Blue Star Foods Corp. - 10-K filing on 2020-05-29

Stockholders Equity	12 Months Ended
Dec. 31, 2019
Equity [Abstract]
Stockholders Equity	Note 9. Stockholders Equity Preferred Stock Our Board of Directors has designated 10,000 shares of preferred stock as “8% Series A Convertible Preferred Stock”. The Series A Convertible Preferred Stock (“Series A Stock”) has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Stock. Dividends. Cumulative dividends shall accrue on each share of Series A Stock at the rate of 8% (the “Dividend Rate”) of the purchase price of $1,000.00 per share, commencing on the date of issuance. Dividends are payable quarterly, when and if declared by the Board, beginning on September 30, 2018 (each a “Dividend Payment Date”) and are payable in shares of Common Stock (a “PIK Dividend”) with such shares being valued at the daily volume weighted average price (“VWAP”) of the Common Stock for the thirty trading days immediately prior to each Dividend Payment Date or if not traded or quoted as determined by an independent appraiser selected in good faith by the Company. Any fractional shares of a PIK Dividend will be rounded to the nearest one-hundredth of a share. All shares of Common Stock issued in payment of a PIK Dividend will be duly authorized, validly issued, fully paid and non-assessable. Dividends will accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Board. Dividends of common stock were authorized to the shareholders in accordance with the terms of the Certificate of Designation for the Series A Stock on March 31, 2019, June 30, 2019, September 20, 2019 and December 31, 2019. The dividends resulted in total share issuances of 56,520 shares of stock with a value of $113,041. Conversion. Each share of Series A Stock is convertible at any time and in the sole discretion of the holder thereof, into shares of common stock at a conversion rate of 500 shares of Common Stock per each share of Series A Stock (the “Conversion Rate”) The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity. Common Stock The Company is authorized to issue 100,000,000 shares of common stock at a par value of $.0001 and had 17,589,705 shares of common stock issued and outstanding as of December 31, 2019. Common Stock issued in Private Placements On January 29, 2019, the Company’s Board of directors approved a private placement memorandum offering up to $300,000 or 150,000 shares of common stock at $2.00 per share. During the year ended December 31, 2019, the Company issued 11,000 common shares for a gross proceeds of $22,000. Common Stock Issued for Bonus Shares for Employees On May 16, 2019, the Company’s Board of directors approved the issuance of 5,500 shares valued at $2.00 per share for a total value of $11,000 issued to certain employees as an incentive bonus. Common Stock Issued for the Acquisition of a Business On November 26, 2019, the company issued 1,295,000 shares, valued at $2.00 per share for a total value of $2,590,000 in connection with the acquisition of Coastal Pride Company, Inc. Common Stock Issued as Dividends on 8% series A Convertible Preferred Stock Dividends of common stock were authorized to the shareholders per Certificate of Designation for the Series A Stock the preferred shares designation on March 31, 2019, June 30, 2019, September 20, 2019 and December 31, 2019. The dividends resulted in total share issuances of 56,520 shares of stock with a value of $113,041 during 2019. Common Stock Issued for Consulting, Professional and other Services During the twelve months ending December 31, 2019, the Company issued 22,500 shares of common stock valued at $45,000 for legal and consulting fees. Additionally, the company granted 176,021 shares with a value of $352,042 for legal and consulting fees that were issued subsequent to December 31, 2019.

Stockholders Equity

12 Months Ended

Dec. 31, 2019

Note 9. Stockholders Equity

Preferred Stock

Our Board of Directors has designated 10,000 shares of preferred stock as “8% Series A Convertible Preferred Stock”.

The Series A Convertible Preferred Stock (“Series A Stock”) has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unless and until converted by the holder or the Company redeems or otherwise repurchases the Series A Stock.

Dividends. Cumulative dividends shall accrue on each share of Series A Stock at the rate of 8% (the “Dividend Rate”) of the purchase price of $1,000.00 per share, commencing on the date of issuance. Dividends are payable quarterly, when and if declared by the Board, beginning on September 30, 2018 (each a “Dividend Payment Date”) and are payable in shares of Common Stock (a “PIK Dividend”) with such shares being valued at the daily volume weighted average price (“VWAP”) of the Common Stock for the thirty trading days immediately prior to each Dividend Payment Date or if not traded or quoted as determined by an independent appraiser selected in good faith by the Company. Any fractional shares of a PIK Dividend will be rounded to the nearest one-hundredth of a share. All shares of Common Stock issued in payment of a PIK Dividend will be duly authorized, validly issued, fully paid and non-assessable. Dividends will accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Board.

Dividends of common stock were authorized to the shareholders in accordance with the terms of the Certificate of Designation for the Series A Stock on March 31, 2019, June 30, 2019, September 20, 2019 and December 31, 2019. The dividends resulted in total share issuances of 56,520 shares of stock with a value of $113,041.

Conversion. Each share of Series A Stock is convertible at any time and in the sole discretion of the holder thereof, into shares of common stock at a conversion rate of 500 shares of Common Stock per each share of Series A Stock (the “Conversion Rate”) The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity.

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $.0001 and had 17,589,705 shares of common stock issued and outstanding as of December 31, 2019.

Common Stock issued in Private Placements

On January 29, 2019, the Company’s Board of directors approved a private placement memorandum offering up to $300,000 or 150,000 shares of common stock at $2.00 per share.

During the year ended December 31, 2019, the Company issued 11,000 common shares for a gross proceeds of $22,000.

Common Stock Issued for Bonus Shares for Employees

On May 16, 2019, the Company’s Board of directors approved the issuance of 5,500 shares valued at $2.00 per share for a total value of $11,000 issued to certain employees as an incentive bonus.

Common Stock Issued for the Acquisition of a Business

On November 26, 2019, the company issued 1,295,000 shares, valued at $2.00 per share for a total value of $2,590,000 in connection with the acquisition of Coastal Pride Company, Inc.

Common Stock Issued as Dividends on 8% series A Convertible Preferred Stock

Dividends of common stock were authorized to the shareholders per Certificate of Designation for the Series A Stock the preferred shares designation on March 31, 2019, June 30, 2019, September 20, 2019 and December 31, 2019. The dividends resulted in total share issuances of 56,520 shares of stock with a value of $113,041 during 2019.

Common Stock Issued for Consulting, Professional and other Services

During the twelve months ending December 31, 2019, the Company issued 22,500 shares of common stock valued at $45,000 for legal and consulting fees. Additionally, the company granted 176,021 shares with a value of $352,042 for legal and consulting fees that were issued subsequent to December 31, 2019.