OTC: BSFC
Blue Star Foods Corp.CIK 0001730773 · SIC 2092
We are an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. Our current source of revenue is from purchasing blue and red swimming crab meat primarily from South East Asia and distributing… About this business →
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About Blue Star Foods Corp.
Source: Item 1 (Business) from the 10-K filed May 22, 2026. Description as filed by the company with the SEC.
ITEM
1. BUSINESS
Overview
We
are an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and
other premium seafood products. Our current source of revenue is from purchasing blue and red swimming crab meat primarily from South
East Asia and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab &
Go, First Choice, Good Stuff and Coastal Pride Fresh. We procure crabs from domestic fishermen, (which is sold fresh and frozen)
which in turn are distributed along with crabmeat 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 from our suppliers are primarily via co-packing relationships,
including two affiliated suppliers. We sell our products to food service wholesalers, retail establishments and seafood distributors.
We
seek to create a vertically integrated seafood company that offers customers high quality products while maintaining a focus on our core
values of delivering food safety, traceability and certified resource sustainability. Our subsidiary companies procure, grow, harvest,
import and distribute high value seafood lines including but not limited to pasteurized, frozen and fresh crabmeat as well as steelhead
salmon.
Our
primary companies include:
Coastal
Pride Seafood, LLC (“Coastal Pride”) which imports pasteurized and fresh crab meat sourced primarily from Mexico
and Latin America and sells premium branded label crab meat throughout North America;
Read full description ↓
Taste
of BC Aquafarms, Inc. (“TOBC”), a land-based recirculating aquaculture systems (“RAS”) salmon farming operation,
which sells its steelhead salmon to distributors in Canada; and
Blue Star Foods Corp. (“BSFC”),
which conducts the Company’s primary seafood importing, packaging and distribution operations, historically conducted in part through
John Keeler & Co., Inc.
During the year ended December 31, 2025, the Company dissolved Afritex Ventures Inc. (“AFVFL”) and John
Keeler & Co., Inc. (“Keeler & Co.”). Prior to their dissolution, AFVFL operated as a commercial reseller of food products
and Keeler & Co. conducted certain legacy seafood operations. Following these dissolutions, the Company continues its operations through
its remaining subsidiaries, with a focus on Coastal Pride, BSFC, and TOBC.
Strategy
Our
long-term strategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining
a focus on our core values of delivering food safety, traceability and certified resource sustainability.
We
plan to grow the Company organically by continuing to increase our customer base and by introducing new high-value product lines and
categories, as well as strategically acquiring companies that focus on additional species and proprietary technologies that we believe
we can integrate into a larger, diversified company.
Operating
Companies
We
operate through the following subsidiary companies:
Coastal
Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crab meat (Portunus Pelagicus,
Portunus Haanii and Callinectes) sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout
North America.
It
has three premium branded label products, First Choice, Good Stuff and Coastal Pride Fresh.
TOBC
is a land-based recirculating aquaculture system (“RAS”) farming operation located in Nanaimo, British Columbia, Canada
with an annual production capacity of approximately 100 tons. It produces steelhead salmon and rainbow trout fingerlings under the brand
name Little Cedar Farms for distribution in Canada.
4
TOBC’s
RAS facility has been operated as a model farm for the development of salmon RAS technology. We currently intend to refine this model
farm into a 150-ton standardized module that will be replicated in the development of future farms. The next facility we hope to build,
subject to sufficient resources, will have 10 such modules, for a total production capacity of 1,500 tons.
The
current RAS facility is in an insulated, bio-secure structure in which culture conditions are controlled. The primary RAS system is composed
of thirteen culture tanks, a drum filter, a fluidized sand bed biofilter and a low head oxygenator and employs an efficient gravity fed
low head arrangement which reduces energy use as compared to other RAS designs. Additionally, there are two independent partial reuse
finishing tank systems.
Weekly
harvests of approximately two tons of salmon are stunned and bled at the farm and then processed as fresh iced head on gutted (“HOG”)
fish at a Canadian Food Inspection Agency approved processing facility. Currently, TOBC sells its salmon mainly to two wholesale seafood
distributors in Canada.
Eggs
and fingerlings are purchased from two primary suppliers and are hatched approximately every eight weeks. TOBC’s hatchery is composed
of a recirculating system that utilizes an upwelling “heath stack” incubator and five tanks with moving bed biofiltration.
The fish are then transferred to the main RAS system approximately 12 weeks post hatch. TOBC’s feed is largely terrestrial based
from grains and other non-marine ingredients.
We
believe that the faster life cycle from birth to harvesting of our salmon, as compared to conventional salmon, allows it to be produced
more economically in contained, land-based RAS farms. Although RAS farms require greater capital investment than the sea cage approach,
we believe that the higher costs are offset by more efficient growth and a shorter transportation distance to market.
Historically, Keeler & Co., doing business as Blue Star Foods, imported, packaged
and sold refrigerated pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products. These operations
included sourcing crab (Portunus Pelagicus and Portunus Haanii) from processors in Indonesia, the Philippines, Thailand, Vietnam, Sri
Lanka and India, with an emphasis on traceability and sustainable harvesting practices supported by proprietary GPS-based tracking systems.
All crab meat was sourced under the Company’s U.S. Food & Drug Administration
(“FDA”) approved Hazard Analysis Critical Control Point (“HACCP”) Plan, and suppliers were certified by the British
Retail Consortium (“BRC”) and audited annually to ensure safety and quality. The imported crab meat was processed in six out
of ten available plants throughout Southeast Asia and sold primarily to food service distributors, as well as wholesalers, retail establishments
and seafood distributors.
During the year ended December 31, 2025, the Company dissolved John Keeler &
Co., Inc. (“Keeler & Co.”). Following its dissolution, these operations have been consolidated within the Company’s
remaining entities.
On
February 1, 2024, we entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures,
Inc. a Texas corporation (“Afritex”), pursuant to which we will be responsible for all of Afritex’s operations and
finance functions. We will provide Afritex with working capital in order to sustain operations and will purchase certain inventory listed
in the Services Agreement. The Company automatically extended the Services Agreement to August 31, 2024 after which it expired.
In connection with the Services Agreement, on February 1, 2024, Afritex Ventures Inc. (“AFVFL”), a wholly
owned subsidiary of the Company, was incorporated in the State of Florida to purchase raw materials from Afritex for the preparation of
packaged seafood and other inventory to be sold to customers in the United States. During the year ended December 31, 2025, the Company
dissolved AFVFL, and its activities were discontinued.
5
Branded
Products
We
distribute our imported blue and red swimming crabmeat in the United States under the brand names Blue Star, Pacifika, Oceanica, Crab
& Go Premium Seafood, First Choice, Good Stuff and Coastal Pride Fresh and steelhead salmon and rainbow trout fingerlings produced
by TOBC under the brand name Little Cedar Falls.
Blue
Star is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and quality control
requirements.
Pacifika
is a quality brand for the price conscious end user. The Portunus Haanii crab meat is packed in China and is ideal for upscale plate
presentations.
Oceanica
is made from the Portunus Haanii crab, which is caught and processed in Vietnam. It is an affordable choice to help reduce food cost
without sacrificing the look/taste of dishes.
Crab
+ Go Premium Seafood is geared towards millennials as part of the trend toward pre-packaged, grab-and-go items. The product is packaged
in flexible foil pouches.
Lubkin
Brand is packed with quality Portunus Pelagicus species crab in the Philippines and Indonesia.
First
Choice is a quality brand packed with Portunus Haanii crab meat from Vietnam and China.
Good
Stuff is a premium brand packed with high quality Callinectes species crab from Mexico.
Coastal
Pride Fresh is packed with Callinectes Sapidus from Venezuela and the United States.
Steelhead
salmon is produced by TOBC under the Little Cedar Falls brand. The fish are sashimi grade and only sold as a fresh item, usually reaching
end users within days of harvest.
Competitive
Strengths
Sustainable
and Traceable Product Sourcing. We believe that our greatest point of differentiation from other seafood companies is our efforts
to ensure that our seafood products are ethically sourced in a method that is consistent with our core values and those of our customers.
Proprietary
Brands. We have created several brands of crab meat that are well regarded amongst our customers and are differentiated by product
quality and price point.
Eco-Friendly
Packaging. Another major point of differentiation from our competitors is our use of sustainable and ethical packaging. Our green
pouches for Eco-Fresh crab meat are patented in the United States, Europe, Thailand, the Philippines and Indonesia under patent Nos.1526091
B1 and US Patents 8,337,922 and 8,445,046. We believe since their introduction in 2003, these pouches have saved in excess of a million
metric tons of carbon dioxide emissions versus metal can packaging material.
Growth
Strategy
We
intend to grow our business in several ways, including:
Growing
our existing businesses. The three existing businesses each have different pathways to organic growth, including increasing reliable
access to sustainably sourced marine products and supplying to a larger and more diversified customer base. Our primary objective is
to optimize the management of each company, with a specific focus on enhancing the performance and integration of the marketing, sourcing,
and finance departments.
6
Strategic
Acquisitions. We will continue to seek opportunities to acquire companies that allow us to expand into new territories, diversify
our species product categories, and where operational synergies with our existing companies may exist. We believe there is an opportunity
to integrate a sustainability model into select traditionally operated companies, like ours, enabling margin growth through the introduction
of premium, eco-conscious products.
Scaling
the RAS Business. We have an internal goal to reach production of 21,000 metric tons of steelhead salmon by 2028. If we can successfully
access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a series of 1,500
metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia and other Canada, similar to where TOBC
is currently based.
Industry
Overview
The
international seafood industry is going through a period of rapid change as it strives to meet the needs of a growing population around
the world, where food consumption habits are evolving. We believe there are powerful trends emerging in the developing world (including
a growing demand for animal-based protein) as well as in the developed world (where there is an increased awareness and focus on sustainable
sourcing and the protection of marine ecosystems).
Changes
in Population Growth and Global Seafood Consumption:
The
United Nations latest projections suggest that the global population could grow to around 8.5 billion in 2030, 9.7 billion in 2050 and
10.4 billion in 2100(1).
As
the population has grown, so has per capita fish consumption. Per capita food fish consumption grew from 9.0 kg (live weight equivalent)
in the 1960s to 20.2 kg in 2020, at an average annual rate of 3% compared with a population growth rate of 1.6%(2).
Rising
incomes and urbanization, improvements in post-harvest practices and changes in dietary trends are projected to drive a 15% increase
in aquatic food consumption, to supply on average 21.4 kg per capita in 2030(3).
Aquaculture
Has Developed as a Major Source to Meet Global Seafood Demand:
In
2020, fisheries and aquaculture production reached an all-time record of 214 million tons, worth about $424 billion. Production of aquatic
animals in 2020 was more than 60% higher than the average in the 1990s, considerably outpacing world population growth, largely due to
increasing aquaculture production(4).
Total
production of aquatic animals is expected to reach 202 million tons in 2030, mainly due to sustained growth of aquaculture, projected
to reach 100 million tons for the first time in 2027 and 106 million tons in 2030(5).
We
believe that the growth in consumption drives the increased growth of aquaculture and the need for recirculatory aquatic systems.
(1)
United Nations – Department of Economic and Social Affairs – World Population Prospects (2022)
(2)(3)(4)(5)
Food and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture – (2022; latest available updates through 2024).
Suppliers
We
purchase crab meat directly from six processors with which we have long-standing relationships, that have agreed to source their product
in a sustainable manner. All crab meat is sourced under the Company’s FDA approved HACCP Plan. Additionally, all suppliers are
certified grade A by the BRC and are audited annually to ensure safety and quality.
The
Company had three major suppliers located in India, Philippines, and Indonesia which accounted for approximately 65.7% of the Company’s
total purchases during the year ended December 31, 2025. The Company’s largest supplier is located in Indonesia and accounted for
34.7% of the Company’s total purchases in the year ended December 31, 2025.
7
Sales,
Marketing and Distribution
The
Company’s products are sold in the United States and Canada. Our principal source of revenue is importing blue and red swimming
crab meat primarily from India, Brazil, Peru, and Indonesia and distributing it in the United States and Canada under several brand names
such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal Pride Fresh and
TOBC steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Falls.
The
Company stores its crab meat inventory at a third-party facility in Miami, Florida and distribution takes place from this facility.
The
Company has a sales team based throughout the United States who sell directly to customers, most of whom are in the food service and
retail industry and also manage a network of regional and national brokers, that cover both the retail and wholesale segments. The sales
team and brokers help to pull the products through the system by creating demand at the end user level and pulling the demand through
our distributor customers. The Company sells to retail customers either directly or via distributors that specialize in the retail segment.
The
Company does not own its own fleet of trucks and utilizes less than truckload freight shipping (“LTL”) national freight carriers
to deliver its products to its customers. LTL is used for the transportation of small freight or when freight does not require the use
of an entire trailer. When shipping LTL, the Company pays for a portion of a standard truck trailer, and other shippers and their shipments
fill the unoccupied space.
Customers
Our
customer base is comprised of some of the largest companies in the food service and retail industry throughout the United States. We
sell our crab meat to our customers through purchase orders. For the year ended December 31, 2025, sales to food distributors and retail
and wholesale clubs accounted for 49% of our revenue. The balance of our revenue is derived from smaller seafood distributors and value-added
processors.
The
Company had six customers which accounted for approximately 49% of revenue during the year ended December 31, 2025. Two customers accounted
for 24% of revenue during the year ended December 31, 2025. The loss of any major customer could have a material adverse impact on the
Company’s results of operations, cash flows and financial position.
Competition
In
general, the international seafood industry is intensely competitive and highly fragmented. We compete with local and overseas manufacturers
and importers engaged in similar products.
The
Company’s primary competitors in its traditional sustainable seafood business are Tri Union Frozen Products, Inc. (Chicken of
the Sea Frozen Foods), Phillips Foods, Inc., Harbor Seafood, Inc., Newport International and Twin Tails Seafood Corp.
The
Company’s primary competitors in its RAS business are Atlantic Sapphire, Aquaco, Nordic Aquafarms, Whole Oceans, Kuterra and Pure
Salmon.
Intellectual
Property
Our
intellectual property is an essential element of our business. We use a combination of patent, trademark, copyright, trade secret and
other intellectual property laws and confidentiality agreements to protect our intellectual property. Our policy is to seek patent protection
in the United States and in certain foreign jurisdictions for our products, processes and other technology where available and when appropriate.
We also in-license technology, inventions and improvements we consider important to the development of our business.
8
In
addition to our patents, we also rely upon trade secrets, know-how, trademarks, copyright protection and continuing technological and
licensing opportunities to develop and maintain our competitive position. We monitor the activities of our competitors and other third
parties with respect to their use of intellectual property. We require our employees to execute confidentiality and non-competition agreements
upon commencing employment with us. Despite these safeguards, any of our know-how or trade secrets not protected by a patent could be
disclosed to, or independently developed by, a competitor.
It
is our standard practice to require our employees to sign agreements acknowledging that all inventions, trade secrets, works of authorship,
developments and other processes generated by them on our behalf are our property, and assigning to us any ownership in those works.
Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own. Unauthorized
use of our intellectual property by third parties and the expenses incurred in protecting our intellectual property rights, may adversely
affect our business.
Borrowings
under our loan and security agreement with Lighthouse are secured by substantially all of our personal property, including our intellectual
property.
The
following is a list of our patents:
Title
Country
Patent
No. OR
Publication
No
Issue
Date
Application
No.
Application
Date
POUCH-PACKAGED
CRABMEAT PRODUCT AND METHOD
US
2015/0257426
A1
14/205,742
3/12/2014
METHOD
FOR PACKAGING CRABMEAT
US
8445046
B2
5/21/2013
13/681,027
11/19/2012
METHOD
FOR PACKAGING CRABMEAT
US
8337922
B2
12/25/2012
10/691,480
10/21/2003
METHOD
FOR PACKAGING CRABMEAT
EPC
1526091
B1
10/21/2004
TH
28,256
PH
1-2005-000216
ID
20261
Our
patents expire 20 years from the date of issuance which range from year 2007 to 2015.
The
following is a list of our registered trademarks and trademarks for which we have filed applications.
Mark
Registration
No
Registration
Date
Application
No.
Application
Date
AMERICA’S
FAVORITE CRABMEAT
2961590
6/7/05
78344059
12/22/03
ECO-FRESH
4525998
5/6/14
77922376
1/28/10
3858522
10/5/10
77885209
12/3/09
3818057
7/13/10
77885203
12/3/09
OCEANICA
3711200
11/17/09
77595180
10/17/08
2419060
1/9/01
75855876
11/19/19
Lubkin’s
Coastal Pride
2879531
8/31/04
78289067
8/19/03
Lubkin’s
Good Stuff
N/A
N/A
87919629
5/14/18
Lubkin’s
First Choice
H/A
N/A
88645685
10/8/19
9
Canadian
Intellectual Property Office registered trademarks:
Little
Cedar Falls – Registration #1766337- Expiration: June 20, 2032
Taste
of BC – Registration #1561871 - Expiration: January 31, 2034
Government
Regulation
Our
third-party distribution facilities and our international suppliers are certified in accordance with the HACCP, standards for exporting
aquatic products to the United States. The HACCP standards are developed by the FDA, pursuant to the FDA’s HACCP regulation, Title
21, Code of Federal Regulations, part 123, and are used by the FDA to help ensure food safety and control sanitary standards.
Food
Safety and Labeling
We
are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization
Act (“FSMA”), the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the rules and regulations
promulgated thereunder by the FDA. The FSMA was enacted in order to aid the effective prevention of food safety issues in the food supply.
This comprehensive and evolving regulatory program impacts how food is grown, packed, processed, shipped and imported into the United
States and it governs compliance with Good Manufacturing Practices regulations. The FDA has finalized seven major rules to implement
FSMA, recognizing that ensuring the safety of the food supply is a shared responsibility among many different points in the global supply
chain. The FSMA rules are designed to make clear specific actions that must be taken at each of these points to prevent contamination.
Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior. If we fail to comply with applicable
laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions,
any of which could impact our results of operations.
In
addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to appear
on the labels of food products.
Our
operations and products are also subject to state and local regulation, including the registration and licensing of plants, enforcement
by state health agencies of various state standards, and the registration and inspection of facilities. Compliance with federal, state
and local regulation is costly and time-consuming. Enforcement actions for violations of federal, state, and local regulations may include
seizure and condemnation of products, cease and desist orders, injunctions or monetary penalties. We believe that our practices are sufficient
to maintain compliance with applicable government regulations.
Trade
For
the purchase of products harvested or manufactured outside of the United States, and for the shipment of products to customers located
outside of the United States, we are subject to customs laws regarding the import and export of shipments. Our activities, including
working with customs brokers and freight forwarders, are subject to regulation by U.S. Customs and Border Protection, part of the Department
of Homeland Security.
TOBC
TOBC’s
aquafarms facility in Nanaimo, British Columbia, Canada with an annual production capacity of approximately 100 tons are licensed under
the Canadian Department of Fisheries and Oceans. Harvests of steelhead salmon and rainbow trout fingerlings are processed as iced HOG
fish locally at a Canadian Food Inspection Agency approved processing facility.
Federal
Trade Commission
We
are subject to certain regulations by the U.S. Federal Trade Commission. Advertising of our products is subject to such regulation pursuant
to the Federal Trade Commission Act and the regulations promulgated thereunder.
10
Employee
Safety Regulations
We
are subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act.
These regulations require us to comply with certain manufacturing, health, and safety standards to protect our employees from accidents.
Anticorruption
Because
we are organized under the laws of a state and our principal place of business is in the United States, we are considered a “domestic
concern” under the Foreign Corrupt Practices Act (“FCPA”) and are covered by the anti-bribery provisions of the FCPA.
The provisions prohibit any domestic concern and any officer, director, employee, or agent, acting on behalf of the domestic concern
from paying or authorizing payment of anything of value to (i) influence any act or decision by a foreign official; (ii) induce a foreign
official to do or omit to do any act in violation of his/her lawful duty; (iii) secure any improper advantage; or (iv) induce a foreign
official to use his/her influence to assist the payor in obtaining or retaining business, or directing business to another person.
Environmental
Regulation
We
are subject to a number of federal, state, and local laws and other requirements relating to the protection of the environment and the
safety and health of personnel and the public. These requirements relate to a broad range of our activities, including the discharge
of pollutants into the air and water; the identification, generation, storage, handling, transportation, disposal, recordkeeping, labeling,
and reporting of, and emergency response in connection with, hazardous materials (including asbestos) associated with our operations;
noise emissions from our facilities; and safety and health standards, practices, and procedures that apply to the workplace and the operation
of our facilities.
Employees
As
of May 22, 2026, we had 11 full time employees and no part-time employees. We believe that our future success will depend, in part,
on our continued ability to attract, hire and retain qualified personnel.