SEC Form 1-A filed by Blue Star Foods Corp.
$BSFC
| Form 1-A Issuer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 | OMB APPROVAL |
| OMB Number: 3235-0286 Estimated average burden hours per response: 608.0 |
1-A: Filer Information
| Issuer CIK | 0001730773 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | |
| Is this a LIVE or TEST Filing? | 
LIVE
TEST
|
| Would you like a Return Copy? |  |
| Notify via Filing Website only? |  |
| Since Last Filing? | |
Submission Contact Information
| Name | |
| Phone | |
| E-Mail Address |
1-A: Item 1. Issuer Information
Issuer Infomation
| Exact name of issuer as specified in the issuer's charter | Blue Star Foods Corp. |
| Jurisdiction of Incorporation / Organization |
DELAWARE
|
| Year of Incorporation | 2017 |
| CIK | 0001730773 |
| Primary Standard Industrial Classification Code | ENGINES & TURBINES |
| I.R.S. Employer Identification Number | 82-4270040 |
| Total number of full-time employees | 14 |
| Total number of part-time employees | 0 |
Contact Infomation
Address of Principal Executive Offices
| Address 1 | 3000 NW 109th Avenue |
| Address 2 | |
| City | Miami |
| State/Country |
FLORIDA
|
| Mailing Zip/ Postal Code | 33172 |
| Phone | 305-836-6858 |
Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.
| Name | Capital Markets Law Group, LLP |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone |
Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.
Financial Statements
Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".
| Industry Group (select one) |
Banking
Insurance
Other
|
Balance Sheet Information
| Cash and Cash Equivalents |
$
82770.00 |
| Investment Securities |
$
0.00 |
| Total Investments |
$
|
| Accounts and Notes Receivable |
$
97240.00 |
| Loans |
$
|
| Property, Plant and Equipment (PP&E): |
$
113506.00 |
| Property and Equipment |
$
|
| Total Assets |
$
1274283.00 |
| Accounts Payable and Accrued Liabilities |
$
1214922.00 |
| Policy Liabilities and Accruals |
$
|
| Deposits |
$
|
| Long Term Debt |
$
947916.00 |
| Total Liabilities |
$
2974056.00 |
| Total Stockholders' Equity |
$
-1699773.00 |
| Total Liabilities and Equity |
$
1274283.00 |
Statement of Comprehensive Income Information
| Total Revenues |
$
2595358.00 |
| Total Interest Income |
$
|
| Costs and Expenses Applicable to Revenues |
$
1823208.00 |
| Total Interest Expenses |
$
|
| Depreciation and Amortization |
$
19587.00 |
| Net Income |
$
-2332713.00 |
| Earnings Per Share - Basic |
$
-0.12 |
| Earnings Per Share - Diluted |
$
-0.12 |
| Name of Auditor (if any) | n/a |
Outstanding Securities
Common Equity
| Name of Class (if any) Common Equity | Common shares |
| Common Equity Units Outstanding | 148880101 |
| Common Equity CUSIP (if any): | 09606H309 |
| Common Equity Units Name of Trading Center or Quotation Medium (if any) | OTCQB |
Preferred Equity
| Preferred Equity Name of Class (if any) | Series A Super Voting |
| Preferred Equity Units Outstanding | 1550000 |
| Preferred Equity CUSIP (if any) | 000000000 |
| Preferred Equity Name of Trading Center or Quotation Medium (if any) | N/A |
Debt Securities
| Debt Securities Name of Class (if any) | N/A |
| Debt Securities Units Outstanding | 0 |
| Debt Securities CUSIP (if any): | 000000000 |
| Debt Securities Name of Trading Center or Quotation Medium (if any) | N/A |
1-A: Item 2. Issuer Eligibility
Issuer Eligibility
Check this box to certify that all of the following statements are true for the issuer(s)
- Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
- Principal place of business is in the United States or Canada.
- Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
- Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
- Not an investment company registered or required to be registered under the Investment Company Act of 1940.
- Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
- Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
- Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
- Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).
1-A: Item 3. Application of Rule 262
Application Rule 262
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings
Summary Infomation
| Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering |
Tier1
Tier2
|
| Check the appropriate box to indicate whether the financial statements have been audited |
Unaudited
Audited
|
| Types of Securities Offered in this Offering Statement (select all that apply) |
| Equity (common or preferred stock) |
| Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? |
Yes
No
|
| Does the issuer intend this offering to last more than one year? |
Yes
No
|
| Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? |
Yes
No
|
| Will the issuer be conducting a best efforts offering? |
Yes
No
|
| Has the issuer used solicitation of interest communications in connection with the proposed offering? |
Yes
No
|
| Does the proposed offering involve the resale of securities by affiliates of the issuer? |
Yes
No
|
| Number of securities offered | 500000000 |
| Number of securities of that class outstanding | 148880101 |
The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.
| Price per security |
$
0.0010 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$
500000.00 |
| The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$
0.00 |
| The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$
0.00 |
| The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$
0.00 |
| Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$
500000.00 |
Anticipated fees in connection with this offering and names of service providers
| Underwriters - Name of Service Provider | Underwriters - Fees |
$
| |
| Sales Commissions - Name of Service Provider | Sales Commissions - Fee |
$
| |
| Finders' Fees - Name of Service Provider | Finders' Fees - Fees |
$
| |
| Accounting or Audit - Name of Service Provider | Accounting or Audit - Fees |
$
| |
| Legal - Name of Service Provider | Capital Markets Law Group, LLP | Legal - Fees |
$
15000.00 |
| Promoters - Name of Service Provider | Promoters - Fees |
$
| |
| Blue Sky Compliance - Name of Service Provider | Various State Filing Fees | Blue Sky Compliance - Fees |
$
5000.00 |
| CRD Number of any broker or dealer listed: |
| Estimated net proceeds to the issuer |
$
|
| Clarification of responses (if necessary) |
1-A: Item 5. Jurisdictions in Which Securities are to be Offered
Jurisdictions in Which Securities are to be Offered
Using the list below, select the jurisdictions in which the issuer intends to offer the securities
| Selected States and Jurisdictions |
DELAWARE
NEVADA
WYOMING
|
Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box
| None | |
| Same as the jurisdictions in which the issuer intends to offer the securities | |
| Selected States and Jurisdictions |
1-A: Item 6. Unregistered Securities Issued or Sold Within One Year
Unregistered Securities Issued or Sold Within One Year
None
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
| (a)Name of such issuer | Blue Star Foods Corp. |
| (b)(1) Title of securities issued | Common Shares and Series A Preferred Shares |
| (2) Total Amount of such securities issued | 133184727 |
| (3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
| (c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | The aggregate consideration for the common stock issued was $518,744 This consists of $397,744 in extinguished principal and interest of outstanding debt, and $121,000 representing the fair market value of professional services rendered to the Company. |
| (2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
Unregistered Securities Act
| (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | Section 4(a)(2) of the Securities Act of 1933 for transactions by an issuer not involving any public offering. |