of such Buyer’s Note, the transferee shall be allocated a pro
rata portion of such transferor Buyer’s Allocated Exchange Cap, and the restrictions of the prior sentence shall apply to such
transferee with respect to the portion of the Allocated Exchange Cap allocated to such transferee. In the event that the entire Note
is converted into a number of Common Shares which, in the aggregate and combined with the Commitment Shares, is less than the Allocated
Exchange Cap, then the difference between the Allocated Exchange Cap and the number of Common Shares actually issued to Buyer shall be
allocated amongst the holders of the August 2024 Notes on a pro rata basis in proportion to the aggregate principal amount of the August
2024 Notes then outstanding.
s.
No Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the Company
shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is currently,
or ever has been, a broker-dealer under the Securities Exchange Act of 1934.
t.
Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section
4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under
Section 3.3 of the Note.
5.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates
and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of
the Note, the Conversion Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms
thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions
in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares
of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company.
Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to
Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular
date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section
2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred
to in this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer
agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated
form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required
by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the
Note and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within
6 hours of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set
forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.
If the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary
for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration
under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be
sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case
of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name
and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all
other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing
economic loss and without any bond or other security being required.
6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the
Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
a.
The Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company.
b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.
c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of
the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.
d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing
Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
a.
The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer.
b.
The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance
with Section 1(b) above.
c.
The Company shall have delivered to the Buyer the Commitment Shares.
d.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.
e.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
f.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
g.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.
h.
Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.
i.
The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of
its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,
as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly
called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated
hereby.
j.
The Company shall have delivered to the Buyer a legal opinion from the Company’s counsel covering the transactions contemplated
by the Transaction Documents in a form acceptable to the Buyer.
8.
Governing Law; Miscellaneous.
a.
Arbitration of Claims; Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit D of this Purchase
Agreement) (the “Claims”) arising under this Agreement or any other agreement between the Company and Buyer or their respective
affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer
or their respective affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit D of the Purchase Agreement
(the “Arbitration Provisions”). The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally
binding on the Company and Buyer hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company
represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about
such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious
and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that
Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon
the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced
in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be
governed by, the internal laws of the State of Wyoming, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Wyoming or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of Wyoming. The Company and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims
arising under this Agreement or any other agreement between the Company and Buyer or their respective affiliates (including but not limited
to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer or their respective affiliates shall
be in the State of Florida, County of Miami-Dade. Without modifying the Company’s and Buyer’s mandatory obligations to resolve
disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents
(and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or
other agreement between the Company’s transfer agent and the Company, such litigation specifically includes, without limitation
any action between or involving Company and the Company’s transfer agent under the Irrevocable Transfer Agent Instructions or otherwise
related to Buyer in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary
restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Buyer for any reason)),
each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting
in the State of Florida, County of Miami-Dade, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof,
(iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction,
temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Buyer for
any reason) outside of any state or federal court sitting in the State of Florida, County of Miami-Dade, and (iv) waives any claim of
improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the
bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding
anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer
to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of the Buyer, including through
a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject
to the jurisdiction of any such court, and any claim that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper (including but not limited to based upon forum non conveniens). THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement
or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or
dispute brought in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or
thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
b.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature
hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.
c.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed
against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part
of, or affect the interpretation of, this Agreement.
d.
Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.
e.
Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by
the Buyer.
f. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be:
If
to the Company, to:
BLUE
STAR FOODS CORP.
3000
NW 109th Avenue
Miami,
FL 33172
Attention:
John Keeler
e-mail:
jkeeler@bluestarfoods.com
If
to the Buyer:
[ ]
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the
Buyer. The Buyer may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act)
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without
the consent of the Company.
h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
j.
Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press
releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release
or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon).
k.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
l.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
m.
Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder,
and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect,
indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect
investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or
any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or
obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these
purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance
or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby,
(ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated
by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable
law.
n.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated
hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall
be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to
an injunction or injunctions restraining, preventing or curing any breach of this Agreement, the Note, or any other agreement, certificate,
instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without
the necessity of showing economic loss and without any bond or other security being required.
o.
Payment Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note,
or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or
exercises its rights hereunder, pursuant to the Note, or pursuant to any other agreement, certificate, instrument or document contemplated
hereby or thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not
limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a
trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law,
foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation
or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal
to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government
entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law,
common law or equitable cause of action).
p.
Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.
q.
Electronic Signature. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic
mail or in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of
2000)) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.
r.
Equal Treatment of Purchasers. No consideration (including any modification of any transaction documents relating to the August
2024 Offering) shall be offered or paid to any of the August 2024 Buyers to amend or consent to a waiver or modification of any provision
of the transaction documents relating to the August 2024 Offering unless the same consideration is also offered to all of the August
2024 Buyers. Further, the Company shall not make any payment of principal or interest on the August 2024 Notes in amounts which are disproportionate
to the respective principal amounts outstanding under the August 2024 Notes at the time of such payment. For clarification purposes,
this provision constitutes a separate right granted to each of the August 2024 Buyers by the Company and negotiated separately by each
of the August 2024 Buyers, and is intended for the Company to treat the August 2024 Buyers as a class and shall not in any way be construed
as the August 2024 Buyers acting in concert or as a group with respect to the purchase, disposition or voting of August 2024 Securities
or otherwise.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
BLUE
STAR FOODS CORP. |
|
|
|
|
By: |
/s/
JOHN KEELER |
|
Name:
|
JOHN
KEELER |
|
Title:
|
CHIEF
EXECUTIVE OFFICER |
|
SUBSCRIPTION
AMOUNT:
Principal Amount of Note: $275,000.00
Actual Amount of Purchase Price of Note: $250,000.00
EXHIBIT
A
FORM
OF NOTE
[attached
hereto]
EXHIBIT
B
PIGGY-BACK
REGISTRATION RIGHTS
All
of the Conversion Shares and Commitment Shares shall be deemed “Registrable Securities” subject to the provisions of this
Exhibit B. All capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities
Purchase Agreement to which this Exhibit is attached.
1.
Piggy-Back Registration.
1.1
Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement
under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders
of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed
in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection
with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities
appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before
the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included
in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of
such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall
cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the
understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing
market prices on the same date that the Registration Statement is declared effective by the SEC).
1.2
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 1.5 below.
1.3
The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which,
the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of
the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after
receipt of such notification until the receipt of such supplement or amendment.
1.4
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such
holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time
to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish
the Company with such information.
1.5
All fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and
expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the
SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading,
(C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of
the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder
of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the
Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection
with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements of a single
special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities
requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event
shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.
1.6
The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers,
directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls
the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act)
and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally
equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual
or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact
contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or
in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or
any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit
B, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the
Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer
and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Exhibit B of which the Company is aware.
1.7
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate
to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted
in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by,
the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include
any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such
party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7
were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder
of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds
actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related
prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.
[End
of Exhibit B]
EXHIBIT
C
FORM
OF REGISTRATION RIGHTS AGREEMENT
[attached
hereto]
Exhibit
D
ARBITRATION
PROVISIONS
1.
Dispute Resolution. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising
out of or relating to any of the Transaction Documents or the relationship of the parties or their affiliates shall be in the State of
Florida, County of Miami-Dade. For purposes of this Exhibit D, the term “Claims” means any disputes, claims,
demands, causes of action, requests for injunctive relief, requests for specific performance, questions regarding severability of any
provisions of the Transaction Documents, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected
with the transactions contemplated in the Transaction Documents and any communications between the parties related thereto, including
without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory
estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims
to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents.
The term “Claims” specifically excludes a dispute over the Note Calculations (as defined in the Note), and the parties hereby
acknowledge and agree that a dispute over any Note Calculations (as defined in the Note) shall be resolved by the parties as expressly
provided for in the Note. The parties to this Agreement (the “parties”) hereby agree that the Claims may be arbitrated
in one or more Arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all
other Claims). The parties hereby agree that the arbitration provisions set forth in this Exhibit D (“Arbitration Provisions”)
are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction
Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant
to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall
also survive any termination or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have
the meaning set forth in the Agreement.
2.
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted exclusively in the State of Florida, County of Miami-Dade and pursuant to the terms set forth in these Arbitration Provisions.
Subject to the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree
that the award of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final
and binding upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings
presented or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with
respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred
in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the
party resisting such enforcement. The Arbitration Award shall include Default Interest (as defined or otherwise provided for in the Note,
“Default Interest”) (with respect to monetary awards) at the rate specified in the Note for Default Interest both
before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court
sitting in the State of Florida, County of Miami-Dade.
3.
The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Wyoming Uniform Arbitration
Act, W.S. 1-36-101 through 1-36-119 (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding
the foregoing, pursuant to, and to the maximum extent permitted by, the Arbitration Act, in the event of conflict or variation between
the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall
control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict
with or vary from these Arbitration Provisions.
4.
Arbitration Proceedings. Arbitration between the parties will be subject to the following:
4.1
Initiation of Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving
written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section
8(f) of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed
initiated as of the date that the Arbitration Notice is deemed physically delivered to such other party under Section 8(f) of the Agreement
(the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or
fax pursuant to Section 8(f) of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature
of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must
be pleaded consistent with the Wyoming Rules of Civil Procedure.
4.2
Selection and Payment of Arbitrator.
(a)
Within ten (10) calendar days after the Service Date, Buyer shall select and submit to Company the names of three (3) arbitrators that
are designated as “neutrals” or qualified arbitrators by American Arbitration Association (“AAA”) (https://www.adr.org/)
or other arbitration service provider agreed upon by the parties (such three (3) designated persons hereunder are referred to herein
as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral”
with AAA or other arbitration service provider agreed upon by the parties. Within five (5) calendar days after Buyer has submitted to
Company the names of the Proposed Arbitrators, Company must select, by written notice to Buyer, one (1) of the Proposed Arbitrators to
act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators
in writing within such 5-day period, then Buyer may select the arbitrator from the Proposed Arbitrators by providing written notice of
such selection to Company.
(b)
If Buyer fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph
(a) above, then Company may at any time prior to Buyer so designating the Proposed Arbitrators, identify the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the
parties by written notice to Buyer. Buyer may then, within five (5) calendar days after Company has submitted notice of its Proposed
Arbitrators to Buyer, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties
under these Arbitration Provisions. If Buyer fails to select in writing and within such 5-day period one (1) of the three (3) Proposed
Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by
providing written notice of such selection to Buyer.
(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected
such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the
chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators
decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this
Paragraph 4.2.
(d)
The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both
parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator
resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to
continue the Arbitration. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list
of neutrals and there is no successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American
Arbitration Association.
(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if
one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to
the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.
4.3
Applicability of Certain Wyoming Rules. The parties agree that the Arbitration shall be conducted generally in accordance with
the Wyoming Rules of Civil Procedure and the Wyoming Rules of Evidence. More specifically, the Wyoming Rules of Civil Procedure shall
apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions.
The Wyoming Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the
foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions.
In the event of any conflict between the Wyoming Rules of Civil Procedure or the Wyoming Rules of Evidence and these Arbitration Provisions,
these Arbitration Provisions shall control.
4.4
Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required
deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against
such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.
4.5
[Intentionally Omitted].
4.6
Discovery. The parties agree that discovery shall be conducted as follows:
(a)
Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,
and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded
in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations
set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited
as follows:
(i)
To facts directly connected with the transactions contemplated by the Agreement.
(ii)
To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or
less expensive than in the manner requested.
(b)
No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests
for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than
three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions
will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition
of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending
the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,
then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must
pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is
deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated
attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision.
(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator
and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation
of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Wyoming Rules of Civil Procedure.
The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the
arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written
challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to
one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding
as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires
the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires
the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s
finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or
a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’
fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests
(as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery
requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production
subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before
the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.
(d)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth
in these Arbitration Provisions and the Wyoming Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a
discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Wyoming Rules of Civil Procedure,
the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in
part.
(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of
the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:
(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name
and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other
cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)
the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert
witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter
not fairly disclosed in the expert report.
4.6
Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant to the Wyoming Rules of Civil Procedure
(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the
arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion.
Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other
party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar
days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to
the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If
the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the
Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion
shall proceed regardless.
4.7
Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including
without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential
in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party
or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving
party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court
of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives
and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. The arbitrator
is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information and confidential information
upon the written request of either party.
4.8
Authorization; Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize
and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the
Arbitration proceedings to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred
twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling
conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various
binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render
a decision prior to the end of such 120-day period.
4.9
Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief
which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.
4.10
Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory
fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,
and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.
5.
Arbitration Appeal.
5.1
Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have
a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel
of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein
as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph
4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,
the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond
in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.
In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance
with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will
not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)
to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.
If no party delivers an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described
in this Paragraph 5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of
the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.
5.2
Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof
of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)
person arbitration panel (the “Appeal Panel”).
(a)
Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators
that are designated as “neutrals” or qualified arbitrators by AAA (https://www.adr.org/) or other arbitration service provider
agreed upon by the parties (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”).
For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration
service provider agreed upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original
Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal
Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the
members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day
period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such
selection to the Appellant.
(b)
If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the
Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed
Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators
by AAA or other arbitration service provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice
to the Appellee. The Appellee may then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators
to the Appellee, select, by written notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If
the Appellee fails to select in writing within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the
members of the Appeal Panel, then the Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list
of five (5) arbitrators by providing written notice of such selection to the Appellee.
(c)
If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal
Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date
a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three
(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator
selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators
who have already agreed to serve shall remain on the Appeal Panel.
(d)
The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)
delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal
Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in
writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel
to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes
of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make
determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator
on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator
shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If AAA or other arbitration
service provider agreed upon by the parties ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel
shall be selected under the then prevailing rules of the American Arbitration Association.
(d)
Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.
5.3
Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and
all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate
for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous
evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents
filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal
Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new
witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the
Arbitration Award.
5.4
Timing.
(a)
Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal
Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply
Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of
this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.
If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply
Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and
the Appeal shall proceed regardless.
(b)
Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar
days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).
5.5
Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,
to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include
Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration
Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in the State of Florida,
County of Miami-Dade.
5.6
Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal
Panel may not award exemplary or punitive damages.
5.7
Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party
being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any
statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the
Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal
Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges
awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including
without limitation in connection with the Appeal).
6.
Miscellaneous.
6.1
Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision
shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration
Provisions shall remain unaffected and in full force and effect.
6.2
Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Wyoming without regard to the conflict
of laws principles therein.
6.3
Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,
or affect the interpretation of, these Arbitration Provisions.
6.4
Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed
by the party granting the waiver.
6.5
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.
[Remainder
of page intentionally left blank]
Exhibit
10.87
NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A
OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
Principal
Amount: $275,000.00 |
Issue
Date: August 12, 2024 |
Actual
Amount of Purchase Price: $250,000.00 |
|
PROMISSORY
NOTE
FOR
VALUE RECEIVED, BLUE STAR FOODS CORP., a Delaware corporation (hereinafter called the “Borrower” or the “Company”)
(Trading Symbol: BSFC), hereby promises to pay to the order of [ ] a [ ] company, or registered
assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum of $275,000.00 (the
“Principal Amount”) (subject to adjustment herein), of which $250,000.00 is the actual amount of the purchase price hereof
plus an original issue discount in the amount of $25,000.00 (the “OID”), and to pay a one-time interest charge on the Principal
Amount hereof at the rate of ten percent (10%) (the “Interest Rate”) (which is equal to $27,500.00 and shall be guaranteed
and earned in full as of the date hereof (the “Issue Date”)), when such amounts become due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be ten (10) months from the Issue
Date (the “Maturity Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued and
unpaid interest and other fees, shall be due and payable.
This
Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.
Any
Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent
(16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.
All
payments due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (the “Common
Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall
be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of
this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same
shall instead be due on the next succeeding day which is a business day.
Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used
in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading
Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase
Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.
This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
The
following terms shall also apply to this Note:
ARTICLE
I. CONVERSION RIGHTS
1.1
Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the earlier of (i) the date
that any of the Conversion 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 Amount and interest (including
any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any
shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified,
at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower
or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of
communication dispatched on the Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided,
however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion
of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth
on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any
other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares
of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,
for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be
4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person”
and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained
in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of
this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect
on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),
delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided that the
Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)
to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion
Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal
Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if
any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). In addition to the beneficial ownership limitations
provided in this Note, the sum of the number of shares of Common Stock that may be issued under this Note shall be limited to the Allocated
Exchange Cap (as defined in the Purchase Agreement) (the “Allocated Exchange Cap”) unless the Shareholder Approval (as defined
in the Purchase Agreement) (“Shareholder Approval”) is obtained by the Company.
1.2
Conversion Price.
(a)
Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default
Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion
Price”) shall equal $1.50, subject to adjustment as provided in this Note. If at any time the Conversion Price as determined hereunder
for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price
hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional
Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary
to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been
issued had the Conversion Price not been adjusted by the Holder to the par value price. All such Conversion Price determinations are
to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction
that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a
stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any
Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after
such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities
of the Company or the Company’s Subsidiaries (as defined in the Purchase Agreement) which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(b)
Adjustment of Conversion Price. If an Event of Default (as defined in this Note) occurs under the Note, then the Holder shall
have the right to convert up to all amounts outstanding under the Note at any time thereafter into shares of Common Stock as provided
in this Note at the lesser of (i) the then applicable Conversion Price under the Note or (ii) the Market Price (as defined in this Note).
“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., New York time, and ending at 4:00 p.m., New York time, as reported
by Quotestream or other similar quotation service provider designated by the Holder. In lieu of the Company’s payment of an Amortization
Payment, the Company may at any time on or prior to the due date of the respective Amortization Payment, give irrevocable written notice
to the Holder to permit the Holder to voluntarily effectuate the conversion(s) of all amounts outstanding under the Note, at any time
and from time to time at Holder’s sole discretion, at a conversion price equal to the Market Price (each an “Amortization
Optional Conversion”). For the avoidance of doubt, the Holder shall not be required to effectuate such Amortization Optional Conversion(s).
Further, the Company may at any time, at its option by giving irrevocable written notice to the Holder, permit the Holder to voluntarily
effectuate the conversion(s) of any amounts under the Note, at any time and from time to time at Holder’s sole discretion, at a
conversion price equal to the Market Price (each an “Optional Conversion”). For the avoidance of doubt, the Holder shall
not be required to effectuate such Optional Conversion(s).
1.3
Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the
issuance of a number of Conversion Shares equal to the greater of: (a) 1,000,000 shares of Common Stock or (b) the sum of (i) the number
of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at a conversion
price equal to the lesser of (i) the then applicable Conversion Price or (ii) the Market Price (even if the Note is not yet convertible
at the Market Price pursuant to the terms of this Note at the time of such calculation) multiplied by (ii) three (3) (the “Reserved
Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable.
The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or
instructions to have the Conversion Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this
Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or cause
the Company to electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares
or cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this
Note.
If,
at any time, the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in this Note)
under this Note.
1.4
Method of Conversion.
(a)
[Intentionally Omitted].
(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire
unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to
require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder
shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion
of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note
to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered
as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining
unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this
Note represented by this Note may be less than the amount stated on the face hereof.
(c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or
property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held
for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have
established to the satisfaction of the Borrower that such tax has been paid.
(d)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a
facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for
conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order
of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section
1.4(f) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the
entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company
shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion
Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit
the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon
the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to
the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount
equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and
to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last
possible date which the Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii)
the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of
all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued
prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver
a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance
account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant
to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days
after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit
such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise.
Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note
as required pursuant to the terms hereof.
(e)
Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or
Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion,
the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall
be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect
to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,
cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,
the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of
the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any
action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the
holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date
so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York
time, on such date.
(f)
Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions
contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker
with DTC through its Deposit Withdrawal Agent Commission system.
1.5
Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have
been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to
the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii)
such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares
are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares
only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise
provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares
have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption
without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for
the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective
registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as
appropriate:
“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,
REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The
legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares
without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery
by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)
such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be
sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated
by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares
may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.
The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance
with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided
by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,
Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation
S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.
1.6
Effect of Certain Events.
(a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other
Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant
to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount
equal to the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall
mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.
(b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of
another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this
Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which
the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect
to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower
shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least
thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special
meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to
convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.
(c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note
after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would
have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder
of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.
(d)
Purchase Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible
securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock
acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date
as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
(e)
Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or
grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right
to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option
to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person
or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible
notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than
the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive
Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,
options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective
price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion
Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal
to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example,
and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction
(as defined in the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock
at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a
discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion
Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices
of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated
a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment
pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding the
foregoing, this Section 1.6(e) shall not apply to issuances of Common Stock to Lind Global Fund II LP, ClearThink Capital Partners, LLC,
or H.C. Wainwright & Co., LLC pursuant to the exercise or conversion of Common Stock Equivalents outstanding prior to the Issue Date
and disclosed in the SEC Documents (as defined in the Purchase Agreement), so long as such Common Stock Equivalents are not amended on
or after the Issue Date.
(f)
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events
described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each
respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the
Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number
of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion
of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including
but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within
one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion
Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other
securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment
or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences
the adjustment or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the
events described in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied
with the notification provisions in Section 1.6 of this Note.
1.7
[Intentionally Omitted].
1.8
Status as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby (other
than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion
of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights
as the Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for
such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of
a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if the Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion
of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock
by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of
this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered,
adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its
rights and remedies for the Borrower’s failure to convert this Note.
1.9
Prepayment. At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right,
exercisable on fifteen (15) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and
interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising
its right to prepay the Note, and (2) the date of prepayment which shall be fifteen (15) Trading Days from the date of the Optional Prepayment
Notice (the “Optional Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s
receipt of the Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment
Date, to instead convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid
by the Borrower in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts
designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises
its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash
equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the
Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees.
If
the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as
provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section
1.9.
1.10
Repayment from Proceeds. If, at any time on or after the date that an Event of Default (as defined in this Note) occurs under
this Note, and prior to the full repayment or full conversion of all amounts owed under this Note, the Company or any of the Company’s
Subsidiaries receives cash proceeds from any source or series of related or unrelated sources on or after the Issue Date, including but
not limited to, from payments from customers, the issuance of equity or debt, the incurrence of indebtedness, a merchant cash advance,
sale of receivables or similar transaction, the conversion of outstanding warrants of the Company or any of the Company’s Subsidiaries,
the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) of the Company, or the sale of assets (including
but not limited to real property) by the Company or any of the Company’s Subsidiaries, the Company shall, within one (1) business
day of Company’s or the Subsidiaries’ receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following
which the Holder shall have the right in its sole discretion to require the Company or the Subsidiaries to immediately apply up to 25%
of such proceeds (the “Repayment Percentage”) to repay all or any portion of the outstanding Principal Amount and interest
(including any Default Interest) then due under this Note, provided, however, that if any of the other August 2024 Notes (as defined
in the Purchase Agreement) (the “August 2024 Notes”) are outstanding at such time, then the Repayment Percentage shall be
allocated amongst the holders of the August 2024 Notes on a pro rata basis in proportion to the aggregate principal amount of the August
2024 Notes then outstanding. Failure of the Company to comply with this provision shall constitute an Event of Default. “Equity
Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby
the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an
agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s
or underwriter’s resale).
ARTICLE
II. RANKING AND CERTAIN COVENANTS
2.1
Ranking. This Note shall be an unsecured obligation of the Borrower.
2.2
[Intentionally Omitted].
2.3
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without
the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash,
property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s
disinterested directors.
2.4
Restriction on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder’s written consent 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 Borrower
or any warrants, rights or options to purchase or acquire any such shares, or repay any indebtedness of Borrower other than this Note.
2.5
Sale of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s
Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets
outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified
use of the proceeds of disposition.
2.6
Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any similar transaction with
any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates
of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed
Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course
of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall
have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined
in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.
2.7
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not 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) of the
Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”).
In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10)
Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but
not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash
payment or added to the balance of this Note (under Holder’s and Borrower’s expectation that this amount will tack back to
the Issue Date).
2.8
Preservation of Business and Existence, etc. Beginning on the Issue Date and continuing for so long as the Borrower shall have
any obligation under this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business;
(b) sell, divest, change the structure of any material assets other than in the ordinary course of business; (c) enter into a Variable
Rate Transaction; or (d) enter into any Prohibited Transaction (as defined in this Note). “Prohibited Transaction” shall
mean any merchant cash advance transaction, sale of receivables transaction, or any other similar transaction. In addition, so long as
the Borrower shall have any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries
to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than
dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in
which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.
2.9
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles
of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to
protect the rights of the Holder.
2.10
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note.
ARTICLE
III. EVENTS OF DEFAULT
It
shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur on or after the Issue Date:
3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this
Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.
3.2
Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)
any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required
by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or
delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate
for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2)
Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its
transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note,
if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the
option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced
funds shall be added to the principal balance of the Note.
3.3
Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the
Purchase Agreement, Registration Rights Agreement (as defined in the Purchase Agreement) (the “Registration Rights Agreement”),
this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or
in connection herewith or therewith.
3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, Registration
Rights Agreement, this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made.
3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or
apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise be appointed.
3.6
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the
Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
3.7
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary
of the Borrower.
3.8
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements
of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.
3.9
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.10
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its
debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going
concern” shall not be an admission that the Borrower cannot pay its debts as they become due.
3.11
Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future).
3.12
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or
period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding.
3.13
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,
prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount) signed by the successor transfer agent to Borrower and the Borrower.
3.14
Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any notes,
loans, agreements or other instruments of the Company evidencing any indebtedness of the Company (including those filed as exhibits to
or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.
3.15
Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.
3.16
Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s
filing of a Form 8-K pursuant to Regulation FD on that same date.
3.17
Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder
is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s
brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion
of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon
deposit such shares into the Holder’s brokerage account.
3.18
Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s
Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be listed on The Nasdaq Capital Market.
3.19
Market Capitalization. The Borrower fails to maintain a market capitalization of at least $750,000 on any Trading Day, which shall
be calculated by multiplying (i) the closing price of the Borrower’s Common Stock on the Trading Day immediately preceding the
respective date of calculation by (ii) the total shares of the Borrower’s Common Stock issued and outstanding on the Trading Day
immediately preceding the respective date of calculation.
3.20
Failure to Pay an Amortization Payment. The Borrower fails to pay an Amortization Payment (as defined in this Note) when due as
provided in Section 4.16 of this Note.
3.21
Shareholder Approval. The Company fails to obtain the Shareholder Approval prior to the Allocated Exchange Cap Depletion Date
(as defined in this Note). “Allocated Exchange Cap Depletion Date” shall mean the first date that the Allocated Exchange
Cap is reached with respect to the Holder (which, for the avoidance of doubt, is the first date that there are no longer any shares of
Common Stock under the Allocated Exchange Cap available for issuance to Holder).
3.22
Registration Statement Failures. The Borrower fails to (i) file a registration statement (the “Registration Statement”)
covering the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares (as defined in
the Purchase Agreement) (the “Conversion Shares”) and Commitment Shares (as defined in the Purchase Agreement) (the “Commitment
Shares”) within sixty (60) calendar days following the Issue Date, (ii) cause the Registration Statement to become effective within
ninety (90) calendar days following the Issue Date, (iii) cause the Registration Statement to remain effective until the Holder no longer
owns the Note, Conversion Shares, or Commitment Shares, (iv) comply with the provisions of the Registration Rights Agreement in all respects,
or (v) immediately amend the Registration Statement or file a new Registration Statement (and cause such Registration Statement to become
effective as provided in the Registration Rights Agreement) if there are no longer sufficient shares registered under the initial Registration
Statement for the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares and Commitment
Shares.
3.23
Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this
Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
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% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal
fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower.
Holder may, in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock
pursuant to the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date).
For purposes of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other provisions
of this Note. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.
ARTICLE
IV. MISCELLANEOUS
4.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.
4.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be:
If
to the Borrower, to:
BLUE
STAR FOODS CORP.
3000
NW 109th Avenue
Miami,
FL 33172
Attention:
John Keeler
e-mail:
jkeeler@bluestarfoods.com
If
to the Holder:
[ ]
4.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the
Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or supplemented.
4.4
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without
the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined
in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined
under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged
as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance
of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount
of this Note represented by this Note may be less than the amount stated on the face hereof.
4.5
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.
4.6
Arbitration of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall submit all Claims (as defined
in Exhibit D of the Purchase Agreement) (the “Claims”) arising under this Note or any other agreement between the parties
and their affiliates or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions
set forth in Exhibit D of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge
and agree that the Arbitration Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other
provisions of this Note. By executing this Note, Company represents, warrants and covenants that Company has reviewed the Arbitration
Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration
Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations
set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. The Company
acknowledges and agrees that Holder may rely upon the foregoing representations and covenants of the Company regarding the Arbitration
Provisions. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the internal laws of the State of Wyoming, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Wyoming. The Company and Holder consent to and expressly agree that the exclusive
venue for arbitration of any Claims arising under this Note or any other agreement between the Company and Holder or their respective
affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder
or their respective affiliates shall be in the State of Florida, County of Miami-Dade. Without modifying the Company’s and Holder’s
obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of
the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent
services agreement or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes,
without limitation any action between or involving Company and the Company’s transfer agent under the Irrevocable Transfer Agent
Instructions (as defined in the Purchase Agreement) or otherwise related to Holder in any way (specifically including, without limitation,
any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer
agent from issuing shares of Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits
to the exclusive personal jurisdiction of any state or federal court sitting in the State of Florida, County of Miami-Dade, (ii) expressly
submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including,
without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s
transfer agent from issuing shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in the State
of Florida, County of Miami-Dade, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient
forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such
venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall
limit, or shall be deemed or construed to limit, the ability of the Holder to realize on any collateral or any other security, or to
enforce a judgment or other court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction,
or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 4.15 of this Note. The Company hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted
hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited
to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED
HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for
notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing
party in any action or dispute brought in connection with this Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision
of this Note shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Note in that jurisdiction or the validity or enforceability of any provision of this Note
in any other jurisdiction.
4.7
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal
Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,
the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired
upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder
hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt
of a cash payment without the opportunity to convert this Note into shares of Common Stock.
4.8
Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement, and the Transaction
Documents entered into in connection herewith and therewith.
4.9
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the
event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,
consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other
right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed
liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior
to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),
of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief
statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The
Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this Section 4.9.
4.10
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without
any bond or other security being required.
4.11
Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed
against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.
4.12
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right
or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided
that the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall
not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable
law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if
the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any
official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum
Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under
any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness
evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be
refunded to the Company, the manner of handling such excess to be at the Holder’s election.
4.13
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of
law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of this Note.
4.14
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries
of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably
believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably
believes was not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit
of such more favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such
additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security,
and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether
the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another security that may
be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and
original issue discounts.
4.15
Dispute Resolution.
(a)
In the case of a dispute relating to the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue Date, Closing
Date, Maturity Date, the closing bid price, or fair market value (as the case may be) (including, without limitation, a dispute relating
to the determination of any of the foregoing) (the “Note Calculations”), the Company or the Holder (as the case may be) shall
submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of
the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving
rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading
Days following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as
the case may be), then the Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent,
outside accountant selected by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such
Independent Third Party.
(b)
The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 4.15(a) and (B) written documentation supporting its position with respect to such
dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the
Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately
preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood
and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby
waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such
dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered
to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company
and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver
or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the
Required Dispute Documentation.
(c)
The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees
and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.
(d)
The Company expressly acknowledges and agrees that (i) this Section 4.15 constitutes an agreement to arbitrate between the Company and
the Holder (and constitutes an arbitration agreement) under the rules then in effect under the Wyoming Rules of Civil Procedure (“RCP”)
and that the Holder is authorized to apply for an order to compel arbitration pursuant to the RCP in order to compel compliance with
this Section 4.15, (ii) a dispute relating to the Note Calculations includes, without limitation, disputes as to (A) whether an issuance
or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B) the consideration per share at which
an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock
was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security or the like constitutes a Common Stock
Equivalent and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable Transaction Document
shall serve as the basis for the selected Independent Third Party’s resolution of the applicable dispute, such Independent Third
Party shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such Independent
Third Party determines are required to be made by such Independent Third Party in connection with its resolution of such dispute (including,
without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 1.6
of this Note, (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance
or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument,
security or the like constitutes a Common Stock Equivalent and (E) whether a Dilutive Issuance occurred) and in resolving such dispute
such Independent Third Party shall apply such findings, determinations and the like to the terms of this Note and any other applicable
Transaction Documents, and (iv) nothing in this Section 4.15 shall limit the Holder from obtaining any injunctive relief or other equitable
remedies (including, without limitation, with respect to any matters described in this Section 4.15).
4.16
Amortization Payments. In addition to all other payment obligations under this Note, Borrower shall also make the following amortization
payments (each an “Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following
table:
Payment Date: | |
Payment Amount: | |
| |
| |
November 12, 2024 | |
$ | 43,200.00 | |
December 12, 2024 | |
$ | 43,200.00 | |
January 12, 2025 | |
$ | 43,200.00 | |
February 12, 2025 | |
$ | 43,200.00 | |
March 12, 2025 | |
$ | 43,200.00 | |
April 12, 2025 | |
$ | 43,200.00 | |
May 12, 2025 | |
$ | 43,200.00 | |
June 12, 2025 | |
| The entire remaining outstanding balance of the Note | |
The
payment date for each Amortization Payment shall be subject to a five (5) calendar day cure period.
[signature
page follows]
IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on August 12, 2024.
BLUE
STAR FOODS CORP. |
|
|
|
|
By:
|
/s/
John Keeler |
|
Name:
|
John
Keeler |
|
Title:
|
Chief
Executive Officer |
|
EXHIBIT
A — NOTICE OF CONVERSION
The
undersigned hereby elects to convert $ ____________ principal amount of the Note (defined below) into that number of shares of Common
Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of BLUE STAR FOODS CORP.,
a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of August
12, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for
transfer taxes, if any.
Box
Checked as to applicable instructions:
|
☐ |
The
Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). |
|
|
Name
of DTC Prime Broker: |
|
|
Account
Number: |
|
☐ |
The
undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth
below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,
if additional space is necessary, on an attachment hereto: |
Date of Conversion: | |
| | |
Applicable Conversion Price: | |
$ | | |
Number of Shares of Common Stock to be Issued Pursuant to
Conversion of the Note: | |
| | |
Amount of Principal Balance Due remaining Under the Note
after this conversion: | |
| | |
Exhibit
10.88
REGISTRATION
RIGHTS AGREEMENT
REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 12, 2024, by and between BLUE STAR FOODS CORP.,
a Delaware corporation (the “Company”), and [ ], a [ ] company (together with
it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor the Securities (as
defined in the Purchase Agreement) and to induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and applicable state securities laws.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
1.
DEFINITIONS.
As
used in this Agreement, the following terms shall have the following meanings:
a.
“Investor” shall have the meaning set forth above.
b.
“Person” means any individual or entity including but not limited to any corporation, a limited liability company,
an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental
agency.
c.
“Register,” “registered,” and “registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule
415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission
(the “SEC”).
d.
“Registrable Securities” means all of the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment
Shares”) and Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) which may,
from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the “Note”), without
regard to any limitation on beneficial ownership, and shares of Common Stock issued to the Investor as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase
Agreement or Note.
e.
“Registration Statement” means one or more registration statements of the Company covering only the sale of the Registrable
Securities.
2.
REGISTRATION.
a.
Mandatory Registration. The Company shall, within sixty (60) calendar days from the date of this Agreement, file with the SEC
an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon
in accordance with applicable SEC rules, regulations and interpretations (provided, however, that such number of the Investor’s
Registrable Securities in the initial Registration Statement shall be no less than 251,020 shares of Common Stock), so as to permit the
resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing
market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available
for issuance in its Certificate of Incorporation. The Investor and its counsel shall have a reasonable opportunity to review and comment
upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its
filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information
reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the
SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from
the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date.
The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the
Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the
the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”).
The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New
Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration
Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more
post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New
Registration Statement.
b.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file (in each case,
at the earliest possible date) with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus
supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Company
shall file such initial prospectus covering the Investor’s sale of the Registrable Securities on the same date that the Registration
Statement is declared effective by the SEC. The Investor and its counsel shall have a reasonable opportunity to review and comment upon
such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall
use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final
pre-filing version of such prospectus.
c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a
“New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth
in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises,
subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it reasonable
best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing
thereof. In the event that any of the Registrable Securities are not included in the Registration Statement, or have not been included
in any New Registration Statement and the Company files any other registration statement under the Securities Act (other than on Form
S-4, Form S-8, or with respect to other employee related plans or rights offerings) (“Other Registration Statement”)
then the Company shall include such remaining Registrable Securities in such Other Registration Statement. The Company agrees that it
shall not file any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration
Statement or otherwise have been registered for resale as described above.
d.
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Investor under Rule 415 at then prevailing market prices (and not fixed
prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise
required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent,
which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed
therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid.
In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration
Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements
that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision
herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related
conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff
as addressed in this Section 2(d).
3.
RELATED OBLIGATIONS.
With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such registration statement.
b.
The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a
form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement
or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives
the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of
the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.
c.
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus
included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.
d.
The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
e.
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or
amendment to such registration statement and/or take any other necessary steps (which, if in accordance with applicable SEC rules and
regulations, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when
a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered
to the Investor by email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments
or supplements to any registration statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a registration statement would be appropriate.
f.
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any
registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of
any proceeding for such purpose.
g.
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market (as defined in the
Purchase Agreement). The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.
h.
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing
any restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration
statement and enable such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.
i.
The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.
j.
If reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment
such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being
paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement
or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement
or post-effective amendment; and (iii) supplement or make amendments to any registration statement.
k.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.
l.
Within one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached
hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to
the Investor a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason
(including, without limitation, the issuance of a stop order) and whether or not the registration statement is current and available
to the Investor for sale of all of the Registrable Securities.
m.
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any registration statement.
4.
OBLIGATIONS OF THE INVESTOR.
a.
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with
any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request.
b.
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any registration statement hereunder.
c.
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with
the terms of the Purchase Agreement and Note as applicable in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.
5.
EXPENSES OF REGISTRATION.
All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
6.
INDEMNIFICATION.
a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor
and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several,
(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration
Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any
material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure
to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.
b.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.
c.
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
d.
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.
7.
CONTRIBUTION.
To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.
8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.
With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:
a.
make and keep public information available, as those terms are understood and defined in Rule 144;
b.
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144;
c.
furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and
d.
take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
transfer agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s
broker to effect such sale of securities pursuant to Rule 144.
The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor
shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
9.
ASSIGNMENT OF REGISTRATION RIGHTS.
The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.
10.
AMENDMENT OF REGISTRATION RIGHTS.
No
provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding
the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
11.
MISCELLANEOUS.
a.
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of
such Registrable Securities.
b.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses for such communications shall be:
If
to the Company, to:
BLUE
STAR FOODS CORP.
3000
NW 109th Avenue
Miami,
FL 33172
Email:
jkeeler@bluestarfoods.com
Attention:
John Keeler
If
to the Investor:
[ ]
or
at such other address, email address, and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
email account containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
c.
The Company and Investor shall submit all Claims (as defined in Exhibit D of the Purchase Agreement) (the “Claims”) arising
under this Agreement or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the
parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit D of the Purchase Agreement (the “Arbitration
Provisions”). The Company and Investor hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding
on the Company and Investor hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company
represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about
such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious
and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that
Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon
the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced
in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be
governed by, the internal laws of the State of Wyoming, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Wyoming or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of Wyoming. The Company and Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims
arising under this Agreement or any other agreement between the Company and Investor or their respective affiliates (including but not
limited to the Transaction Documents (as defined in the Purchase Agreement)) or any Claim relating to the relationship of the Company
and Investor or their respective affiliates shall be in the State of Florida, County of Miami-Dade. Without modifying the Company’s
and Investor’s obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in
connection with any of the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms)
of any transfer agent services agreement or other agreement between the Company’s transfer agent and the Company, such litigation
specifically includes, without limitation any action between or involving Company and the Company’s transfer agent under the Irrevocable
Transfer Agent Instructions (as defined in the Purchase Agreement) or otherwise related to Investor in any way (specifically including,
without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s
transfer agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly
submits to the exclusive personal jurisdiction of any state or federal court sitting in the State of Florida, County of Miami-Dade, (ii)
expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically
including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit
the Company’s transfer agent from issuing shares of Common Stock to Investor for any reason) outside of any state or federal court
sitting in the State of Florida, County of Miami-Dade, and (iv) waives any claim of improper venue and any claim or objection that such
courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction
or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary,
nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Investor to realize on any collateral or any
other security, or to enforce a judgment or other court ruling in favor of the Investor, including through a legal action in any court
of competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection
to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any
such court, and any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate,
instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with
this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement
in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
d.
The Agreement, Purchase Agreement, Note, and ancillary documentation entered into between the Company and Investor therewith constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. The Agreement, Purchase Agreement, Note, and
ancillary documentation entered into between the Company and Investor therewith supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.
e.
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.
f.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
g.
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by e-mail in a “.pdf”
format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
h.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
i.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.
j.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.
*
* * * * *
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of day and year first above written.
THE
COMPANY: |
|
|
|
BLUE
STAR FOODS CORP. |
|
|
|
|
By: |
/s/
JOHN KEELER |
|
Name: |
JOHN KEELER |
|
Title: |
CHIEF EXECUTIVE OFFICER |
|
|
|
|
INVESTOR: |
|
|
|
[
] |
|
|
|
|
By: |
/s/
|
|
Name: |
|
|
Title: |
|
|
[Signature
Page to registration rights agreement]
EXHIBIT
A
TO
REGISTRATION RIGHTS AGREEMENT
FORM
OF NOTICE OF EFFECTIVENESS
OF
REGISTRATION STATEMENT
______,
2024
________________
________________
________________
Re:
Effectiveness of Registration Statement
Ladies
and Gentlemen:
We
are counsel to BLUE STAR FOODS CORP., a Delaware corporation (the “Company”), and have represented the Company in
connection with that certain Purchase Agreement, dated as of August 12, 2024 (the “Purchase Agreement”), entered into
by and between the Company and [ ], a [ ] company (the “Investor”) pursuant to
which the Company has agreed to issue to the Investor shares of common stock of the Company, par value $0.0001 per share, consisting
of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) and Commitment Shares (as
defined in the Purchase Agreement) (the “Commitment Shares”) in accordance with the terms of the Purchase Agreement
and Note (as defined below). In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with
the U.S. Securities & Exchange Commission the following shares of Common Stock:
__________
Conversion Shares issued and/or to be issued to the Investor upon conversion of the Note (as defined in the Purchase Agreement) (the
“Note”) in accordance with the Note; and
__________
Commitment Shares issued to the Investor pursuant to the Agreement.
Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Conversion Shares and Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____], 2024,
the Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) relating to the resale of the Conversion Shares and Commitment Shares.
In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 2024 and we
have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares and Commitment
Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive
legend.
|
Very
truly yours, |
|
[Company
Counsel] |
|
|
|
|
|
|
|
By: |
|
EXHIBIT
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)
OR
15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I,
John Keeler, certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q of Blue Star Foods Corp. |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
August 14, 2024 |
/s/
John Keeler |
|
John
Keeler |
|
Executive
Chairman and Chief Executive Officer
(Principal
Executive Officer) |
EXHIBIT
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)
OR
15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I,
Claudia Campos, certify that:
1. |
I
have reviewed this quarterly report on Form 10-Q of Blue Star Foods Corp.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
5. |
I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
August 14, 2024 |
/s/
Claudia Campos |
|
Claudia Campos |
|
Corporate
Controller
(Principal
Financial and Accounting Officer) |
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report on Form 10-Q of Blue Star Foods Corp. (the “Company”), for the quarter ended June 30,
2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Keeler, Executive Chairman
and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.
Date:
August 14, 2024 |
By: |
/s/
John Keeler |
|
Name: |
John
Keeler |
|
Title: |
Executive
Chairman and Chief Executive Officer |
|
|
(Principal
Executive Officer) |
EXHIBIT
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report on Form 10-Q of Blue Star Foods Corp. (the “Company”), for the quarter ended June 30,
2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Silvia Alana, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.
Date:
August 14, 2024 |
By: |
/s/
Claudia Campos |
|
Name: |
Claudia Campos |
|
Title: |
Corporate
Controller |
|
|
(Principal
Financial and Accounting Officer) |
v3.24.2.u1
Cover - $ / shares
|
6 Months Ended |
|
Jun. 30, 2024 |
Aug. 14, 2024 |
Cover [Abstract] |
|
|
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Jun. 30, 2024
|
|
Document Fiscal Period Focus |
Q2
|
|
Document Fiscal Year Focus |
2024
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-40991
|
|
Entity Registrant Name |
BLUE
STAR FOODS CORP.
|
|
Entity Central Index Key |
0001730773
|
|
Entity Tax Identification Number |
82-4270040
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
3000 NW 109th
Avenue
|
|
Entity Address, City or Town |
Miami
|
|
Entity Address, State or Province |
FL
|
|
Entity Address, Postal Zip Code |
33172
|
|
City Area Code |
(305)
|
|
Local Phone Number |
836-6858
|
|
Title of 12(b) Security |
Common
Stock, $0.0001 par value
|
|
Trading Symbol |
BSFC
|
|
Security Exchange Name |
NASDAQ
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
false
|
|
Entity Shell Company |
false
|
|
Entity Common Stock, Shares Outstanding |
|
2,511,458
|
Entity Listing, Par Value Per Share |
$ 0.0001
|
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as an quarterly report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-Q -Number 240 -Section 308 -Subsection a
+ Details
Name: |
dei_DocumentQuarterlyReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as a transition report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1
+ Details
Name: |
dei_DocumentTransitionReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405
+ Details
Name: |
dei_EntityInteractiveDataCurrent |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe par value per share of security quoted in same currency as Trading currency. Example: '0.01'.
+ References
+ Details
Name: |
dei_EntityListingParValuePerShare |
Namespace Prefix: |
dei_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityShellCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
CURRENT ASSETS |
|
|
Cash and cash equivalents |
$ 73,110
|
$ 24,163
|
Accounts receivable, net of allowances and credit losses of $30,605 and $31,064 |
600,478
|
534,195
|
Inventory, net |
2,638,108
|
2,608,521
|
Other current assets |
2,455,069
|
833,472
|
Total Current Assets |
5,766,765
|
4,095,876
|
RELATED PARTY LONG-TERM RECEIVABLE |
435,545
|
435,545
|
FIXED ASSETS, net |
358,978
|
303,857
|
RIGHT OF USE ASSET |
104,788
|
125,014
|
ADVANCES TO RELATED PARTY |
1,299,984
|
1,299,984
|
OTHER ASSETS |
138,736
|
102,222
|
TOTAL ASSETS |
8,104,796
|
6,362,498
|
CURRENT LIABILITIES |
|
|
Accounts payable and accruals |
839,494
|
661,377
|
Customer refunds |
107,587
|
189,975
|
Deferred income |
|
47,819
|
Current maturities of lease liabilities |
35,852
|
35,428
|
Loan payable |
829,754
|
156,938
|
Related party notes payable - subordinated |
44,038
|
165,620
|
Derivative liability |
484,350
|
1,047,049
|
Warrants liability |
550
|
1,574
|
Other current liabilities |
790,881
|
790,881
|
Total Current Liabilities |
3,232,506
|
3,196,661
|
LONG-TERM LIABILITIES |
|
|
Lease liability, net of current portion |
68,936
|
89,586
|
Debt, net of current portion and discounts |
188,509
|
481,329
|
TOTAL LIABILITIES |
3,489,951
|
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 June 30, 2024, and 0 shares issued and outstanding as of December 31, 2023 |
|
|
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,271,858 shares issued and outstanding as of June 30, 2024, and 461,722 shares issued and outstanding as of December 31, 2023 |
233
|
46
|
Additional paid-in capital |
41,519,902
|
36,661,926
|
Accumulated other comprehensive loss |
(83,173)
|
(179,995)
|
Accumulated deficit |
(36,745,794)
|
(33,810,732)
|
Treasury stock, 151 shares as of June 30, 2024 and 151 shares as of December 31, 2023 |
(76,323)
|
(76,323)
|
TOTAL STOCKHOLDERS’ EQUITY |
4,614,845
|
2,594,922
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
8,104,796
|
6,362,498
|
Related Party [Member] |
|
|
CURRENT ASSETS |
|
|
Advances to related party |
|
95,525
|
CURRENT LIABILITIES |
|
|
Current maturities of related party long-term notes |
$ 100,000
|
$ 100,000
|
X |
- DefinitionWarrant liabilities current.
+ References
+ Details
Name: |
BSFC_WarrantLiabilitiesCurrent |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481990/310-10-45-2
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481990/310-10-45-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
+ Details
Name: |
us-gaap_AccountsReceivableNetNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14A -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-14A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-14
+ Details
Name: |
us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset recognized for present right to economic benefit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 12: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset recognized for present right to economic benefit, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479837/606-10-45-2
+ Details
Name: |
us-gaap_ContractWithCustomerLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCurrent regulatory liabilities generally represent obligations to make refunds to customers for various reasons including overpayment.
+ References
+ Details
Name: |
us-gaap_CustomerRefundLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(24)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(26)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(21)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(21)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-5
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesNoncurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_LongTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(10)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of receivable classified as other and noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherReceivableAfterAllowanceForCreditLossNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance, of receivables classified as other, due within one year or the operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_OtherReceivablesNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478451/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481520/505-30-50-4
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481549/505-30-45-1
+ Details
Name: |
us-gaap_TreasuryStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2.u1
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2024 |
Dec. 31, 2023 |
Allowance for doubtful accounts receivable current |
$ 30,605
|
$ 31,064
|
Common stock par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, shares issued |
2,271,858
|
461,722
|
Common stock, shares outstanding |
2,271,858
|
461,722
|
Treasury stock, common shares |
151
|
151
|
Series A 8% Cumulative Convertible Preferred Stock [Member] |
|
|
Preferred stock dividend percentage |
8.00%
|
8.00%
|
Preferred stock par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
10,000
|
10,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
X |
- DefinitionAmount of allowance for credit loss on accounts receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479344/326-20-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-4
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe percentage rate used to calculate dividend payments on preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
+ Details
Name: |
us-gaap_PreferredStockDividendRatePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of previously issued common shares repurchased by the issuing entity and held in treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481549/505-30-45-1
+ Details
Name: |
us-gaap_TreasuryStockCommonShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BSFC_SeriesAEightPrecentageCumulativeConvertiblePreferredMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Income Statement [Abstract] |
|
|
|
|
REVENUE, NET |
$ 1,776,558
|
$ 1,655,562
|
$ 4,036,887
|
$ 3,554,001
|
COST OF REVENUE |
1,482,041
|
1,574,547
|
3,571,608
|
3,188,624
|
GROSS PROFIT |
294,517
|
81,015
|
465,279
|
365,377
|
COMMISSIONS |
|
773
|
4,221
|
1,746
|
SALARIES AND WAGES |
295,449
|
466,127
|
597,239
|
996,965
|
DEPRECIATION AND AMORTIZATION |
1,377
|
27,668
|
2,676
|
30,337
|
OTHER OPERATING EXPENSES |
689,414
|
662,699
|
1,395,065
|
1,362,789
|
LOSS FROM OPERATIONS |
(691,723)
|
(1,076,252)
|
(1,533,922)
|
(2,026,460)
|
OTHER INCOME |
48,127
|
25,292
|
49,662
|
27,194
|
INTEREST INCOME |
|
24
|
|
24
|
LOSS ON SETTLEMENT OF DEBT |
|
(184,589)
|
|
(833,019)
|
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES |
(327,122)
|
99,577
|
(244,486)
|
99,577
|
INTEREST EXPENSE |
(871,249)
|
(315,787)
|
(1,206,316)
|
(670,453)
|
NET LOSS |
(1,841,967)
|
(1,451,735)
|
(2,935,062)
|
(3,403,137)
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
(1,841,967)
|
(1,451,735)
|
(2,935,062)
|
(3,403,137)
|
COMPREHENSIVE LOSS: |
|
|
|
|
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT |
18,789
|
(36,744)
|
96,822
|
48,830
|
COMPREHENSIVE LOSS |
$ (1,823,178)
|
$ (1,488,479)
|
$ (2,838,240)
|
$ (3,354,307)
|
Loss per common share: |
|
|
|
|
Net loss per common share - basic |
$ (1.52)
|
$ (30.68)
|
$ (3.39)
|
$ (83.85)
|
Net loss per common share - diluted |
$ (1.52)
|
$ (30.68)
|
$ (3.39)
|
$ (83.85)
|
Weighted average common shares outstanding - basic |
1,209,792
|
47,316
|
866,510
|
40,584
|
Weighted average common shares outstanding - diluted |
1,209,792
|
47,316
|
866,510
|
40,584
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(24)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(26)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-5
+ Details
Name: |
us-gaap_ComprehensiveIncomeNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ComprehensiveIncomeNetOfTaxAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
+ Details
Name: |
us-gaap_DepreciationDepletionAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_EarningsPerShareAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-31
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-24
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount after accretion (amortization) of discount (premium), and investment expense, of interest income and dividend income on nonoperating securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_InvestmentIncomeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-31
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10A -Subparagraph (a) -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-10A
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe total amount of other operating cost and expense items that are associated with the entity's normal revenue producing operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(7)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
+ Details
Name: |
us-gaap_OtherCostAndExpenseOperating |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of income (expense) related to nonoperating activities, classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-5
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense for salary and wage arising from service rendered by nonofficer employee. Excludes allocated cost, labor-related nonsalary expense, and direct and overhead labor cost included in cost of good and service sold.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_SalariesAndWages |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPrimarily represents commissions incurred in the period based upon the sale by commissioned employees or third parties of the entity's goods or services, and fees for sales assistance or product enhancements performed by third parties (such as a distributor or value added reseller).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_SalesCommissionsAndFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
|
Preferred Stock [Member]
Series A Preferred Stock [Member]
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
AOCI Attributable to Parent [Member] |
Treasury Stocks [Member] |
Total |
Balance at Dec. 31, 2022 |
|
$ 2
|
$ 28,329,248
|
$ (29,339,120)
|
$ (235,853)
|
|
$ (1,245,723)
|
Balance, shares at Dec. 31, 2022 |
|
26,766
|
|
|
|
|
|
Stock based compensation |
|
|
20,190
|
|
|
|
20,190
|
Common stock issued for service |
|
$ 0
|
23,000
|
|
|
|
23,000
|
Common stock issued for service, shares |
|
66
|
|
|
|
|
|
Common stock issued for note payment |
|
$ 1
|
1,743,229
|
|
|
|
1,743,230
|
Common stock issued for note payment, shares |
|
7,471
|
|
|
|
|
|
Common stock issued for cash |
|
$ 1
|
1,880,691
|
|
|
|
1,880,692
|
Common stock issued for cash, shares |
|
9,474
|
|
|
|
|
|
Net Loss |
|
|
|
(1,951,402)
|
|
|
(1,951,402)
|
Cumulative translation adjustment |
|
|
|
|
85,574
|
|
85,574
|
Repurchase of common stock |
|
|
|
|
|
(76,323)
|
(76,323)
|
Balance at Mar. 31, 2023 |
|
$ 4
|
31,996,358
|
(31,290,522)
|
(150,279)
|
(76,323)
|
479,238
|
Balance, shares at Mar. 31, 2023 |
|
43,777
|
|
|
|
|
|
Balance at Dec. 31, 2022 |
|
$ 2
|
28,329,248
|
(29,339,120)
|
(235,853)
|
|
(1,245,723)
|
Balance, shares at Dec. 31, 2022 |
|
26,766
|
|
|
|
|
|
Net Loss |
|
|
|
|
|
|
(3,403,137)
|
Balance at Jun. 30, 2023 |
|
$ 4
|
32,989,886
|
(32,742,257)
|
(187,023)
|
(76,323)
|
(15,713)
|
Balance, shares at Jun. 30, 2023 |
|
54,325
|
|
|
|
|
|
Balance at Mar. 31, 2023 |
|
$ 4
|
31,996,358
|
(31,290,522)
|
(150,279)
|
(76,323)
|
479,238
|
Balance, shares at Mar. 31, 2023 |
|
43,777
|
|
|
|
|
|
Stock based compensation |
|
|
16,940
|
|
|
|
16,940
|
Common stock issued for service |
|
$ 0
|
18,000
|
|
|
|
18,000
|
Common stock issued for service, shares |
|
1,406
|
|
|
|
|
|
Common stock issued for note payment |
|
$ 0
|
758,588
|
|
|
|
758,588
|
Common stock issued for note payment, shares |
|
8,142
|
|
|
|
|
|
Common stock issued for cash |
|
$ 0
|
200,000
|
|
|
|
200,000
|
Common stock issued for cash, shares |
|
1,000
|
|
|
|
|
|
Net Loss |
|
|
|
(1,451,735)
|
|
|
(1,451,735)
|
Cumulative translation adjustment |
|
|
|
|
(36,744)
|
|
(36,744)
|
Balance at Jun. 30, 2023 |
|
$ 4
|
32,989,886
|
(32,742,257)
|
(187,023)
|
(76,323)
|
(15,713)
|
Balance, shares at Jun. 30, 2023 |
|
54,325
|
|
|
|
|
|
Balance at Dec. 31, 2023 |
|
$ 46
|
36,661,926
|
(33,810,732)
|
(179,995)
|
(76,323)
|
2,594,922
|
Balance, shares at Dec. 31, 2023 |
|
461,722
|
|
|
|
|
|
Stock based compensation |
|
|
8,800
|
|
|
|
8,800
|
Common stock issued for service |
|
$ 1
|
32,999
|
|
|
|
33,000
|
Common stock issued for service, shares |
|
5,238
|
|
|
|
|
|
Common stock issued for note payment |
|
$ 2
|
68,318
|
|
|
|
68,320
|
Common stock issued for note payment, shares |
|
15,000
|
|
|
|
|
|
Common stock issued for cash |
|
$ 23
|
836,337
|
|
|
|
836,360
|
Common stock issued for cash, shares |
|
226,656
|
|
|
|
|
|
Common stock issued for loan commitment fees |
|
$ 1
|
49,999
|
|
|
|
50,000
|
Common stock issued for loan commitment fees, shares |
|
7,092
|
|
|
|
|
|
Net Loss |
|
|
|
(1,093,095)
|
|
|
(1,093,095)
|
Cumulative translation adjustment |
|
|
|
|
78,033
|
|
78,033
|
Balance at Mar. 31, 2024 |
|
$ 73
|
37,658,379
|
(34,903,827)
|
(101,962)
|
(76,323)
|
2,576,340
|
Balance, shares at Mar. 31, 2024 |
|
715,708
|
|
|
|
|
|
Balance at Dec. 31, 2023 |
|
$ 46
|
36,661,926
|
(33,810,732)
|
(179,995)
|
(76,323)
|
2,594,922
|
Balance, shares at Dec. 31, 2023 |
|
461,722
|
|
|
|
|
|
Net Loss |
|
|
|
|
|
|
(2,935,062)
|
Balance at Jun. 30, 2024 |
|
$ 233
|
41,519,902
|
(36,745,794)
|
(83,173)
|
(76,323)
|
4,614,845
|
Balance, shares at Jun. 30, 2024 |
|
2,271,858
|
|
|
|
|
|
Balance at Mar. 31, 2024 |
|
$ 73
|
37,658,379
|
(34,903,827)
|
(101,962)
|
(76,323)
|
2,576,340
|
Balance, shares at Mar. 31, 2024 |
|
715,708
|
|
|
|
|
|
Stock based compensation |
|
|
(14,423)
|
|
|
|
(14,423)
|
Common stock issued for service |
|
$ 2
|
21,998
|
|
|
|
22,000
|
Common stock issued for service, shares |
|
6,319
|
|
|
|
|
|
Common stock issued for note payment |
|
$ 44
|
1,684,707
|
|
|
|
1,684,751
|
Common stock issued for note payment, shares |
|
426,831
|
|
|
|
|
|
Common stock issued for cash |
|
$ 113
|
2,145,942
|
|
|
|
2,146,055
|
Common stock issued for cash, shares |
|
1,113,000
|
|
|
|
|
|
Common stock issued for loan commitment fees |
|
$ 1
|
23,299
|
|
|
|
23,300
|
Common stock issued for loan commitment fees, shares |
|
10,000
|
|
|
|
|
|
Net Loss |
|
|
|
(1,841,967)
|
|
|
(1,841,967)
|
Cumulative translation adjustment |
|
|
|
|
18,789
|
|
18,789
|
Balance at Jun. 30, 2024 |
|
$ 233
|
$ 41,519,902
|
$ (36,745,794)
|
$ (83,173)
|
$ (76,323)
|
$ 4,614,845
|
Balance, shares at Jun. 30, 2024 |
|
2,271,858
|
|
|
|
|
|
X |
- DefinitionStock issued during period shares for cash
+ References
+ Details
Name: |
BSFC_StockIssuedDuringPeriodSharesForCash |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period shares for loan commitment fees
+ References
+ Details
Name: |
BSFC_StockIssuedDuringPeriodSharesForLoanCommitmentFees |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period value for cash
+ References
+ Details
Name: |
BSFC_StockIssuedDuringPeriodValueForCash |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period value for loan commitment fees
+ References
+ Details
Name: |
BSFC_StockIssuedDuringPeriodValueForLoanCommitmentFees |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480483/718-10-35-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 20 -Section 55 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481089/718-20-55-13
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 20 -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481089/718-20-55-12
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-19
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 20 -SubTopic 10 -Topic 810 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481231/810-10-45-20
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(3) -SubTopic 10 -Topic 810 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockRepurchasedDuringPeriodValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
6 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net Loss |
$ (2,935,062)
|
$ (3,403,137)
|
Adjustments to reconcile net loss to net cash (used in) operating activities: |
|
|
Stock based compensation, net of forfeitures |
(5,623)
|
37,130
|
Common stock issued for service |
55,000
|
41,000
|
Depreciation of fixed assets |
2,676
|
2,092
|
Amortization of intangible assets |
|
28,245
|
Amortization of debt discounts |
777,663
|
497,961
|
Allowance for inventory obsolescence |
370,923
|
|
Loss on settlement of debt |
|
833,019
|
Lease expense |
20,226
|
23,653
|
Credit loss expense |
|
6,068
|
Loss on revaluation of fair value of derivative and warrant liabilities |
244,486
|
(99,577)
|
Changes in operating assets and liabilities: |
|
|
Accounts receivables |
(66,283)
|
545,772
|
Inventories |
(400,510)
|
1,658,097
|
Advances to related parties |
95,525
|
|
Other current assets |
(799,947)
|
(540,070)
|
Right of use liability |
(20,226)
|
(23,692)
|
Other assets |
(25,835)
|
(25,000)
|
Accounts payable and accruals |
130,298
|
|
Customer refunds |
(82,388)
|
(1,154,778)
|
Net Cash (Used in) Operating Activities |
(2,639,077)
|
(1,573,217)
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchases of fixed assets |
(57,797)
|
(15,351)
|
Net Cash (Used in) Investing Activities |
(57,797)
|
(15,351)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from common stock offering |
2,160,765
|
2,080,692
|
Proceeds from working capital line of credit |
|
2,405,034
|
Proceeds from short-term loan |
1,357,491
|
500,000
|
Proceeds from convertible debt |
|
915,000
|
Repayments of working capital line of credit |
|
(4,182,971)
|
Repayments of short-term loan |
(746,626)
|
(40,385)
|
Repayments of related party notes payable |
(121,582)
|
(62,661)
|
Purchase of treasury stock |
|
(76,323)
|
Net Cash Provided by Financing Activities |
2,650,048
|
1,538,386
|
Effect of Exchange Rate Changes on Cash |
95,773
|
48,012
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
48,947
|
(2,170)
|
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD |
24,163
|
9,262
|
CASH AND CASH EQUIVALENTS – END OF PERIOD |
73,110
|
7,092
|
Supplemental Disclosure of Cash Flow Information |
|
|
Cash paid for interest |
307,502
|
174,677
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES |
|
|
Common stock issued for partial settlement of note payable |
1,753,071
|
2,501,819
|
Common stock issued for loan commitment fees |
73,300
|
|
Receivable for equity proceeds |
821,650
|
|
Derivative liability recognized on issuance of convertible note |
|
264,688
|
Warrant liability recognized on issuance of convertible note |
|
$ 381,538
|
X |
- DefinitionAllowance for inventory obsolescence.
+ References
+ Details
Name: |
BSFC_AllowanceForInventoryObsolescence |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCommon stock issued for loan commitment fees
+ References
+ Details
Name: |
BSFC_CommonStockIssuedForLoanCommitmentFees |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDerivative lability recognized on issuance of convertible note.
+ References
+ Details
Name: |
BSFC_DerivativeLiabilityRecognizedOnIssuanceOfConvertibleNote |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionGain on revaluation of fair value of derivative and warrant liabilities.
+ References
+ Details
Name: |
BSFC_GainOnRevaluationOfFairValueOfDerivativeAndWarrantLiabilities |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionIncrease decrease in customer refunds.
+ References
+ Details
Name: |
BSFC_IncreaseDecreaseInCustomerRefunds |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionIncrease decrease in right of use liability.
+ References
+ Details
Name: |
BSFC_IncreaseDecreaseInRightOfUseLiability |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionLoss on settlement of debt
+ References
+ Details
Name: |
BSFC_LossOnSettlementOfDebt |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionProvision for credit losses.
+ References
+ Details
Name: |
BSFC_ProvisionForCreditLosses |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionReceivable for equity Proceeds.
+ References
+ Details
Name: |
BSFC_ReceivableForEquityProceeds |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionWarrant liability recognized on issuance of convertible note.
+ References
+ Details
Name: |
BSFC_WarrantLiabilityRecognizedOnIssuanceOfConvertibleNote |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482640/350-30-55-40
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482686/350-30-45-2
+ Details
Name: |
us-gaap_AmortizationOfIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477401/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 830 -SubTopic 230 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477401/830-230-45-1
+ Details
Name: |
us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInInventories |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherCurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in noncurrent assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherNoncurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-2
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IssuanceOfStockAndWarrantsForServicesOrClaims |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NoncashInvestingAndFinancingItemsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to reacquire common stock during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsForRepurchaseOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow associated with the amount received from entity's first offering of stock to the public.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceInitialPublicOffering |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromLinesOfCredit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow from short-term debt classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromOtherShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense related loan transactions, lease transactions, credit loss from transactions other than loan and lease transactions, and other loss based on assessment of uncollectability from the counterparty to reduce the account to their net realizable value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11B -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-11B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(11)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_ProvisionForLoanLeaseAndOtherLosses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_RepaymentsOfLinesOfCredit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for the payment of debt classified as other, maturing within one year or the operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfOtherShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense for share-based payment arrangement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe fair value of stock issued in noncash financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_StockIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.24.2.u1
Company Overview
|
6 Months Ended |
Jun. 30, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Company Overview |
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 purchasing blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout produced under the brand name Little Cedar Farms for distribution in Canada and
purchasing raw materials for packaged seafood and other inventory under AFVFL to be sold to various customers in the United States.
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 167 shares of common stock of the Company with a fair value of $359,250. Such shares
were subject to a leak-out agreement pursuant to which Gault Seafood could 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. To date, the Company has automatically extended the Services Agreement
to August 31, 2024.
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. In addition, for one year from the date of the Option Agreement, Afritex has an option to purchase up to $1,000,000
shares of the Company’s common stock at a 10% discount to the lowest volume-weighted average price in the immediately prior five
days. The sale of any shares acquired by Afritex under the Option Agreement are subject to a “leak-out” provision as set
forth in the Option Agreement. The closing of the Option Agreement is subject to, among other things, the successful restructuring of
Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding.
The Option Agreement may be terminated if, among others, the closing has not occurred within 90 days, unless extended for two
additional 30-day periods at the Company’s sole discretion. To date, the Company has extended the Option Agreement for the first
additional 30-day period and has not exercised its option to purchase such intangibles 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.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480424/946-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480424/946-10-50-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205/tableOfContent
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Summary of Significant Accounting Policies
|
6 Months Ended |
Jun. 30, 2024 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
Note
2. Summary of Significant Accounting Policies
Basis
of Presentation
The
following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes
required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements.
The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management,
necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 has been derived from
the Company’s annual financial statements that were audited by our independent registered public accounting firm but does not include
all of the information and footnotes required for complete annual financial statements. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the SEC on April 1, 2024 for a broader discussion of our business and the risks inherent
in such business.
Advances
to Suppliers and Related Party
In
the normal course of business, the Company may advance payments to its suppliers, including of Bacolod Blue Star Export Corp. (“Bacolod”),
a related party based in the Philippines. 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 June 30, 2024, and December 31, 2023, the balance due from the related party for future shipments was approximately $1,300,000. No
new purchases have been made from Bacolod since November 2020. There was no cost of revenue related to inventories purchased from Bacolod
recorded for the six months ended June 30, 2024 and 2023.
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 purchasing
blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada
and purchasing raw materials for packaged seafood and other inventory under AFVFL. The Company sells 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 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.
Accounts
Receivable
Accounts
receivable consist 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 credit losses 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 allowance for credit losses. 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 June 30, 2024, the Company recorded allowances for sales returns, allowances and discounts of $30,605 and refund liability
of $107,587. There was no allowance for bad debt recorded for the six months ended June 30, 2024. As of December 31, 2023, the Company
recorded sales return, allowances and discounts of $31,064 and refund liability of $189,975. There was no allowance for bad debt recorded
for the year ended December 31, 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 and raw materials for packaged seafood and other inventory
from AFVFL. The cost of inventory is primarily determined using the specific identification method for crab meat and raw materials for
packaged seafood inventory. 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 raw materials for packaged
seafood inventory 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. For
the six months ended June 30, 2024, the Company recorded an inventory allowance of $546,923. For the year ended December 31, 2023, the
Company recorded an inventory allowance in the amount of $176,000 which was charged to cost of goods sold.
The
Company’s inventory as of June 30, 2024 and December 31, 2023 consists of:
Schedule
of Inventory
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
Inventory purchased for resale | |
$ | 1,955,424 | | |
$ | 1,708,311 | |
Feeds and eggs processed | |
| 50,979 | | |
| 102,373 | |
Raw materials for packaged seafood | |
| 248,186 | | |
| - | |
Packaged seafood inventory | |
| 897,388 | | |
| - | |
Inventory other | |
| 33,054 | | |
| - | |
In-transit inventory | |
| - | | |
| 973,837 | |
Less: Inventory allowance | |
| (546,923 | ) | |
| (176,000 | ) |
Inventory, net | |
$ | 2,638,108 | | |
$ | 2,608,521 | |
Inventory
other is comprised of packaged inventory involving other protein items such as poultry, beef and pork.
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.
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 June 30, 2024. The Company’s leases generally have terms that range from three years for equipment
and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components
of its agreements as a single component and accounts for them as a lease.
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 lease. 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
we have 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 we will exercise the option, we consider 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 June 30, 2024.
Schedule of Lease-related Assets and Liabilities
| |
June 30, 2024 | |
Assets | |
| | |
Operating lease assets | |
$ | 104,788 | |
| |
| | |
Liabilities | |
| | |
Current | |
| | |
Operating lease liabilities | |
$ | 35,852 | |
Noncurrent | |
| | |
Operating lease liabilities | |
$ | 68,936 | |
Supplemental
cash flow information related to leases were as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| |
Six Months Ended June 30, 2024 | |
| |
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
| | |
Operating cash flows from operating leases | |
$ | 20,226 | |
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
| |
June 30, 2024 | |
Weighted-average remaining lease term | |
| | |
Operating leases | |
| 2.75 years | |
Weighted-average discount rate | |
| | |
Operating leases | |
| 7.3 | % |
Maturities
of lease liabilities as of June 30, 2024 were as follows:
Schedule of Maturities of Lease Liabilities
| |
Operating Leases | |
| |
| |
2024 (six months remaining) | |
| 21,708 | |
2025 | |
| 43,415 | |
2026 | |
| 43,415 | |
2027 | |
| 10,854 | |
Total lease payments | |
| 119,392 | |
Less: amount of lease payments representing interest | |
| (14,604 | ) |
Present value of future minimum lease payments | |
$ | 104,788 | |
Less: current obligations under leases | |
$ | (35,852 | ) |
Non-current obligations | |
$ | 68,936 | |
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 six months ended June 30, 2024 and for the year ended December 31, 2023.
Foreign
Currency Exchange Rates Risk
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.
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.
Our
financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities
and warrant liabilities. We believe the carrying values of our 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 using the Black Scholes Pricing model as of June 30, 2024 and December 31, 2023. There were no financial assets
and liabilities that were measured at fair value on a recurring basis under Levels 1 and 2.
Schedule of Derivative and Warrant Liabilities Measured at Fair Value
| |
Level 3 Fair Value | |
| |
As of June 30, 2024 | | |
As of December 31, 2023 | |
Liabilities | |
| | |
| |
Derivative liability on convertible debt | |
$ | 484,350 | | |
$ | 1,047,049 | |
Warrant liability | |
| 550 | | |
| 1,574 | |
Total | |
$ | 484,900 | | |
$ | 1,048,623 | |
The
table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the six months
ended June 30, 2024:
Schedule
of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability
Derivative liability balance, January 1, 2024 | |
$ | 1,047,049 | |
Issuance of derivative liability during the period | |
| - | |
Settlement of derivative liability | |
| (808,209 | ) |
Change in fair value of derivative liability during the period | |
| 245,510 | |
Derivative liability balance, June 30, 2024 | |
$ | 484,350 | |
| |
| | |
Warrant liability balance, January 1, 2024 | |
$ | 1,574 | |
Issuance of warrant liability during the period | |
| - | |
Change in fair value of warrant liability during the period | |
| (1,024 | ) |
Warrant liability balance, June 30, 2024 | |
$ | 550 | |
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 | |
| 45.51% - 150.46 | % |
Risk-free interest rate | |
| 3.81% - 4.91 | % |
Expected term | |
| 1.42 – 5.00 years | |
The
fair market value of all derivatives and warrant liability as of June 30, 2024 was determined using the Black-Scholes option pricing
model which used the following assumptions:
Stock price | |
$ | 2.00 | |
Expected dividend yield | |
| 0.00 | % |
Expected stock price volatility | |
| 39.54% - 191.24 | % |
Risk-free interest rate | |
| 4.33% - 5.09 | % |
Expected term | |
| 0.92 – 1.08years | |
Recent
Accounting Pronouncements
There
are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s
financial position, results of operations or cash flows.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Going Concern
|
6 Months Ended |
Jun. 30, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
Note
3. Going Concern
The
accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For
the six months ended June 30, 2024, the Company incurred a net loss of $2,935,062, had an accumulated deficit of $36,745,794 and a working
capital surplus of $2,534,259, inclusive of $44,038 in stockholder debt. These factors raise substantial doubt as to the Company’s
ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s
ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain
adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would
be detrimental to the 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.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 40 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-40/tableOfContent
+ Details
Name: |
us-gaap_SubstantialDoubtAboutGoingConcernTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Other Current Assets
|
6 Months Ended |
Jun. 30, 2024 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
Other Current Assets |
Note
4. Other Current Assets
Other
current assets totaled $2,455,069
as of June 30, 2024 and $833,472
as of December 31, 2023. As of June 30, 2024, approximately $551,800,
$234,200 and $821,650
of the balance was related to prepaid inventory to the Company’s suppliers, prepaid legal and accounting fees and receivables
for shares issuance per the securities purchase agreement with ClearThink, respectively. The remainder of the balance was related to
prepaid insurance and other prepaid expenses.
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for other current assets.
+ References
+ Details
Name: |
us-gaap_OtherCurrentAssetsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Fixed Assets, Net
|
6 Months Ended |
Jun. 30, 2024 |
Property, Plant and Equipment [Abstract] |
|
Fixed Assets, Net |
Note
5. Fixed Assets, Net
Fixed
assets comprised the following:
Schedule of Fixed Assets
| |
June 30, 2024 | | |
December 31, 2023 | |
Computer equipment | |
$ | 52,625 | | |
$ | 47,908 | |
RAS system | |
| 150,424 | | |
| 140,214 | |
Leasehold improvements | |
| 17,904 | | |
| 17,904 | |
Building Improvements | |
| 179,523 | | |
| 136,653 | |
Total | |
| 400,476 | | |
| 342,679 | |
Fixed assets, gross | |
| 400,476 | | |
| 342,679 | |
Less: Accumulated depreciation | |
| (41,498 | ) | |
| (38,822 | ) |
Fixed assets, net | |
$ | 358,978 | | |
$ | 303,857 | |
For
the six months ended June 30, 2024 and 2023, depreciation expense totaled approximately $2,600 and $2,000, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 7 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Debt
|
6 Months Ended |
Jun. 30, 2024 |
Debt Disclosure [Abstract] |
|
Debt |
Note
6. Debt
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 are represented by a revolving
credit note issued to Lighthouse by the Borrowers.
The
advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’
eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion
of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%),
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 paid 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.
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. During the six months ended June 30, 2023, cash
proceeds from the working capital line of credit totaled $2,405,034 and cash payments to the working capital line of credit totaled $4,182,971.
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
The
Company had unsecured promissory notes outstanding to John Keeler of approximately $44,000
of principal at June 30, 2024 and interest expense of $3,775 and
$26,535
during the six months ended June 30, 2024 and 2023, respectively. These notes are payable on demand and accrue interest at an annual
rate of 6%.
The Company made principal payments of $121,582
and $62,661
during the six months ended June 30, 2024 and 2023, respectively.
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.
As
of June 30, 2024, $2,083 of the outstanding interest to date was accrued on the note by the Company.
Interest
expense for the note totaled approximately $2,000 and $7,000 during the six months ended June 30, 2024 and 2023, respectively.
As
of June 30, 2024 and December 31, 2023, the outstanding principal balance on the note totaled $100,000.
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 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 $479,585 for the six months ended
June 30, 2024 and 2023, respectively.
The
outstanding principal under the 2022 Lind Note was 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 would 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 was mandatorily payable prior to maturity if the Company issued any preferred stock (with certain exceptions described
in the note) or, if the Company or its subsidiaries issued any debt. 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 failed to maintain the listing and trading of its common stock, the note would 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 engaged in capital raising transactions, Lind had the right to purchase up to 10% of the new securities.
The
2022 Lind Note was 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 had 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 contained 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 would 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, including a principal payment of $1,094,800 through the issuance of an aggregate
of 7,471 shares of common stock during the six months ended June 30, 2023. 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.
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. 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 convertible promissory note, pursuant to the Purchase Agreement Amendment, the embedded conversion
feature was accounted for 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.
During
the six months ended June 30, 2024, $944,900
of note principal was converted to 441,831
shares of common stock. As of June 30, 2024,
the outstanding balance on the notes was $555,100,
net of debt discount of $315,434,
and totaling $239,666.
For the six months ended June 30, 2024 and 2023, amortization of debt discounts totaled $703,236
and $287,149,
respectively.
Agile
Lending, LLC Loans
On
June 14, 2023, the Company, and Keeler & Co. (each a “Borrower”) 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 in the January 2, 2024 loan.
On
October 19, 2023, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral
agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on April
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 six months ended June 30, 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 June 30, 2024.
On
January 2, 2024, the Company, and Keeler & Co. entered into a subordinated business loan and security agreement with Agile and Agile
Capital as collateral agent, which provides for a term loan to the Company in the amount of $122,491 which principal and interest (of
$48,996) is due on May 31, 2024. Commencing January 5, 2024, the Company is required to make weekly payments of $7,795 until the due
date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $5,833 was paid on the loan. A default interest
rate of 5% will become effective upon the occurrence of an event of default. In connection with the loan, Agile was issued a subordinated
secured promissory note, dated January 2, 2024, in the principal amount of $122,491 which note is secured by all of the Borrower’s
assets, including receivables. For the six months ended June 30, 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 June 30, 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 six months ended June 30, 2024, the Company made principal payments on the loan totaling $178,338 and no interest payments were made.
The outstanding balance on the loan was $31,662 as of June 30, 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 six months ended June 30, 2024, the Company made principal payments on the loan totaling $73,500 and no interest payments were made.
The outstanding balance on the loan was $136,500 as of June 30, 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 six months ended June 30, 2024, the Company made principal payments on the loan totaling $161,765
and no interest payments were made. The outstanding balance on the loan was $38,325 as of June 30, 2024.
1800
Diagonal Note
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
“Diagonal Note”). The 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
Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the Diagonal Note, the
Diagonal Note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the Diagonal Note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the Diagonal Note into shares of the Company’s
common stock at a conversion price of 61% of the market price as described in the 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 Diagonal Note. For the
six months ended June 30, 2024, the Company made principal payments on the loan totaling $98,532 and no interest
payments were made. The outstanding balance on the loan was $39,468, net of debt discount of $16,611, and totaling $22,857 as
of June 30, 2024.
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 six months ended June 30, 2024, no principal
and interest payments were made.
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 (v) 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.
Interest expense totaled $1,206,316 as of June 30, 2024 and $670,453 as
of June 30, 2023. As of June 30, 2024, approximately $777,600, $307,500 and $121,000 of the balance was related to amortization on debt
discount, cash paid interest, and accrued interest. The remainder of the balance was related to amortization of loan costs.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 405 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/470/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Stockholders’ Equity
|
6 Months Ended |
Jun. 30, 2024 |
Equity [Abstract] |
|
Stockholders’ Equity |
Note
7. Stockholders’ Equity
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.
During
the six months ended June 30, 2023, between May 2023 and June 2023, the Company issued an aggregate of 1,000 shares of common stock for
cash proceeds of $200,000 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 commitment fees, with a fair value of $141,250, which was recorded
as stock issuance costs.
During
the six months ended June 30, 2023, the Company issued an aggregate of 15,613
shares of common stock to Lind with a fair value
of $2,501,820
as payment of $1,668,800
of note principal due on the convertible promissory
note, and recorded a loss of $833,019.
During
the six months ended June 30, 2023, the Company issued an aggregate of 222 shares of common stock to the designee of ClearThink for consulting
services provided to the Company.
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.
During
the six months ended June 30, 2024, the Company issued an aggregate of 1,339,656
shares of common stock in consideration of proceeds of $2,982,415
pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. Cash proceeds received as of June 30, 2024 were
$2,160,765
and the balance of $821,650
was received in July 2024.
During
the six months ended June 30, 2024, the Company issued an aggregate of 441,831 shares of common stock to Lind as partial conversion of
$944,900 principal pursuant to the May 2023 convertible promissory note.
During
the six months ended June 30, 2024, the Company issued an aggregate of 11,557
shares of common stock to the designee of ClearThink with a fair value of $55,000 for consulting services provided to the
Company.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Options
|
6 Months Ended |
Jun. 30, 2024 |
Share-Based Payment Arrangement [Abstract] |
|
Options |
Note
8. Options
The
following table represents option activity for the six months ended June 30, 2024:
Schedule
of Option Activity
| | |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life in Years | | |
Aggregate Intrinsic Value | |
Outstanding – December 31, 2023 | | |
| 6,331 | | |
$ | 1,555.52 | | |
| 3.80 | | |
$ | - | |
Exercisable – December 31, 2023 | | |
| 4,398 | | |
$ | 1,555.52 | | |
| 4.27 | | |
$ | - | |
Granted | | |
| - | | |
$ | - | | |
| | | |
| | |
Forfeited | | |
| 896 | | |
$ | - | | |
| | | |
| | |
Expired | | |
| 500 | | |
$ | - | | |
| | | |
| | |
Vested | | |
| 4,078 | | |
$ | - | | |
| | | |
| | |
Outstanding – June 30, 2024 | | |
| 4,935 | | |
$ | 1,537.86 | | |
| 3.88 | | |
$ | - | |
Exercisable – June 30, 2024 | | |
| 4,078 | | |
$ | 1,537.86 | | |
| 4.22 | | |
$ | - | |
For
the six months ended June 30, 2024, the Company recognized a net credit to stock compensation expense of $5,623 due to options forfeitures.
|
X |
- DefinitionThe entire disclosure for share-based payment arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Warrants
|
6 Months Ended |
Jun. 30, 2024 |
Warrants |
|
Warrants |
Note
9. Warrants
The
following table represents warrant activity for the six months ended June 30, 2024:
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 | | |
$ | 770.50 | | |
| 5.52 | | |
$ | - | |
Granted | |
| - | | |
$ | - | | |
| | | |
| | |
Exercised | |
| - | | |
$ | - | | |
| | | |
| | |
Forfeited or Expired | |
| (2,144 | ) | |
$ | - | | |
| | | |
| | |
Outstanding – June 30, 2024 | |
| 12,475 | | |
$ | 161.07 | | |
| 4.30 | | |
| | |
Exercisable – June 30, 2024 | |
| 12,475 | | |
$ | 161.07 | | |
| 4.30 | | |
$ | - | |
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 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. 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 warrant exercisable six months from the date of issuance to purchase 3,505 shares of common stock
at an exercise price of $67.00 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. The 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, the Company issued five-year
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 June 30, 2024.
On
September 11, 2023, in connection with the underwritten public offering, the Company issued eighteen-month 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 June 30, 2024.
There
was no warrant activity for the six months ended June 30, 2024.
|
X |
- References
+ Details
Name: |
BSFC_DisclosureWarrantsAbstract |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
BSFC_WarrantsTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Commitment and Contingencies
|
6 Months Ended |
Jun. 30, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitment and Contingencies |
Note
10. 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 $17,400 on the lease for the six months ended June 30, 2023. For the six months ended June 30, 2024, the Company paid $34,800
under this lease.
Coastal
Pride leases 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. For the six months ended June 30, 2024, Coastal Pride paid $6,000 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 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, Coastal Pride entered into a verbal month-to-month lease agreement with Gault for $1,500 per month.
For the six months ended June 30, 2024, Coastal Pride paid $9,000 on the lease.
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 taxes. Both leases are renewable for two additional five-year terms.
Rental
and equipment lease expenses were approximately $76,957 and $92,705 for the six months ended June 30, 2024 and 2023, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 405 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/405-30/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482648/440-10-50-4
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/450/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478522/954-440-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482648/440-10-50-4
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/440/tableOfContent
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Subsequent Events
|
6 Months Ended |
Jun. 30, 2024 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note
11. Subsequent Events
Shares
issuances
In July
2024, the Company issued 129,700 shares
of common stock to Lind as partial conversion of $200,000 principal
pursuant to the May 2023 convertible promissory note.
During
July 2024, the Company issued an aggregate of 9,900
shares of common stock to the designee of ClearThink for $11,000 consulting services provided to the Company.
Note issuances
On July 25, 2024, the Company entered
into a second subordinated business loan and security agreement with Agile and Agile Capital as collateral agent whereby the Company
issued a promissory note for a term loan 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.
In August 2024 the
Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each of Quick Capital,
LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC a New Jersey limited
liability company (“Jefferson”) whereby it will issue promissory notes in the aggregate principal amount of $550,000
(the “August Private Placement Offering”). The Company agreed to issue to 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 and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Private Placement Notes have
a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate purposes. The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of common stock as additional consideration
for entering into Private Placement Notes.
The
investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under
a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any portion of
the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our common stock. The conversion
price shall be $1.50, subject to adjustments. We have agreed to reserve a sufficient number of common stock (initially, 2,000,000 shares)
for issuance upon conversion of the Private Placement Notes in accordance with their terms.
British Columbia Lawsuit
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.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Jun. 30, 2024 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
The
following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes
required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements.
The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management,
necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 has been derived from
the Company’s annual financial statements that were audited by our independent registered public accounting firm but does not include
all of the information and footnotes required for complete annual financial statements. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the SEC on April 1, 2024 for a broader discussion of our business and the risks inherent
in such business.
|
Advances to Suppliers and Related Party |
Advances
to Suppliers and Related Party
In
the normal course of business, the Company may advance payments to its suppliers, including of Bacolod Blue Star Export Corp. (“Bacolod”),
a related party based in the Philippines. 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 June 30, 2024, and December 31, 2023, the balance due from the related party for future shipments was approximately $1,300,000. No
new purchases have been made from Bacolod since November 2020. There was no cost of revenue related to inventories purchased from Bacolod
recorded for the six months ended June 30, 2024 and 2023.
|
Revenue Recognition |
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 purchasing
blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada
and purchasing raw materials for packaged seafood and other inventory under AFVFL. The Company sells 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 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.
|
Accounts Receivable |
Accounts
Receivable
Accounts
receivable consist 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 credit losses 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 allowance for credit losses. 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 June 30, 2024, the Company recorded allowances for sales returns, allowances and discounts of $30,605 and refund liability
of $107,587. There was no allowance for bad debt recorded for the six months ended June 30, 2024. As of December 31, 2023, the Company
recorded sales return, allowances and discounts of $31,064 and refund liability of $189,975. There was no allowance for bad debt recorded
for the year ended December 31, 2023.
|
Inventories |
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 and raw materials for packaged seafood and other inventory
from AFVFL. The cost of inventory is primarily determined using the specific identification method for crab meat and raw materials for
packaged seafood inventory. 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 raw materials for packaged
seafood inventory 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. For
the six months ended June 30, 2024, the Company recorded an inventory allowance of $546,923. For the year ended December 31, 2023, the
Company recorded an inventory allowance in the amount of $176,000 which was charged to cost of goods sold.
The
Company’s inventory as of June 30, 2024 and December 31, 2023 consists of:
Schedule
of Inventory
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
Inventory purchased for resale | |
$ | 1,955,424 | | |
$ | 1,708,311 | |
Feeds and eggs processed | |
| 50,979 | | |
| 102,373 | |
Raw materials for packaged seafood | |
| 248,186 | | |
| - | |
Packaged seafood inventory | |
| 897,388 | | |
| - | |
Inventory other | |
| 33,054 | | |
| - | |
In-transit inventory | |
| - | | |
| 973,837 | |
Less: Inventory allowance | |
| (546,923 | ) | |
| (176,000 | ) |
Inventory, net | |
$ | 2,638,108 | | |
$ | 2,608,521 | |
Inventory
other is comprised of packaged inventory involving other protein items such as poultry, beef and pork.
|
Lease Accounting |
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.
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 June 30, 2024. The Company’s leases generally have terms that range from three years for equipment
and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components
of its agreements as a single component and accounts for them as a lease.
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 lease. 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
we have 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 we will exercise the option, we consider 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 June 30, 2024.
Schedule of Lease-related Assets and Liabilities
| |
June 30, 2024 | |
Assets | |
| | |
Operating lease assets | |
$ | 104,788 | |
| |
| | |
Liabilities | |
| | |
Current | |
| | |
Operating lease liabilities | |
$ | 35,852 | |
Noncurrent | |
| | |
Operating lease liabilities | |
$ | 68,936 | |
Supplemental
cash flow information related to leases were as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| |
Six Months Ended June 30, 2024 | |
| |
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
| | |
Operating cash flows from operating leases | |
$ | 20,226 | |
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
| |
June 30, 2024 | |
Weighted-average remaining lease term | |
| | |
Operating leases | |
| 2.75 years | |
Weighted-average discount rate | |
| | |
Operating leases | |
| 7.3 | % |
Maturities
of lease liabilities as of June 30, 2024 were as follows:
Schedule of Maturities of Lease Liabilities
| |
Operating Leases | |
| |
| |
2024 (six months remaining) | |
| 21,708 | |
2025 | |
| 43,415 | |
2026 | |
| 43,415 | |
2027 | |
| 10,854 | |
Total lease payments | |
| 119,392 | |
Less: amount of lease payments representing interest | |
| (14,604 | ) |
Present value of future minimum lease payments | |
$ | 104,788 | |
Less: current obligations under leases | |
$ | (35,852 | ) |
Non-current obligations | |
$ | 68,936 | |
|
Long-lived Assets |
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 six months ended June 30, 2024 and for the year ended December 31, 2023.
|
Foreign Currency Exchange Rates Risk |
Foreign
Currency Exchange Rates Risk
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.
|
Fair Value Measurements and Financial Instruments |
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.
Our
financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities
and warrant liabilities. We believe the carrying values of our 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 using the Black Scholes Pricing model as of June 30, 2024 and December 31, 2023. There were no financial assets
and liabilities that were measured at fair value on a recurring basis under Levels 1 and 2.
Schedule of Derivative and Warrant Liabilities Measured at Fair Value
| |
Level 3 Fair Value | |
| |
As of June 30, 2024 | | |
As of December 31, 2023 | |
Liabilities | |
| | |
| |
Derivative liability on convertible debt | |
$ | 484,350 | | |
$ | 1,047,049 | |
Warrant liability | |
| 550 | | |
| 1,574 | |
Total | |
$ | 484,900 | | |
$ | 1,048,623 | |
The
table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the six months
ended June 30, 2024:
Schedule
of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability
Derivative liability balance, January 1, 2024 | |
$ | 1,047,049 | |
Issuance of derivative liability during the period | |
| - | |
Settlement of derivative liability | |
| (808,209 | ) |
Change in fair value of derivative liability during the period | |
| 245,510 | |
Derivative liability balance, June 30, 2024 | |
$ | 484,350 | |
| |
| | |
Warrant liability balance, January 1, 2024 | |
$ | 1,574 | |
Issuance of warrant liability during the period | |
| - | |
Change in fair value of warrant liability during the period | |
| (1,024 | ) |
Warrant liability balance, June 30, 2024 | |
$ | 550 | |
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 | |
| 45.51% - 150.46 | % |
Risk-free interest rate | |
| 3.81% - 4.91 | % |
Expected term | |
| 1.42 – 5.00 years | |
The
fair market value of all derivatives and warrant liability as of June 30, 2024 was determined using the Black-Scholes option pricing
model which used the following assumptions:
Stock price | |
$ | 2.00 | |
Expected dividend yield | |
| 0.00 | % |
Expected stock price volatility | |
| 39.54% - 191.24 | % |
Risk-free interest rate | |
| 4.33% - 5.09 | % |
Expected term | |
| 0.92 – 1.08years | |
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
There
are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s
financial position, results of operations or cash flows.
|
X |
- DefinitionAdvances To Suppliers And Related Party Policy Text Block]
+ References
+ Details
Name: |
BSFC_AdvancesToSuppliersAndRelatedPartyPolicyTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 825 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-1
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/830/tableOfContent
+ Details
Name: |
us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.CC) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480091/360-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 05 -Paragraph 4 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482338/360-10-05-4
+ Details
Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 330 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483080/330-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483489/210-10-50-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 912 -SubTopic 330 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478411/912-330-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 330 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/330/tableOfContent
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 330 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483080/330-10-50-4
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 45 -Paragraph 6 -Subparagraph (a) -SubTopic 10 -Topic 270 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482989/270-10-45-6
+ Details
Name: |
us-gaap_InventoryPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for leasing arrangement entered into by lessee.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-1
+ Details
Name: |
us-gaap_LesseeLeasesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue from contract with customer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-19
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-18
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-18
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 9: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 606 -Publisher FASB -URI https://asc.fasb.org/606/tableOfContent
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for accounts receivable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-6
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481569/310-20-50-1
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 15 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-15
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-11B
+ Details
Name: |
us-gaap_TradeAndOtherAccountsReceivablePolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Summary of Significant Accounting Policies (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Accounting Policies [Abstract] |
|
Schedule of Inventory |
The
Company’s inventory as of June 30, 2024 and December 31, 2023 consists of:
Schedule
of Inventory
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
Inventory purchased for resale | |
$ | 1,955,424 | | |
$ | 1,708,311 | |
Feeds and eggs processed | |
| 50,979 | | |
| 102,373 | |
Raw materials for packaged seafood | |
| 248,186 | | |
| - | |
Packaged seafood inventory | |
| 897,388 | | |
| - | |
Inventory other | |
| 33,054 | | |
| - | |
In-transit inventory | |
| - | | |
| 973,837 | |
Less: Inventory allowance | |
| (546,923 | ) | |
| (176,000 | ) |
Inventory, net | |
$ | 2,638,108 | | |
$ | 2,608,521 | |
|
Schedule of Lease-related Assets and Liabilities |
The
table below presents the lease-related assets and liabilities recorded on the balance sheet as of June 30, 2024.
Schedule of Lease-related Assets and Liabilities
| |
June 30, 2024 | |
Assets | |
| | |
Operating lease assets | |
$ | 104,788 | |
| |
| | |
Liabilities | |
| | |
Current | |
| | |
Operating lease liabilities | |
$ | 35,852 | |
Noncurrent | |
| | |
Operating lease liabilities | |
$ | 68,936 | |
|
Schedule of Supplemental Cash Flow Information Related to Leases |
Supplemental
cash flow information related to leases were as follows:
Schedule of Supplemental Cash Flow Information Related to Leases
| |
Six Months Ended June 30, 2024 | |
| |
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
| | |
Operating cash flows from operating leases | |
$ | 20,226 | |
ROU assets recognized in exchange for lease obligations: | |
| | |
Operating leases | |
$ | - | |
|
Schedule of Remaining Lease Term and Discount Rates for 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
| |
June 30, 2024 | |
Weighted-average remaining lease term | |
| | |
Operating leases | |
| 2.75 years | |
Weighted-average discount rate | |
| | |
Operating leases | |
| 7.3 | % |
|
Schedule of Maturities of Lease Liabilities |
Maturities
of lease liabilities as of June 30, 2024 were as follows:
Schedule of Maturities of Lease Liabilities
| |
Operating Leases | |
| |
| |
2024 (six months remaining) | |
| 21,708 | |
2025 | |
| 43,415 | |
2026 | |
| 43,415 | |
2027 | |
| 10,854 | |
Total lease payments | |
| 119,392 | |
Less: amount of lease payments representing interest | |
| (14,604 | ) |
Present value of future minimum lease payments | |
$ | 104,788 | |
Less: current obligations under leases | |
$ | (35,852 | ) |
Non-current obligations | |
$ | 68,936 | |
|
Schedule of Derivative and Warrant Liabilities Measured at Fair Value |
Schedule of Derivative and Warrant Liabilities Measured at Fair Value
| |
Level 3 Fair Value | |
| |
As of June 30, 2024 | | |
As of December 31, 2023 | |
Liabilities | |
| | |
| |
Derivative liability on convertible debt | |
$ | 484,350 | | |
$ | 1,047,049 | |
Warrant liability | |
| 550 | | |
| 1,574 | |
Total | |
$ | 484,900 | | |
$ | 1,048,623 | |
|
Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability |
The
table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the six months
ended June 30, 2024:
Schedule
of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability
Derivative liability balance, January 1, 2024 | |
$ | 1,047,049 | |
Issuance of derivative liability during the period | |
| - | |
Settlement of derivative liability | |
| (808,209 | ) |
Change in fair value of derivative liability during the period | |
| 245,510 | |
Derivative liability balance, June 30, 2024 | |
$ | 484,350 | |
| |
| | |
Warrant liability balance, January 1, 2024 | |
$ | 1,574 | |
Issuance of warrant liability during the period | |
| - | |
Change in fair value of warrant liability during the period | |
| (1,024 | ) |
Warrant liability balance, June 30, 2024 | |
$ | 550 | |
|
Schedule of Fair Market Value of Derivatives |
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 | |
| 45.51% - 150.46 | % |
Risk-free interest rate | |
| 3.81% - 4.91 | % |
Expected term | |
| 1.42 – 5.00 years | |
The
fair market value of all derivatives and warrant liability as of June 30, 2024 was determined using the Black-Scholes option pricing
model which used the following assumptions:
Stock price | |
$ | 2.00 | |
Expected dividend yield | |
| 0.00 | % |
Expected stock price volatility | |
| 39.54% - 191.24 | % |
Risk-free interest rate | |
| 4.33% - 5.09 | % |
Expected term | |
| 0.92 – 1.08years | |
|
X |
- DefinitionFair Value Net Derivative And Warrant Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Table Text Block]
+ References
+ Details
Name: |
BSFC_FairValueNetDerivativeAndWarrantAssetLiabilityMeasuredOnRecurringBasisUnobservableInputReconciliationTableTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionOperating Leases Related Assets And Liabilities [Table Text Block]
+ References
+ Details
Name: |
BSFC_OperatingLeasesRelatedAssetsAndLiabilitiesTableTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSchedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability.
+ References
+ Details
Name: |
BSFC_ScheduleOfChangeInFairValueOfDerivativeLiabilityConvertibleDebtAndWarrantLiabilityTableTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSchedule of Remaining Lease Term and Discount Rates for Operating Leases [Table Text Block]
+ References
+ Details
Name: |
BSFC_ScheduleOfRemainingLeaseTermAndDiscountRatesForOperatingLeasesTableTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSchedule of supplemental cash flow information related to leases [Table Text Block]
+ References
+ Details
Name: |
BSFC_ScheduleOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 103 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-103
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483489/210-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfInventoryCurrentTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Fixed Assets, Net (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Property, Plant and Equipment [Abstract] |
|
Schedule of Fixed Assets |
Fixed
assets comprised the following:
Schedule of Fixed Assets
| |
June 30, 2024 | | |
December 31, 2023 | |
Computer equipment | |
$ | 52,625 | | |
$ | 47,908 | |
RAS system | |
| 150,424 | | |
| 140,214 | |
Leasehold improvements | |
| 17,904 | | |
| 17,904 | |
Building Improvements | |
| 179,523 | | |
| 136,653 | |
Total | |
| 400,476 | | |
| 342,679 | |
Fixed assets, gross | |
| 400,476 | | |
| 342,679 | |
Less: Accumulated depreciation | |
| (41,498 | ) | |
| (38,822 | ) |
Fixed assets, net | |
$ | 358,978 | | |
$ | 303,857 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Options (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Share-Based Payment Arrangement [Abstract] |
|
Schedule of Option Activity |
The
following table represents option activity for the six months ended June 30, 2024:
Schedule
of Option Activity
| | |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life in Years | | |
Aggregate Intrinsic Value | |
Outstanding – December 31, 2023 | | |
| 6,331 | | |
$ | 1,555.52 | | |
| 3.80 | | |
$ | - | |
Exercisable – December 31, 2023 | | |
| 4,398 | | |
$ | 1,555.52 | | |
| 4.27 | | |
$ | - | |
Granted | | |
| - | | |
$ | - | | |
| | | |
| | |
Forfeited | | |
| 896 | | |
$ | - | | |
| | | |
| | |
Expired | | |
| 500 | | |
$ | - | | |
| | | |
| | |
Vested | | |
| 4,078 | | |
$ | - | | |
| | | |
| | |
Outstanding – June 30, 2024 | | |
| 4,935 | | |
$ | 1,537.86 | | |
| 3.88 | | |
$ | - | |
Exercisable – June 30, 2024 | | |
| 4,078 | | |
$ | 1,537.86 | | |
| 4.22 | | |
$ | - | |
|
X |
- DefinitionTabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Warrants (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Warrants |
|
Schedule of Warrant Activity |
The
following table represents warrant activity for the six months ended June 30, 2024:
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 | | |
$ | 770.50 | | |
| 5.52 | | |
$ | - | |
Granted | |
| - | | |
$ | - | | |
| | | |
| | |
Exercised | |
| - | | |
$ | - | | |
| | | |
| | |
Forfeited or Expired | |
| (2,144 | ) | |
$ | - | | |
| | | |
| | |
Outstanding – June 30, 2024 | |
| 12,475 | | |
$ | 161.07 | | |
| 4.30 | | |
| | |
Exercisable – June 30, 2024 | |
| 12,475 | | |
$ | 161.07 | | |
| 4.30 | | |
$ | - | |
|
X |
- References
+ Details
Name: |
BSFC_DisclosureWarrantsAbstract |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Company Overview (Details Narrative) - USD ($)
|
|
|
|
|
1 Months Ended |
May 20, 2024 |
Feb. 12, 2024 |
Feb. 01, 2024 |
Feb. 03, 2022 |
Jan. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Common stock issued for note payment, shares |
|
|
|
|
474
|
Reverse stock split |
one-for-fifty reverse stock split
|
|
|
|
|
Master Service Agreement [Member] | Afritex Ventures Inc [Member] |
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Common stock issued for note payment, shares |
|
1,000,000
|
|
|
|
Agreement term description |
|
|
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.
|
|
|
Share discount rate |
|
10.00%
|
|
|
|
Option Agreement [Member] | Afritex Ventures Inc [Member] |
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Agreement term description |
|
The Option Agreement may be terminated if, among others, the closing has not occurred within 90 days, unless extended for two
additional 30-day periods at the Company’s sole discretion. To date, the Company has extended the Option Agreement for the first
additional 30-day period and has not exercised its option to purchase such intangibles assets, machinery and equipment
|
|
|
|
Purchase price of machinery and equipment |
|
$ 554,714
|
|
|
|
Debt description |
|
The closing of the Option Agreement is subject to, among other things, the successful restructuring of
Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding.
|
|
|
|
Option Agreement [Member] | Afritex Ventures Inc [Member] | Shares Held In Escrow [Member] |
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Common stock issued for note payment, shares |
|
100,000
|
|
|
|
Gault Sea Food, LLC [Member] | Asset Purchase [Member] |
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
Payments to acquire businesses net of cash acquired |
|
|
|
$ 359,250
|
|
Common stock issued for note payment, shares |
|
|
|
167
|
|
Common stock fair value |
|
|
|
$ 359,250
|
|
X |
- DefinitionAgreement term description
+ References
+ Details
Name: |
BSFC_AgreementTermDescription |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 808 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479402/808-10-50-1
+ Details
Name: |
us-gaap_CollaborativeArrangementsAndNoncollaborativeArrangementTransactionsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIdentification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(13)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-10
+ Details
Name: |
us-gaap_DebtInstrumentFairValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for acquisition of machinery and equipment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireMachineryAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 4 -Subparagraph (SAB Topic 4.C) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-4
+ Details
Name: |
us-gaap_StockholdersEquityReverseStockSplit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_MasterServiceAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_AfritexVenturesIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_OptionAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=BSFC_SharesHeldInEscrowMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=BSFC_GaultSeafoodLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_AssetPurchaseMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Schedule of Inventory (Details) - USD ($)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
|
Inventory purchased for resale |
$ 1,955,424
|
$ 1,708,311
|
Feeds and eggs processed |
50,979
|
102,373
|
Raw materials for packaged seafood |
248,186
|
|
Packaged seafood inventory |
897,388
|
|
Inventory other |
33,054
|
|
In-transit inventory |
|
973,837
|
Less: Inventory allowance |
(546,923)
|
(176,000)
|
Inventory, net |
$ 2,638,108
|
$ 2,608,521
|
X |
- DefinitionInventory purchased for resale.
+ References
+ Details
Name: |
BSFC_InventoryPurchasedForResale |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionInventory raw materials for packaged seafood
+ References
+ Details
Name: |
BSFC_InventoryRawMaterialsForPackagedSeafood |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionPackaged seafood inventory
+ References
+ Details
Name: |
BSFC_PackagedSeafoodInventory |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of inventory reserves for last-in first-out (LIFO) and other inventory valuation methods.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483080/330-10-50-1
+ Details
Name: |
us-gaap_InventoryAdjustments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before valuation and LIFO reserves of other inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherInventory |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionGross amount of merchandise or supplies to which the entity holds the title but does not hold physical possession because the goods are currently being transported.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherInventoryInTransit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2.u1
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2.u1
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-5
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeasePayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase in right-of-use asset obtained in exchange for operating lease liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 53 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.2.u1
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average discount rate for operating lease calculated at point in time.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 53 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(4) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 53 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
v3.24.2.u1
Schedule of Maturities of Lease Liabilities (Details) - USD ($)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
|
2024 (six months remaining) |
$ 21,708
|
|
2025 |
43,415
|
|
2026 |
43,415
|
|
2027 |
10,854
|
|
Total lease payments |
119,392
|
|
Less: amount of lease payments representing interest |
(14,604)
|
|
Present value of future minimum lease payments |
104,788
|
|
Less: current obligations under leases |
(35,852)
|
$ (35,428)
|
Non-current obligations |
$ 68,936
|
$ 89,586
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease having initial or remaining lease term in excess of one year to be paid in remainder of current fiscal year.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2.u1
Schedule of Derivative and Warrant Liabilities Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] |
|
|
Derivative liability on convertible debt |
$ 484,350
|
$ 1,047,049
|
Derivative liability on convertible debt |
550
|
1,574
|
Total |
$ 484,900
|
$ 1,048,623
|
X |
- DefinitionSum as of the balance sheet date of the (a) fair values of all liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments, and (b) the carrying amounts of the liabilities arising from financial instruments or contracts used to mitigate a specified risk (hedge), and which are expected to be extinguished or otherwise disposed of within a year or the normal operating cycle, if longer, net of the effects of master netting arrangements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DerivativeInstrumentsAndHedgesLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2.u1
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Schedule of Fair Market Value of Derivatives (Details)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Measurement Input, Share Price [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
2.00
|
7.00
|
Measurement Input, Expected Dividend Rate [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
0.00
|
0.00
|
Measurement Input, Price Volatility [Member] | Minimum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
39.54
|
45.51
|
Measurement Input, Price Volatility [Member] | Maximum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
191.24
|
150.46
|
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
4.33
|
3.81
|
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
5.09
|
4.91
|
Measurement Input, Expected Term [Member] | Minimum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
11 months 1 day
|
1 year 5 months 1 day
|
Measurement Input, Expected Term [Member] | Maximum [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Derivative liability, measurement input |
1 year 29 days
|
5 years
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
Cost of revenue |
$ 1,482,041
|
$ 1,574,547
|
$ 3,571,608
|
$ 3,188,624
|
|
Sales return and allowances |
30,605
|
|
30,605
|
|
$ 31,064
|
Refund liability |
107,587
|
|
107,587
|
|
189,975
|
Allowance for bad debt |
0
|
|
0
|
|
0
|
Inventory adjustment |
546,923
|
|
546,923
|
|
176,000
|
Impairment of long-lived tangible assets |
|
|
0
|
|
0
|
Related Party [Member] |
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
Due from related party for future shipments |
$ 1,300,000
|
|
1,300,000
|
|
$ 1,300,000
|
Bacolod Blue Star Export Corp [Member] |
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
Cost of revenue |
|
|
$ 0
|
$ 0
|
|
X |
- DefinitionSales return and allowances.
+ References
+ Details
Name: |
BSFC_SalesReturnAndAllowances |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of allowance for credit loss on accounts receivable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479344/326-20-45-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481962/310-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479319/326-20-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479319/326-20-50-13
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_DefinedBenefitPlanDisclosureLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of write-downs for impairments recognized during the period for long-lived assets held for abandonment, exchange or sale.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482130/360-10-45-15
+ Details
Name: |
us-gaap_ImpairmentOfLongLivedAssetsToBeDisposedOf |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of inventory reserves for last-in first-out (LIFO) and other inventory valuation methods.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483080/330-10-50-1
+ Details
Name: |
us-gaap_InventoryAdjustments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount due from parties in nontrade transactions, classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(5)(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(3)(a)(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_OtherReceivables |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2.u1
Going Concern (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
|
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
|
|
|
Net loss |
$ 1,841,967
|
$ 1,093,095
|
$ 1,451,735
|
$ 1,951,402
|
$ 2,935,062
|
$ 3,403,137
|
|
Accumulated deficit |
36,745,794
|
|
|
|
36,745,794
|
|
$ 33,810,732
|
Working capital surplus |
2,534,259
|
|
|
|
2,534,259
|
|
|
Stockholder debt |
$ 44,038
|
|
|
|
$ 44,038
|
|
|
X |
- Definition
+ References
+ Details
Name: |
BSFC_WorkingCapitalSurplus |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 60 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of subordinated debt (with initial maturities beyond one year or beyond the operating cycle if longer). Subordinated debt places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_SubordinatedDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.2.u1
Other Current Assets (Details Narrative) - USD ($)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
|
Other current assets |
$ 2,455,069
|
$ 833,472
|
Prepaid inventory |
551,800
|
|
Prepaid legal fees |
234,200
|
|
Prepaid shares issuance |
$ 821,650
|
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of assets, typically cash, provided to suppliers of goods in advance of receipt and acceptance, or services (such as research facilities, lawyers or consultants), which is held by such parties until the entity either effects full payment (including applying the retainer) or obtains release from liability.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainageDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.2.u1
Schedule of Fixed Assets (Details) - USD ($)
|
Jun. 30, 2024 |
Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] |
|
|
Fixed assets, gross |
$ 400,476
|
$ 342,679
|
Less: Accumulated depreciation |
(41,498)
|
(38,822)
|
Fixed assets, net |
358,978
|
303,857
|
Computer Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Fixed assets, gross |
52,625
|
47,908
|
RAS System [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Fixed assets, gross |
150,424
|
140,214
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Fixed assets, gross |
17,904
|
17,904
|
Building Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Fixed assets, gross |
$ 179,523
|
$ 136,653
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(14)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(13)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478451/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_ComputerEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=BSFC_RASSystemMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LeaseholdImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_BuildingImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
X |
- DefinitionThe current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_DepreciationAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
Debt (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
4 Months Ended |
6 Months Ended |
12 Months Ended |
|
|
Aug. 31, 2024 |
Jul. 25, 2024 |
May 22, 2024 |
May 17, 2024 |
May 09, 2024 |
Apr. 16, 2024 |
Mar. 07, 2024 |
Mar. 01, 2024 |
Jan. 25, 2024 |
Jan. 18, 2024 |
Jan. 05, 2024 |
Jan. 02, 2024 |
Oct. 19, 2023 |
Sep. 15, 2023 |
Jul. 27, 2023 |
Jun. 23, 2023 |
Jun. 16, 2023 |
Jun. 14, 2023 |
May 30, 2023 |
Jan. 24, 2022 |
Nov. 26, 2019 |
Jan. 31, 2023 |
Mar. 31, 2021 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Apr. 30, 2025 |
Dec. 31, 2024 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Aug. 17, 2024 |
Apr. 22, 2022 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 871,249
|
$ 315,787
|
|
|
$ 1,206,316
|
$ 670,453
|
|
|
|
Fair value of warrants issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
327,122
|
(99,577)
|
|
|
244,486
|
(99,577)
|
|
|
|
Debt instrument conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 120.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,509
|
|
|
|
188,509
|
|
$ 481,329
|
|
|
Commitment fee shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
474
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
$ 1.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
315,434
|
|
|
|
315,434
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
555,100
|
|
|
|
$ 555,100
|
|
|
|
|
Debt instrument conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.90%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
441,831
|
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 264,687
|
|
|
|
|
703,236
|
$ 287,149
|
|
|
$ 703,236
|
$ 287,149
|
|
|
|
Debt Conversion, Converted Instrument, Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
944,900
|
|
|
|
|
Long term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
239,666
|
|
|
|
$ 239,666
|
|
|
|
|
Agile Lending LLC Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
525,000
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,658
|
|
|
Proceeds from other debt |
|
|
|
|
|
|
|
|
|
|
|
|
$ 210,000
|
|
|
|
|
$ 525,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, issued, principal |
|
|
|
|
|
|
|
|
|
|
|
|
$ 84,000
|
|
|
|
|
$ 231,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
Apr. 01, 2024
|
|
|
|
|
Dec. 15, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to employees |
|
|
|
|
|
|
|
|
|
|
|
|
$ 12,250
|
|
|
$ 29,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative fees expense |
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee shares |
|
|
|
|
|
|
|
|
7,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,339,656
|
222
|
|
|
|
Commitment fees |
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hart Associates LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee shares |
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fees |
|
|
$ 23,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6% Demand Promissory Notes [Member] | John Keeler [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 44,000
|
|
|
|
$ 44,000
|
|
|
|
|
Interest expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,775
|
$ 26,535
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.00%
|
|
|
|
6.00%
|
|
|
|
|
Repayments of unsecured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 121,582
|
62,661
|
|
|
|
Five Year Unsecured Promissory Note [Member] | Walter Lubkin Jr. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
|
|
|
|
|
|
|
250,000
|
|
|
Debt instrument covenant, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,083
|
|
|
|
2,083
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
7,000
|
|
|
|
Walter Lubkin Jr. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
100,000
|
|
100,000
|
|
|
Loan [Member] | Agile Lending LLC Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,000
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,000
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
Loan One [Member] | Agile Lending LLC Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,491
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,996
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
Loan One [Member] | Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
161,765
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,325
|
|
|
|
38,325
|
|
|
|
|
Loan Two [Member] | Agile Lending LLC Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178,338
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,662
|
|
|
|
31,662
|
|
|
|
|
Loan Two [Member] | 1800 Diagonal Lending LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,532
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,857
|
|
|
|
22,857
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,468
|
|
|
|
39,468
|
|
|
|
|
Debt instrument discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,611
|
|
|
|
16,611
|
|
|
|
|
Loan Three [Member] | Agile Lending LLC Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,500
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
Debt instrument carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,500
|
|
|
|
136,500
|
|
|
|
|
Promissory Note [Member] | 1800 Diagonal Lending LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
$ 26,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
138,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument discount |
|
|
|
|
|
$ 23,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
|
Jan. 15, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable interest rate percentage |
|
|
|
|
|
22.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock at conversion price percentage |
|
|
|
|
|
61.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
$ 240,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument discount |
|
|
|
$ 40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt description |
|
|
|
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 (v) 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%).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares |
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
Apr. 17, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable interest rate percentage |
|
|
|
19.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | Forecast [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,000
|
$ 22,000
|
|
|
|
|
|
Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 185,600
|
|
Loan Agreement [Member] | AFC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from contributed capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,405,034
|
|
|
|
|
Line of credit facility, current borrowing capacity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,182,971
|
|
|
|
4,182,971
|
|
|
|
|
Terminated Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of debt total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 108,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,094,800
|
|
$ 2,075,900
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,200,000
|
$ 5,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120.00%
|
125.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
$ 479,585
|
|
|
|
Warrants and rights outstanding, term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,701
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 122.50
|
$ 4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 50,000
|
$ 150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt issuance cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,144
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,022,397
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 381,538
|
$ 1,035,253
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
outstanding principal under the 2022 Lind Note was 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
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 333,333
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt weighted average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5.00
|
Ownership percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.99%
|
|
|
|
|
|
|
|
|
|
|
|
|
4.99%
|
Debt description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon
a change of control of the Company, as defined in the 2022 Lind Note, Lind had 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 contained certain negative covenants, including restricting the Company from certain distributions,
stock repurchases, borrowing, sale of assets, loans and exchange offers.
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,471
|
|
27,584
|
|
|
Extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,573,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 122.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.00%
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4.50
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000
|
Securities Purchase Agreement [Member] | Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
Commitment fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,982,415
|
$ 200,000
|
|
|
|
Securities Purchase Agreement [Member] | Hart Associates LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares |
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
|
May 15, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Purchase Agreement [Member] | Promissory Note [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment interest |
$ 27,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
$ 275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
16.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agreement [Member] | Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants and rights outstanding, term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 67.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 72,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 67.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from common stock warrants exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agreement [Member] | Lind Global Fund II LP [Member] | Senior Convertible Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agrrement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 118,984
|
|
|
|
$ 118,984
|
|
|
|
|
Security Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
$ 210,000
|
|
|
$ 210,000
|
|
|
|
$ 122,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Agreement [Member] | Agile Lending LLC And Agile Capital Funding LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument periodic payment interest |
|
|
|
|
84,000
|
|
|
79,800
|
|
|
|
48,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for fee |
|
|
|
$ 10,500
|
|
|
$ 11,146
|
|
|
|
$ 7,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
210,000
|
|
|
210,000
|
|
|
|
$ 122,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee |
|
|
|
|
$ 10,000
|
|
|
$ 10,000
|
|
|
|
$ 5,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
|
|
|
Nov. 22, 2024
|
|
|
Aug. 29, 2024
|
|
|
|
May 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Agreement [Member] | Promissory Note [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
$ 210,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly payment |
|
$ 10,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument maturity date |
|
Jan. 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative fees expense |
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MCA Plus Agreement [Member] | Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for fee |
|
|
|
|
|
|
|
|
|
$ 14,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument face amount |
|
|
|
|
|
|
|
|
|
$ 200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
25.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee |
|
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable interest rate percentage |
|
|
|
|
|
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fee shares |
|
|
|
|
|
|
|
|
7,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fees |
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keeler & Co. [Member] | Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000,000
|
|
|
|
|
|
|
|
|
|
Line of credit facility, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’
eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion
of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%),
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 paid 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.
|
|
|
|
|
|
|
|
|
|
Line of credit guaranty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionCommon stock at conversion price percentage.
+ References
+ Details
Name: |
BSFC_CommonStockAtConversionPricePercentage |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCommon stock outstanding shares percentage.
+ References
+ Details
Name: |
BSFC_CommonStockOutstandingSharesPercentage |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFair value of derivative liability.
+ References
+ Details
Name: |
BSFC_FairValueOfDerivativeLiability |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionProceeds from warrant exercise
+ References
+ Details
Name: |
BSFC_ProceedsFromWarrantExercise |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense for administrative fee from service provided, including, but not limited to, salary, rent, or overhead cost.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-3
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_AdministrativeFeesExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share increase in conversion price of convertible common stock. Excludes change due to standard antidilution provision.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_CommonStockConvertibleConversionPriceIncrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_DebtInstrumentCarryingAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-5
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of minimum financial levels (for example, tangible net worth and working capital) and achievement of certain financial ratios (for example, working capital ratio and debt service coverage ratio), and adherence to certain clauses which generally require or restrict certain actions (for example, entering into a debt arrangement with equal or greater seniority, and selling or discontinuing a certain business segment or material subsidiary) to be in compliance with the covenant clauses of the debt agreement. May also include a discussion of the adverse consequences that would result if the entity violates or fails to satisfy the covenants.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentCovenantDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIdentification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(13)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482907/825-10-50-10
+ Details
Name: |
us-gaap_DebtInstrumentFairValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of the fee that accompanies borrowing money under the debt instrument.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentFeeAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of principal of debt issued.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_DebtInstrumentIssuedPrincipal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentPaymentTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments including both interest and principal payments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPayment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to interest.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPaymentInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to principal.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPaymentPrincipal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after accumulated amortization, of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-1A
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionWeighted average interest rate of debt outstanding.
+ References
+ Details
Name: |
us-gaap_DebtWeightedAverageInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-1A
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
+ Details
Name: |
us-gaap_DeferredFinanceCostsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionGross amount of debt extinguished.
+ References
+ Details
Name: |
us-gaap_ExtinguishmentOfDebtAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 48 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 49 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 270 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (ee) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-24
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69E -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69F -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
+ Details
Name: |
us-gaap_InterestExpenseDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InterestPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
+ Details
Name: |
us-gaap_LineOfCredit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDescription of the terms of a credit facility arrangement. Terms typically include interest rate, collateral required, guarantees required, repayment requirements, and restrictions on use of assets and activities of the entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LineOfCreditFacilityDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1D -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_LongTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash outflow for fees classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (g) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_PaymentsForFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsOfDebtIssuanceCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPayments of cash to employees, including wages and salaries, during the current period.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-17
+ Details
Name: |
us-gaap_PaymentsToEmployees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow associated with the amount received by a corporation from a shareholder during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromContributedCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow from debt classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromOtherDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to repay long-term debt that is not secured by collateral. Excludes repayments of tax exempt unsecured debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfUnsecuredDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstandingTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_LindGlobalFundTwoLPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_AgileLendingLLCLoanMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_ClearThinkCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_HartAssociatesLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_SixPercentDemandPromissoryNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=BSFC_JohnKeelerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_FiveYearUnsecuredPromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=BSFC_WalterLubkinJrMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_WalterLubkinJrMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_LoanMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_LoanOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_LoanTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_OneThousandEightHundredDiagonalLendingLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_LoanThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_PromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_FirstFireGlobalOpportunitiesFundLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementScenarioAxis=srt_ScenarioForecastMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_LoanAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_TerminatedLoanAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_PurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=BSFC_SeniorConvertiblePromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_PurchaseAgrrementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecurityAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_AgileLendingLLCAndAgileCapitalFundingLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_MCAPlusAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Stockholders’ Equity (Details Narrative) - USD ($)
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
6 Months Ended |
Jun. 30, 2024 |
May 22, 2024 |
Feb. 12, 2024 |
Jan. 25, 2024 |
Feb. 14, 2023 |
Jan. 31, 2023 |
Jul. 31, 2024 |
Jan. 31, 2023 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
|
|
|
|
474
|
|
|
|
|
|
|
Cas proceeds |
|
|
|
|
|
|
|
$ 182,982
|
|
|
|
|
|
|
Stock repurchased value |
|
|
|
|
|
|
|
|
|
|
|
$ 76,323
|
|
|
Stock issued during period, value, convertible promissory note |
|
|
|
|
|
|
|
|
$ 1,684,751
|
$ 68,320
|
$ 758,588
|
1,743,230
|
|
|
[custom:LossOnDebtSettlement] |
|
|
|
|
|
|
|
|
|
|
184,589
|
|
|
$ 833,019
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock repurchased value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, value, convertible promissory note |
|
|
|
|
|
|
|
|
$ 44
|
$ 2
|
$ 0
|
$ 1
|
|
|
Aegis Capital Corp. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
|
8,200
|
|
|
|
|
|
|
|
|
|
Pre-Funded warrants to purchase common stock |
|
|
|
|
800
|
|
|
|
|
|
|
|
|
|
Proceeds from underwritten offering |
|
|
|
|
$ 1,692,000
|
|
|
|
|
|
|
|
|
|
Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
7,092
|
|
|
|
|
|
|
|
|
1,339,656
|
222
|
Number of issued shares, value |
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
Clear Think Capital [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
11,557
|
|
Number of issued shares, value |
|
|
|
|
|
|
|
|
|
|
|
|
$ 55,000
|
|
Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
441,831
|
15,613
|
Number of issued shares, value |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,501,820
|
Stock issued during period, value, convertible promissory note |
|
|
|
|
|
|
|
|
|
|
|
|
$ 944,900
|
$ 1,668,800
|
Hart Associates LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares, value |
|
$ 23,300
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Agreement [Member] | Roth Capital Partners, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock repurchased |
|
|
|
|
|
151
|
|
|
|
|
|
|
|
|
Stock repurchased value |
|
|
|
|
|
$ 76,323
|
|
|
|
|
|
|
|
|
Securities Purchase Agreement [Member] | Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
Cas proceeds |
$ 2,160,765
|
|
|
|
|
|
$ 821,650
|
|
|
|
|
|
|
|
Number of issued shares, value |
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,982,415
|
$ 200,000
|
Securities Purchase Agreement [Member] | Clear Think Capital [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250
|
Number of issued shares, value |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 141,250
|
Option Agreement [Member] | Afritex Texas [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares of common stock |
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
Number of issued shares, value |
|
|
$ 630,000
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-4
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481674/830-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-17
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-20
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-20
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-20
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481694/830-30-45-20
+ Details
Name: |
us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockRepurchasedDuringPeriodShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockRepurchasedDuringPeriodValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_AegisCapitalCorpMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_ClearThinkCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_LindGlobalFundIILPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_HartAssociatesLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SalesAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_RothCapitalPatnersLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_OptionAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_AfritexTexasMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Schedule of Option Activity (Details) - USD ($)
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2024 |
Dec. 31, 2023 |
Share-Based Payment Arrangement [Abstract] |
|
|
Number of option, outstanding beginning |
6,331
|
|
Weighted average exercise price, outstanding beginning |
1,555.52
|
|
Weighted average remaining contractual life in years, outstanding ending |
3 years 10 months 17 days
|
3 years 9 months 18 days
|
Number of option, exercisable beginning |
4,398
|
|
Weighted average exercise price exercisable beginning |
1,555.52
|
|
Weighted average remaining contractual life in years, exercisable ending |
4 years 2 months 19 days
|
4 years 3 months 7 days
|
Aggregate Intrinsic Value Exercisable, Beginning |
|
|
Number of Option, Granted |
|
|
Weighted average exercise price granted |
|
|
Number of option, forfeited |
896
|
|
Weighted average exercise price, forfeited |
|
|
Number of option, expired |
500
|
|
Weighted average exercise price, expired |
|
|
Number of option, vested |
4,078
|
|
Weighted average exercise price, vested |
|
|
Number of option, outstanding ending |
4,935
|
6,331
|
Weighted average exercise price, outstanding ending |
$ 1,537.86
|
|
Number of option, exercisable ending |
4,078
|
4,398
|
Weighted average exercise price, exercisable ending |
$ 1,537.86
|
|
Aggregate intrinsic value, exercisable ending |
|
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of non-option equity outstanding and currently exercisable under the non-option equity plan.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionShare based compensation arrangement by share based payment award non option equity instruments forfeited expired in period weighted average exercise price.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeitedExpiredInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price at which grantees can acquire the shares reserved for issuance under the stock non-option equity plan.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionSharebased compensation arrangement by sharebased payment award non options exercisable intrinsic value.
+ References
+ Details
Name: |
BSFC_SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsExercisableIntrinsicValue1 |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares under non-option equity instrument agreements for which rights to exercise lapsed.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExpirations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(03) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGross number of share options (or share units) granted during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(01) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of options outstanding, including both vested and non-vested options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average price at which option holders acquired shares when converting their stock options into shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(02) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(03) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by exercise of options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(01) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionWeighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Subparagraph (e)(1) -Name Accounting Standards Codification -Paragraph 2 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of options vested.
+ References
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.2.u1
X |
- DefinitionAmount of noncash expense for share-based payment arrangement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.2.u1
Schedule of Warrant Activity (Details) - USD ($)
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2024 |
Dec. 31, 2023 |
Weighted average exercise price exercisable beginning |
1,555.52
|
|
Aggregate Intrinsic Value Exercisable, Beginning |
|
|
Weighted Average Exercise Price Forfeited or Expired |
|
|
Weighted Average Exercise Price Exercisable Ending |
|
1,555.52
|
Weighted Average Remaining Contractual Life Warrants Exercisable, Ending |
4 years 3 months 18 days
|
|
Aggregate Intrinsic Value Exercisable, Ending |
|
|
Warrant [Member] |
|
|
Number of Shares, Warrants Outstanding Beginning |
14,619
|
|
Weighted Average Exercise Price, Outstanding Beginning |
$ 601.78
|
|
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning |
|
4 years 2 months 12 days
|
Number of Shares, Warrants Exercisable Beginning |
11,114
|
|
Weighted average exercise price exercisable beginning |
770.50
|
|
Weighted Average Remaining Contractual Life Warrants Exercisable, Beginning |
|
5 years 6 months 7 days
|
Aggregate Intrinsic Value Exercisable, Beginning |
|
|
Number of Shares, Warrants Granted |
|
|
Weighted Average Exercise Price Granted |
|
|
Number of Shares, Warrants Exercised |
|
|
Weighted Average Exercise Price Exercised |
|
|
Number of Shares, Warrants Forfeited or Expired |
(2,144)
|
|
Weighted Average Exercise Price Forfeited or Expired |
|
|
Number of Shares, Warrants Outstanding Ending |
12,475
|
14,619
|
Weighted Average Exercise Price, Outstanding Ending |
$ 161.07
|
$ 601.78
|
Weighted Average Remaining Contractual Life Warrants Outstanding, Ending |
4 years 3 months 18 days
|
|
Number of Shares, Warrants Exercisable Ending |
12,475
|
11,114
|
Weighted Average Exercise Price Exercisable Ending |
161.07
|
770.50
|
Aggregate Intrinsic Value Exercisable, Ending |
|
|
X |
- DefinitionShare based compensation arrangement by share based payment award non option equity instrument exercised in period weighted average exercise price.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentExercisedInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares into which fully or partially vested non-option equity outstanding as of the balance sheet date can be currently converted under the non-option equity plan.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableNumber |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of non-option equity outstanding and currently exercisable under the non-option equity plan.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionShare based compensation arrangement by share based payment award non option equity instruments forfeited expired in period weighted average exercise price.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeitedExpiredInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by exercise of non-option equity.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGrantsInPeriodWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual life warrants exercisable, beginning.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingExercisableWeightedAverageRemainingContractualTerm |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for vested portions of non-option equity outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingExercisableWeightedAverageRemainingContractualTerm1 |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionShare based compensation arrangement by share based payment award non option equity instruments outstanding weighted average remaining contractual term beginning.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageRemainingContractualTermBeginning |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for non-option equity awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageRemainingContractualTermEnding |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average per share amount at which grantees can acquire shares of common stock by outstanding of non-option equity.
+ References
+ Details
Name: |
BSFC_ShareBasedCompensationArrangementByShareBasedPaymentAwardONonOtionsOutstandingWeightedAverageExercisePrice |
Namespace Prefix: |
BSFC_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionSharebased compensation arrangement by sharebased payment award non options exercisable intrinsic value.
+ References
+ Details
Name: |
BSFC_SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsExercisableIntrinsicValue1 |
Namespace Prefix: |
BSFC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of non-option equity instruments exercised by participants.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(02) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares under non-option equity instrument agreements that were either cancelled or expired.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(03) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNet number of non-option equity instruments granted to participants.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(01) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of equity instruments other than options outstanding, including both vested and non-vested instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Warrants (Details Narrative) - USD ($)
|
|
|
|
3 Months Ended |
6 Months Ended |
|
Jul. 27, 2023 |
May 30, 2023 |
Jan. 24, 2022 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Sep. 11, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
Warrant to purchase shares |
|
|
|
$ 327,122
|
$ (99,577)
|
$ 244,486
|
$ (99,577)
|
|
Series A-1 Warrants [Member] |
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
Warrants and rights outstanding term |
|
|
|
|
|
|
|
5 years
|
Warrant to purchase shares |
|
|
|
|
|
|
|
214,823
|
Exercise price |
|
|
|
|
|
|
|
$ 23.28
|
Series A-2 Warrants [Member] |
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
Warrant to purchase shares |
|
|
|
|
|
|
|
214,823
|
Exercise price |
|
|
|
|
|
|
|
$ 23.28
|
Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
Debt instrument, principal amount |
|
|
|
$ 315,434
|
|
$ 315,434
|
|
|
Securities Purchase Agreement [Member] | Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
Debt instrument, principal amount |
|
$ 1,200,000
|
$ 5,750,000
|
|
|
|
|
|
Warrants and rights outstanding term |
|
5 years
|
5 years
|
|
|
|
|
|
Warrant to purchase shares |
|
8,701
|
1,000,000
|
|
|
|
|
|
Exercise price |
|
$ 122.50
|
$ 4.50
|
|
|
|
|
|
Warrant to purchase shares |
|
$ 381,538
|
$ 1,035,253
|
|
|
|
|
|
Purchase Agreement [Member] | Lind Global Fund II LP [Member] |
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
Debt instrument, principal amount |
$ 300,000
|
|
|
|
|
|
|
|
Warrants and rights outstanding term |
5 years
|
|
|
|
|
|
|
|
Warrant to purchase shares |
3,505
|
|
|
|
|
|
|
|
Exercise price |
$ 67.00
|
|
|
|
|
|
|
|
Warrant to purchase shares |
$ 72,208
|
|
|
|
|
|
|
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 808 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479402/808-10-50-1
+ Details
Name: |
us-gaap_CollaborativeArrangementsAndNoncollaborativeArrangementTransactionsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 25 -Paragraph 13 -SubTopic 10 -Topic 480 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481766/480-10-25-13
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstandingTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_ClassOfWarrantOrRightAxis=BSFC_SeriesA1WarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ClassOfWarrantOrRightAxis=BSFC_SeriesA2WarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_LindGlobalFundTwoLPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_PurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Commitment and Contingencies (Details Narrative)
|
|
|
|
6 Months Ended |
Feb. 03, 2024
USD ($)
|
Feb. 03, 2023
USD ($)
ft²
|
Jan. 01, 2022
USD ($)
ft²
|
Jun. 30, 2024
USD ($)
|
Jun. 30, 2024
CAD ($)
|
Jun. 30, 2023
USD ($)
|
Operating lease, payments |
|
$ 1,500
|
|
$ 20,226
|
|
|
Rental and equipment lease expenses |
|
|
|
76,957
|
|
$ 92,705
|
Coastal Pride Seafood LLC [Member] |
|
|
|
|
|
|
Operating lease, payments |
|
|
$ 1,000
|
6,000
|
|
|
Area of land held. | ft² |
|
|
1,100
|
|
|
|
Gault Sea Food, LLC [Member] |
|
|
|
|
|
|
Operating lease, payments |
$ 1,500
|
$ 1,000
|
|
9,000
|
|
|
Area of land held. | ft² |
|
9,050
|
|
|
|
|
Lessee, operating lease, term of contract |
|
1 year
|
|
|
|
|
TOBC [Member] |
|
|
|
|
|
|
Amount of lease cost recognized by lessee for lease contract. |
|
|
|
2,500
|
|
|
TOBC [Member] | Steve and Atkinson [Member] |
|
|
|
|
|
|
Amount of lease cost recognized by lessee for lease contract. |
|
|
|
|
$ 2,590
|
|
TOBC [Member] | Kathryn Atkinson [Member] |
|
|
|
|
|
|
Amount of lease cost recognized by lessee for lease contract. |
|
|
|
|
$ 2,370
|
|
Lease Agreement [Member] |
|
|
|
|
|
|
Operating lease, payments |
|
|
$ 17,400
|
$ 34,800
|
|
|
X |
- DefinitionAmount of lease cost recognized by lessee for lease contract.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 53 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_LeaseCost |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionTerm of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-3
+ Details
Name: |
us-gaap_LesseeOperatingLeaseTermOfContract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479041/842-20-45-5
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeasePayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionCash payments to lessor's for use of assets under operating leases.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (g) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_PaymentsForRent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_CoastalPrideSeafoodLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_GaultSeafoodLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_TOBCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=BSFC_SteveAndAtkinsonMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=BSFC_KathrynAtkinsonMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LeaseContractualTermAxis=BSFC_LeaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.2.u1
Subsequent Events (Details Narrative) - USD ($)
|
|
|
|
|
1 Months Ended |
3 Months Ended |
6 Months Ended |
|
|
|
Aug. 31, 2024 |
Jul. 25, 2024 |
Jul. 17, 2024 |
Jan. 25, 2024 |
Jul. 31, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
May 09, 2024 |
Mar. 01, 2024 |
Jan. 02, 2024 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Conversion of Convertible Securities |
|
|
|
|
|
$ 1,684,751
|
$ 68,320
|
$ 758,588
|
$ 1,743,230
|
|
|
|
|
|
Aggregate shares, value |
|
|
|
|
|
$ 22,000
|
$ 33,000
|
$ 18,000
|
$ 23,000
|
|
|
|
|
|
Security Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, face amount |
|
|
|
|
|
|
|
|
|
|
|
$ 210,000
|
$ 210,000
|
$ 122,491
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, issued |
19,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued, price per share |
$ 1.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares issued |
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, face amount |
$ 275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original issue discount |
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payment |
$ 27,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt interest rate |
16.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Security Agreement [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, face amount |
|
$ 210,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Increase, Accrued Interest |
|
$ 84,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Maturity Date |
|
Jan. 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Instrument, Periodic Payment |
|
$ 10,889
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Expense |
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Security Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate principal amount |
$ 550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock shares |
$ 39,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clear Think Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock shares |
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
Clear Think Capital [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock shares |
|
|
|
|
|
|
|
|
|
$ 2,982,415
|
$ 200,000
|
|
|
|
Clear Think Capital [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Conversion of Convertible Securities |
|
|
129,700
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Conversion of Convertible Securities |
|
|
$ 200,000
|
|
|
|
|
|
|
|
|
|
|
|
Clear Think Capital [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate shares |
|
|
|
|
9,900
|
|
|
|
|
|
|
|
|
|
Aggregate shares, value |
|
|
|
|
$ 11,000
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionAmount of expense for administrative fee from service provided, including, but not limited to, salary, rent, or overhead cost.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479105/946-220-45-3
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_AdministrativeFeesExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncrease for accrued, but unpaid interest on the debt instrument for the period.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentIncreaseAccruedInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(a)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments including both interest and principal payments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPayment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to interest.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPaymentInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to principal.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentPeriodicPaymentPrincipal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecurityAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecuritiesPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=BSFC_PromissoryNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=BSFC_SecurityPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=BSFC_ClearThinkCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Blue Star Foods (NASDAQ:BSFC)
Historical Stock Chart
From Nov 2024 to Dec 2024
Blue Star Foods (NASDAQ:BSFC)
Historical Stock Chart
From Dec 2023 to Dec 2024