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: March 31, 2026

☐ 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		Over The Counter Markets Group

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 July 16, 2026, there were 163,880,101 shares of the registrant’s common stock outstanding.

BLUE STAR FOODS CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

		PAGE

PART I - FINANCIAL INFORMATION		4

Item 1.	Financial Statements (Unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II - OTHER INFORMATION		30

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

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; and

	●	Changes in the political and regulatory environment and in business and fiscal conditions in the United States and overseas.

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, 2025 which we filed with the Securities and Exchange Commission (“SEC”) on May 22, 2026. 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”).

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, 2025. 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

	MARCH 31, 2026			DECEMBER 31, 2025
	Unaudited			Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	16,948		$	14,436
Accounts receivable, net of allowances and credit losses of $25,141 and $24,117		93,425			55,091
Inventory, net		355,572			404,979
Other current assets		574,416			594,220
Advance to related party		89,457			91,925
Total Current Assets		1,129,818			1,160,651
FIXED ASSETS, net		99,799			106,150
RIGHT OF USE ASSET		40,383			50,097
OTHER ASSETS		67,714			69,336
TOTAL ASSETS	$	1,337,714		$	1,386,234
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payables	$	903,887		$	538,635
Accrued expense		433,178		$	355,283
Accrued compensation		480,000			480,000
Convertible notes, net of debt discounts		55,500			55,500
Convertible notes, at fair value		1,980,230			1,822,102
Current maturities of lease liabilities		39,924			39,577
Loan payable, net of non current portion		363,919			364,254
Other current liabilities		8,030			33,367
Total Current Liabilities		4,264,668			3,688,718
LONG-TERM LIABILITIES
Lease liability, net of current portion		459			10,520
Loan payable, net of current portion		40,998			43,498
TOTAL LIABILITIES		4,306,125			3,742,736
STOCKHOLDERS’ EQUITY
Series A Super-Voting Convertible Preferred Stock, $0.0001 par value; 5,000,000 shares authorized, 1,550,000 shares issued and outstanding as of March 31, 2026, and 1,000,000 shares issued and outstanding as of December 31, 2025		155			100
Common stock, $0.0001 par value, 5,000,000,000 shares authorized; 163,880,101 shares issued and outstanding as of March 31, 2026, and 91,631,955 shares issued and outstanding as of December 31, 2025		16,379			9,154
Additional paid-in capital		47,785,182			47,649,570
Accumulated other comprehensive loss		(86,604	)		(67,171	)
Accumulated deficit		(50,607,045	)		(49,871,732	)
Stock subscription receivable		(155	)		(100	)
Treasury stock, 151 shares as of March 31, 2026 and 151 shares as of December 31, 2025		(76,323	)		(76,323	)
TOTAL STOCKHOLDERS’ EQUITY		(2,968,411	)		(2,356,502	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,337,714		$	1,386,234

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)

	2026			2025
	Three Months Ended March 31
	2026			2025

REVENUE, NET	$	250,259		$	960,758

COST OF REVENUE		241,512			869,114

GROSS PROFIT		8,747			91,644

SALARIES AND WAGES		182,877			270,284
DIRECTOR COMPENSATION		138,012			138,012
DEPRECIATION AND AMORTIZATION		6,386			6,386
OTHER OPERATING EXPENSES		201,565			648,483

LOSS FROM OPERATIONS		(520,093	)		(971,521	)

OTHER INCOME		1,280			6,615
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES		-			14,090
CHANGE IN FAIR VALUE OF CONVERTIBLE NOTES		(136,729	)		-
LOSS ON SETTLEMENT OF DEBT		(47,241	)		(41,066	)
INTEREST EXPENSE		(32,530	)		(208,048	)

NET LOSS		(735,313	)		(1,199,930	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(735,313	)	$	(1,199,930	)

COMPREHENSIVE LOSS:

CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(19,433	)		18,840

COMPREHENSIVE LOSS		(754,746	)		(1,181,090	)
Loss per common share:
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.08	)
Weighted average common shares outstanding - basic and diluted		145,307,833			14,452,810

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)

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stock Subscription Receivable			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
	Series A Preferred Stock $.0001 par value				Common Stock $.0001 par value
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stock Subscription Receivable			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
December 31, 2025		1,000,000	$	100		91,631,956	$	9,154	$	47,649,570	$	(49,871,732	)	$	(100	)	$	(67,171	)	$	(76,323	)	$	(2,356,502	)
Stock based compensation		-		-		-		-		3,012		-						-			-			3,012
Common stock issued for service		-		-		4,085,714		409		32,591		-						-			-			33,000
Common stock issued for note payment		-		-		68,162,431		6,816		100,009		-						-			-			106,825
Series A Super-Voting Convertible Preferred Stock		550,000		55		-		-		-		-			(55	)		-			-			-
Net Loss		-		-		-		-		-		(735,313	)					-			-			(735,313	)
Cumulative translation adjustment		-		-		-		-		-		-						(19,433	)		-			(19,433	)
March 31, 2026		1,550,000	$	155		163,880,101	$	16,379	$	47,785,182	$	(50,607,045	)	$	(155	)	$	(86,604	)	$	(76,323	)	$	(2,968,411	)

	Series A Preferred Stock $.0001 par value				Common Stock $.0001 par value
	Shares		Amount		Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Stock Subscription Receivable		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders’ Equity (Deficit)
December 31, 2024		-	$	-		9,837,374	$	974	$	46,167,697		$	(46,289,219	)	$	-	$	5,174	$	(76,323	)	$	(191,697	)
Stock based compensation		-		-		-		-		(5,627	)		-			-		-		-			(5,627	)
Common stock issued for service		-		-		302,762		30		32,970			-			-		-		-			33,000
Common stock issued for directors stock compensation						4,320,000		432		539,568						-							540,000
Common stock issued for note payment		-		-		1,444,585		145		147,676			-			-		-		-			147,821
Common stock issued for cash						350,000		35		19,915			-			-		-		-			19,950
Net Loss		-		-		-		-		-			(1,199,930	)		-		-		-