What changed in this filing

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Item 1. Business

2021-03-31 compared with 2020-06-29 · 188 added, 263 removed, 135 unchanged (77% of the section changed)

3 unchanged sentences

Our wholly owned subsidiaries

and related product lines are as follows:

Third Lung is our legacy surface supplied air (SSA) product line, now known as tankless diving.

We began our business making

tankless diving systems in the late 1960s.

Brownie’s Third Lung has long been a dominant figure in the gasoline powered

tankless dive system market.

After years of inventing, testing and development, in 2010 we introduced our first variable-speed,

lead acid battery powered, tankless dive system.

In 2019 we launched the Sea Lion lithium powered, diver sensitive, depth

adjustable technology achieving runtimes up to 300% greater than previous capabilities.

New for 2020 is the 3-diver version

of the Sea Lion.

Our Legacy SSA Products also include Brownie’s Public Safety products which address emerging and niche

public and marine safety market opportunities by leveraging the technical skills and assets of the company.

do business under their respective trade names on both a wholesale and retail basis from our headquarters and manufacturing facility

in Pompano Beach, Florida.

Our wholly owned subsidiaries and related product lines are as follows:

segment represents our surface supplied air (SSA) product line.

Trebor began its business making surface supplied

air diving systems in the late 1960s.

Our Brownie’s Third Lung systems have long been a dominant figure in gasoline powered,

high-performance, and now the battery powered surface supplied air diving systems.

Taking full advantage of the proprietary compressor

system, a complete series of traditional “fixed speed”

electric compressors were developed for the built-in-boat market

After years of inventing, testing and development, in 2010 we introduced our variable-speed battery powered hookah system

which provides divers with gasoline-free all day shallow diving experiences.

These systems provide performance and runtimes as

great as 300% better than the best devices previously on the market by utilizing a variable speed technology that controls battery

consumption based on diver demand.

Legacy SSA segment has experienced growth in units sold for fiscal 2020 as compared to fiscal 2019, as we work to expand our dealer

network and the breadth of product that each of the dealers provide.

By all appearances, in our business segment, the COVID-19

pandemic has forced the consumer to re-evaluate recreation as a family and gravitate toward activities that can be pursued together

fiscal 2020 we began focusing on breaking the seasonality curve currently experienced by this segment and began aggressive marketing

campaigns in geographic regions that experience diving season when the US market is slowing down due to weather.

Additionally,

we began to pursue more aggressively the boat builder market to offer our Legacy SSA systems as an option on newly built boats,

expanding our market beyond the traditional consumer markets for our products.

Legacy SSA products include:

Tankless Dive Systems:

The Company produces a line of tankless dive products, commonly called hookah or recreational surface

supplied air systems.

These systems allow one to four divers to enjoy the marine environment up to a depth of up to 45 feet without

the bulk and weight of conventional SCUBA gear.

The removal of barriers to entry into the sport of diving and the reduction of

complicated and bulky SCUBA gear invites a broader range of the general public to participate more actively and enjoyably at their

own pace and schedule.

The design of our product also reduces the effort required for both its transport and continued use while

exploring, cruising or traveling.

line of land-based systems is available for light-duty commercial applications that demand portability and performance.

to the gasoline-powered units and the variable speed battery powered units, a series of AC electric powered systems is also available

for light to commercial duty.

units are used primarily by businesses that work in aquatic maintenance and marine environments.

BIAS (Boat Integrated Air Systems):

The Company developed several tankless products and complimentary accessories

that it believes makes boat diving even easier.

The BIAS battery powered tankless kit allows boat builders, dealers and end users

to seamlessly install a pre-packaged kit directly into the boat.

The E-Reel advances this idea by adding a level-winding battery

powered hose reel system to provide compact storage of up to 150 feet of hose.

Boaters can perform their own in-water maintenance

and inspections, or just dive for enjoyment.

In addition to supplying air to divers, BIAS is useful for supporting air horns,

inflating boat fenders/water toys, activating pneumatically operated doors, and more.

The company strategy is to align the easy

to install, complete kit packages with boat builders, dealer and end users through a vertically targeted sales and marketing program

initiative starting summer of 2020.

Portable Tankless Dive Systems

the continued expansion of our business, in December 2017, we formed a wholly-owned subsidiary BLU3, to develop and market a next

generation electric surface supplied air diving systems electric shallow dive system that is completely portable to the user.

The BLU3 line currently consists of two models targeting specific performance levels and price points –

NEMO and NOMAD.

The first generation, NEMO, began shipping in the fourth quarter of 2019, and through December 31, 2020 we have shipped

in excess of 1,200 units.

NOMAD is nearing the end of the design phase and it is expected to be in full production during the Spring,

This product will expand the user’s dive capability to over 30 feet and continue to drive the vertical integration

of the diving experience.

NEMO has attracted a wide audience of users and is sold through a dealer network that has expanded to more than 20 countries.

The products have gotten significant exposure via its marketing partners, who share their user experiences on YouTube, Instagram,

Facebook and Tik Tok.

These users have expanded the market for BLU3 outside of the traditional dive industry to the metal detector

and treasure hunting segments.

BLU3 takes the NEMO to market via its online store, its dealer network, and a growing following

BLU3 product lines are changing the way that people get into the water and explore the next atmosphere.

The units are ultra-portable

and can travel with the consumer to their adventures, wherever they may be.

Pressure Gas Systems

BHPCS subsidiary, doing business as LW Americas (“LWA”), promotes three product

LWA is the exclusive distributor of L&W’s compressors for breathing

air and industrial gas industries in the western hemisphere.

LWA also designs, builds

and installs our YachtPro™

brand of compressors designed specifically for boating

applications.

Lastly, LWA manufactures our nitrox diving gas production machines under

the NitroxMaker™

Yacht-Pro™

compressor systems offer a completely marine-prepared, VFD (variable frequency drive)-driven, automated

alternative to other compressors on the market.

We also design complete dive lockers, mixed gas production and distribution

systems, and the unique Nitrox Maker™.

Nitrox is oxygen-enriched air, which reduces the effects of nitrogen on divers;

this segment, we design, manufacture, sell and install SCUBA tank fill systems for on-board yacht use under the brand “Yacht-Pro™”.

Our systems provide complete diving solutions for yachts, including Nitrox systems which allow yacht owners to fill tanks with

oxygen enriched air on board.

The Yacht-Pro™

compressor systems offer a completely marine-prepared, VFD (variable frequency

drive)-driven, automated alternative to other compressors on the market.

We also design complete dive lockers, mixed gas production

and distribution systems, and the unique Nitrox Maker™.

Nitrox is oxygen-enriched air, which reduces the effects of nitrogen

it is the industry standard for dive professionals.

The Nitrox Maker™

continuously generates the oxygen rich breathing

gas directly from low-pressure air;

continuously generates the oxygen rich

breathing gas directly from low-pressure air;

no stored oxygen or other gases are required onboard.

We believe a parallel product

analogy to this device is the fresh water-maker that swept through the private island and yachting industry over the last

three-decades.

While less yacht owners may opt for diving systems than fresh water-makers, there is a broad market potential

for yacht owners that will want to have an uninterrupted supply of the premium breathing gas.

In addition to the traditional

yacht-based NitroxMaker™

systems we introduced the NMCS series, a full line of commercial products aimed at providing

a cost-competitive and labor utilization superior Nitrox SCUBA fill system alternative to professional dive operators

Our light duty compressor,

the new Yacht Pro Essential is specifically designed as a turn-key kit for the boat builder optimized to integrate to onboard

power systems and withstand the marine environment with all components and hardware impervious to spray from the elements.

Yacht Pro™

series contains models for both medium-duty applications, such as recreational divers and small groups, and heavy-duty

use as found on research vessels, commercial operations and live-aboard dive boats.

All Yacht Pro™

models come with the

Variable Speed Frequency Drive reducing the initial start-up power demand typically associated with high pressure compressor systems.

August 2017, we entered into an Exclusive Distribution Agreement with L&W.

Under the terms of the Exclusive Distribution

Agreement, we were appointed the exclusive distributor of L&W’s complete product line in North America and South

America, including the Caribbean.

Under the terms of the Exclusive Distribution Agreement,

we were appointed the exclusive distributor of L&W’s complete product line in North America and South America, including

the Caribbean.

Our wholly-owned subsidiary BHPCS, is party to the agreement.

Through BHPCS we are conducting

business direct to end-users and establishing sales, distribution and service centers for high pressure air and industrial

gas systems in the dive, fire, CNG, military, scientific, recreational and aerospace industries under the brand name “L&W

Americas/LWA”.

Through BHPCS we are conducting business direct to

end-users and establishing sales, distribution and service centers for high pressure air and industrial gas systems in the dive,

fire, CNG, military, scientific, recreational and aerospace industries under the brand name “L&W Americas/LWA”.

We have experienced encouraging penetration in the diving and yachting markets.

Our objective is

to maintain that momentum and expand into other markets including industrial gases, fuel gases and specialty gas applications.

Our goal is to build a network of jobbers, dealers, installers and high-pressure compressor distributors throughout the

territory by leveraging our know-how, brand awareness, complimentary products and creating sustainable distribution and

core product OEM integration relationships.

is one of the leading product development companies in the global market of high-pressure

gas applications.

We are exclusively developing a sales, distribution and service capability

to assist L&W with completing a worldwide network of L&W’s agencies and

service centers to further leverage the innovation and value inherent to L&W products.

the last three decades the range of L&W products has advanced as new markets developed by leveraging streamlined and

vertically integrated capabilities.

In addition to breathing air compressors and related peripheral equipment, L&W

also offers compressors, storage and purification systems to meet the high-pressure requirements for natural gas filling

High-pressure inert gases such as argon, helium or nitrogen for industrial applications including welding and

laser cutting, and for general laboratory use are also among the L&W product and custom engineering capabilities.

Portable Tankless Dive Systems

the continued expansion of our business, in December 2017 we formed our wholly owned subsidiary BLU3 to develop and market

a line of user friendly tankless diving systems.

The BLU3 line will consist of three primary models, Nemo, Nomad and Neptune

targeting wide range of divers, including shallow water divers, metal detectors, fossil hunters, boat and pool cleaners,

first time divers, and anyone else who can benefit from lightweight and portable tankless dive systems ranging from

0-30 feet of depth rating..

Each product will have focuses on battery power, portability, and ease of use.

2018, we announced that our crowdfunding Kickstarter program for the Nemo was successfully concluded, preselling approximately

In the fourth quarter of 2019 we began shipping the Nemo and total revenue was $193,724 for the three months

ending December 31, 2019.

Currently, Nomad is in development in the functional prototype stage, and Neptune is a multiple

diver system in the conceptual analysis stage.

primary source of sales for BLU3 is online through its website, diveblu3.com.

At the beginning of April 2020, BLU3 hired

an advertising agency to manage its social media advertising and search engine optimization.

As the return on investment

becomes clearer, BLU3 plans to increasingly invest more of its budget into social media and pay per click advertising.

BLU3 has also formed agreements with several influencers around the world to display the product in use through channels

like YouTube and Instagram.

This activity has yielded sales and BLU3 is actively seeking more ambassadors and affiliates

February 2020 the Company announced that it had formed a relationship with its first international distributor, Metallsoker

AS, for the Nemo product.

Metallsoker AS, which is headquartered in Holmestrand, Norway, has exclusive rights to sell

into Norway, and surrounding territories will be considered as the partnership grows and more sales accumulate.

BLU3 currently

has several other dealers throughout the United States, Australia, and Panama, and the BLU3 team is increasing its efforts

of forming dealer and distributor relationships.

Some potential dealers have indicated that COVID-19 has caused their

delay in submitting purchase orders.

was well-received at the Miami Boat Show in February 2020, generating over 20 sales in its first appearance at a trade

show since pre-order fulfillment had been completed.

BLU3 was in attendance inside of a booth organized by their dealer,

Brownie’s Southport Divers, a related party.

The boat show helped BLU3 surpass 500 total unit sales in Nemo.

expected to attend more upcoming boat shows that were cancelled due to COVID-19.

wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters

and manufacturing facility in Pompano Beach, Florida.

March 2020 the Company announced that that its BLU3 subsidiary had submitted a technical proposal in response to the U.S.

of Defense DIY Hack-A-Vent Innovation Challenge and other similar initiatives seeking innovative ways to rapidly produce ventilators

during this time of critical demand due to COVID-19.

The original challenge indicated that the top three submissions would be

selected by a panel of experts and may be offered an opportunity to produce a functioning prototype.

BLU3’s proposal included

utilization of an existing BLU3 technology, Nemo, at the core of the ventilator solution, which the team has named BLU3 Vent.

BLU3 Vent is the product of converting the Company’s existing, software driven, inspiration sensitive, battery powered,

tankless diving system to perform the behaviors of mechanical ventilation.

Management of the Company believes the BLU3 Vent is

unique in its ability to rapidly be converted into a device that meets all of the Hack-a-Vent requirements.

late March, 2020, the Company was notified that the BLU3 Vent design submission was selected as number five out of 172 entries

in the Hack-a-Vent challenge following Northrup Grumman, Coridea, Navsea, and L3 Harris Corp.

April 14, 2020, the Company received a purchase order from a third-party to mature the design into a functional ventilator prototype.

BLU3 Vent emerged as the first in the Hack-a-Vent challenge to pass through preliminary testing at Uniformed Services University

to confirm feasibility to treat an Acute Respiratory Distress Syndrome (ARDS) inflicted patient.

BLU3 Vent has been submitted

initial documents for a review with the FDA at the direction and with the support of the Wright Brothers Institute (WBI) under

an additional purchase order issued May 12, 2020.

The project is currently on standby as the urgent demand for emergency use ventilators

has declined.

The team is working with WBI to be prepared in case a major demand for ventilators returns.

of the Company’s Products in Depth

Dive Systems:

The Company produces a line of tankless dive products, commonly called hookah or recreational surface supplied

These systems allow one to four divers to enjoy the marine environment up to a depth of up to 45 feet without the

bulk and weight of conventional SCUBA gear.

We believe that modern battery powered tankless diving holds greater appeal to families

with children of diving age than does conventional SCUBA.

The removal of barriers to entry into the sport of diving and the reduction

of complicated and bulky SCUBA gear invites a broader range of the general public to participate more actively and enjoyably at

their own pace and schedule.

The design of our product also reduces the effort required for both its transport and continued use

while exploring, cruising or traveling.

We believe the PELETON™

Hose System revolutionizes hose management for tankless

diving by reducing the work required of any single diver by dispersing the load over the entire group.

We use a single, larger

diameter hose as a main downline with up to four individual hoses attached to it.

This configuration not only reduces the weight

and bulk of the hose required, but also reduces drag and entanglement by placing far less hose in the water.

A line of deck-mounted

systems is available for light-duty commercial applications that demand portability and performance.

In addition to the gasoline-powered

units and the variable speed battery powered units, a series of AC electric powered systems is also available for light to commercial

Powered by battery for portability or household current for virtually unlimited dive duration, these units are used primarily

by businesses that work in aquatic maintenance and marine environments.

(Boat Integrated Air Systems):

The Company developed several tankless products and complimentary accessories that it believes

makes boat diving even easier.

The BIAS battery powered tankless kit allows boat builders, dealers and end users to seamlessly

install a pre-packaged kit directly into the boat.

The E-Reel advances this idea by adding a level-winding battery powered hose

reel system to provide compact storage of up to 150 feet of hose.

Boaters can perform their own in-water maintenance and inspections,

or just dive for enjoyment.

The hose is manually pulled from the reel supporting up to three two divers to a depth of up to 33

When the dive is complete, the hose is automatically recoiled and stowed by the simple activation of a switch.

to supplying air to divers, BIAS is useful for supporting air horns, inflating boat fenders/water toys, activating pneumatically

operated doors, and more.

The company strategy is to align the easy to install, complete kit packages with boat builders, dealer

and end users through a vertically targeted sales and marketing program initiative starting summer of 2020.

Diving Hose Kits:

This product allows the use of a conventional SCUBA cylinder but does not require the diver to wear

it by leveraging our unique QRS (quick release swivel) and hose assembly capability.

The cylinder remains above the surface, in

a kayak or boat, and a hose ranging from 20 feet to 150 feet allow the diver to explore the surrounding area.

have also designed the Abdominal Aortic Tourniquet (AAT) which is designed for application in under one minute, and without specialized

In 2010, our design team became aware of potential traditional tourniquet deficiencies and potentially avoidable fatalities

in the most demanding situations.

Field medic professionals approached our team for a potential solution.

After working on the

problem, we created an alternative tourniquet resulting in US patents 9,782,182 and 9,351,737.

We believe our ATT will address

the issue of how to treat an incompressible hemorrhage that cannot be tended to by use of a traditional tourniquet in the leg,

groin or pelvic area.

Our tourniquet is designed for quick and efficient application, restricting blood loss and possibly preventing

death from wounds that were previously untreatable.

We have not generated any sales of this product to date.

Pressure Gas Systems

SCUBA Tankfill Compressors:

Many yacht owners enjoy the convenience and freedom of filling their own SCUBA diving tanks

with air, NITROX or custom mixed gases while out on cruise, freeing them from carrying extra cylinders or the need to locate a

reputable source in various ports-of-call.

Brownie’s YachtPro specializes in the design and installation of high-end custom

systems to do just that.

From surveying the vessel for installation requirements to custom fabrication of the necessary components,

YachtPro provides all the services necessary to satisfy this market.

We believe that every large vessel currently in service,

being re-fitted, or being built is a potential customer.

Through OEM and marine industry relationships we have expanded our market

to reach more of these customers.

Our light duty compressor, the new Yacht Pro Essential is specifically designed as a turn-key

kit for the boat builder optimized to integrate to onboard power systems and withstand the marine environment with all components

and hardware impervious to spray from the elements.

The Yacht Pro™

series contains models for both medium-duty applications,

such as recreational divers and small groups, and heavy-duty use as found on research vessels, commercial operations and live-aboard

All Yacht Pro™

models come with the Variable Speed Frequency Drive reducing the initial start-up power demand

typically associated with high pressure compressor systems.

Ultra-Portable

Tankless Dive Systems

Ultra-Portable Tankless Dive systems has three separate and distinct brands unit Nemo, Nomad and Neptune.

Nemo is ideal unit for

snorkeling and shallow diving up to 10 feet.

Nomad, a development stage product, is designed for diving up to 15 feet.

a development stage product, is designed for diving up to 35 feet.

They are all battery powered.

Our objective is to maintain that momentum and

expand into other markets including industrial gases, fuel gases and specialty gas applications.

Our goal is to build a network

of jobbers, dealers, installers and high-pressure compressor distributors throughout the territory by leveraging our know-how,

brand awareness, complimentary products and creating sustainable distribution and core product OEM integration relationships.

is one of the leading product development companies in the global market of high-pressure gas applications.

We are exclusively

developing a sales, distribution and service capability to assist L&W with completing a worldwide network of L&W’s

agencies and service centers to further leverage the innovation and value inherent to L&W products.

the last three decades the range of L&W products has advanced as new markets developed by leveraging streamlined and vertically

integrated capabilities.

In addition to breathing air compressors and related peripheral equipment, L&W also offers compressors,

storage and purification systems to meet the high-pressure requirements for natural gas filling stations.

High-pressure inert

gases such as argon, helium or nitrogen for industrial applications including welding and laser cutting, and for general laboratory

use are also among the L&W product and custom engineering capabilities.

2021 we look to expand this segment of our business’s

customer base beyond that of the diving community.

We believe the product lines from Lenhardt & Wagner GmbH, will allow

LW Americas to put high quality, competitive products into the first responder and industrial market that utilize compressed air

for many applications.

Our goal will be to build a network of jobbers, dealers, installers and high-pressure compressor distributors

throughout the territory by leveraging our know-how, brand awareness, complimentary products and creating sustainable distribution

and core product OEM integration relationships.

and Boating Markets

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innovation can add to their investment in boating.

Company either owns or has licensed from an entity in which Robert M.

Company either owns or has licensed from entities in which Robert M.

Carmichael, our Chief Executive Officer, has an ownership

5 unchanged sentences

Diving Hose Kit, Bell Bottom Flag Bag, Brownie’s Dogsnare, SHERPA, BC Keel, Garment integrated personal flotation device

BHPCS operates under the published name LW Americas and LWA.

operates under the published name LW Americas and LWA.

Company owns multiple patents issued, pending, and in process related to the following:

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with Addendum No.

1, $8,250 was paid in cash and $8,250 was accrued as of December 31, 2019.

The Company issued 828,221 shares

of common stock with a fair value of $18,635 in satisfaction of $13,500 for the first commercial sale.

The Company accrued $13,828

in December 2019 as royalty payments for the fourth quarter commercial sales of Nemo.

1, $8,250 was paid in cash and $8,250 which was accrued as of December 31, 2019 and paid in 2020.

The Company issued 828,221 shares of common stock with a fair value of $18,635 in satisfaction of $13,500 for the first commercial

The Company accrued $13,828 in December 2019 as royalty payments for the fourth quarter commercial sales of Nemo .

In June 2020, the Company entered into Amendment No.

2 to the Patent License Agreement (“Addendum No.

2”) which set

certain limits and expectations of the assistance from STS related to designing and commercializing certain diving products, and

revised the royalty payments due to STS as consideration for uncompensated services.

The Company is obligated to pay STS a minimum

yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15% per year.

royalty was temporarily increased to $60,000 for fiscal years 2022, 2023 and 2024, with a fourth quarter true up against earned

Royalty recorded in relation to this agreement totaled $53,929 and $48,963 for the years ended December 31, 2020 and

Literature, Public Relations, and Advertising

7 unchanged sentences

with Sea Lion and BIAS products as key objectives.

The marketing firm is developing and implementing an initial strategy to leverage

our existing browniedive.com web site and related support materials for the current summer season while a completely new digital

strategy is being developed in time for the fall season.

Leveraging the range of new battery powered tankless diving technologies

and boat builder OEM kits to move the product reach beyond the current regional scope to a global brand is central to the goal.

In the first quarter of 2020, BLU3 engaged Mr.

Launch to enhance the online presence of the world’s smallest dive system,

Subsequently, Mr.

Launch showcased the development of the BLU3-Vent project and our rapid product development capabilities.

2019, the Company was represented either through their own presence or by a dealer at the following annual trade shows:

Yacht and Brokerage Show, The Fort Lauderdale International Boat Show, the Palm Beach Boat Show, the Seattle Boat Show, Diving

Equipment and Marketing Association, International Boat Builders Exhibition, the Annapolis Sail Boat Show and the Annapolis Power

Due to COVID-19 we have not determined which boat shows we will attend or have a presence during 2020 and have shifted

much of our focus to online marketing.

The parent Company’s

main website is www.browniesmarinegroup.com.

Each of our subsidiaries and certain of our products have a unique website:

www.BrownieDive.com ,

www.diveBLU3.com , www.LWAmericas.com , www.Tankfill.com , and http://www.abdominalaortictourniquet.com.

Additionally, many of our products are marketed on some of our customers’

In addition to these websites, numerous

other websites have quick links to the Company’s website.

Through the fiscal year end, the marketing firm continues to

develop and implement strategies to leverage our existing browniedive.com web site and related support materials for

the current summer season while a completely new digital strategy is being developed in time for the fall season.

Leveraging the

range of new battery powered tankless diving technologies and boat builder OEM kits to move the product reach beyond the current

regional scope to a global brand is central to the goal.

2020, the Company was represented at The Fort Lauderdale International Boat Show.

Due to the COVID-19 pandemic, most tradeshows

in 2020 were cancelled.

For 2021, the company’s product will be directly or indirectly represented at the Palm Beach Boat

Show, The Annapolis Motor and Sailing Shows, The Fort Lauderdale Boat show, and Diving Equipment and Manufacturing show.

parent Company’s main website is www.browniesmarinegroup.com.

Each of our subsidiaries and certain of our products have

a unique website:

www.BrownieDive.com , www.diveBLU3.com , www.LWAmericas.com , www.Tankfill.com , Additionally,

many of our products are marketed on some of our customers’

In addition to these websites, numerous other websites

have quick links to the Company’s website.

Our products are available both domestically and internationally.

Internet sales and inquiries are also supported by the Company.

Internet sales

and inquiries are also supported by the Company.

products are distributed to our customers primarily by common carrier.

46 unchanged sentences

monitoring of these inventory lead times, and through avoiding single source vendors whenever possible.

consider the most significant competitive factors in our business to be fair prices, feature advantages, shopping convenience,

the variety of available products, knowledgeable sales personnel, rapid and accurate fulfillment of orders, and prompt customer

We currently recognize one significant competitor in gasoline powered hookah sales and a variety of competitors in high-pressure

tankfill systems sales.

Products from the gasoline powered hookah competitor and those from one of the tankfill competitors appear

to be very similar to ours at first glance, but lack many of what we believe are our patently superior feature advantages.

believe there is limited competition for our BLU3, Sea Lion and BIAS systems products Brownie’s competitors in the high

pressure tankfill market are typically focused on traditional dive stores and fire department air service.

Several are large multi-national

consider the most significant competitive factors in our business to be innovation, lifestyle, fair prices, shopping convenience,

the variety of available products, knowledgeable and prompt customer service, rapid and accurate fulfillment of orders.

recognize one significant competitor in gasoline powered hookah sales and a variety of competitors in high-pressure tankfill systems

Products from the gasoline powered hookah competitor and those from one of the tankfill competitors appear to be very similar

to ours at first glance, but seemingly lack forward moving innovation.

The competitors in the high pressure tankfill market are

typically focused on traditional dive stores and fire department air service with several being large multi-national companies.

We compete with the large multi-national companies by constantly adapting to the yacht market or Nitrox integration.

there is limited competition for our BLU3, Sea Lion and BIAS systems products.

we are operating in a moderately competitive environment.

We believe that the price structure for all the products we distribute

compares favorably with the majority of our competitors based on quality and available features.

We believe our newest and most

novel technologies are separating us from a growing pack of older technology competitors.

currently have 20 full time employees at our facility in Pompano Beach, Florida.

We utilize consultants when needed in the absence

of available in-house expertise.

Our employees are not covered by a collective bargaining agreement.

The price structure for all the products we distribute compares favorably

with the majority of our competitors based on quality and available features.

Our key advantage is in our ability to create new

products that are separating us from others in the market and in some cases creating new markets.

of December 31, 2020, our full-time count for our and our subsidiaries’

employees was 20.

Additionally, we employ

3 full time contract employees.

To date, we have not experienced any work stoppages as a result of labor disputes, and we consider

our relationship with our employees to be good.

None of our employees are subject to collective bargaining agreements or represented

Our key human capital objectives in managing our business include attracting, developing and retaining top talent.

want to attract a pool of diverse and innovative candidates and support their career growth once they become employees.

we seek to hire based on talent rather than solely on educational pedigree.

product lines have historically been seasonal in nature in the U.S.

4 unchanged sentences

shift cross-trained factory and warehouse personnel between the two product categories as needed to flatten the seasonal impact.

The new BLU3 product line may emerge as less seasonally influenced enterprise due to the potential global appeal.

is able to minimize the down time normally associated with seasonal business cycles.

company was formed under the laws of the state of Nevada in November 2001.

In October 2015 we reincorporated our company in the

State of Florida.

Our wholly owned subsidiary, Trebor Industries, Inc., was organized under the laws of the State of Florida in

The new BLU3 product line may emerge as less seasonally influenced enterprise due to the global appeal.

The Company is able to

minimize the down time normally associated with seasonal business cycles.

The Company continues to address the seasonality of

the business by expanding its reach beyond the traditional markets in the U.S.

and reaching to other areas of the world

that may somewhat offset the seasonality.

on the history of our company can be found in Note 1 to the notes to our consolidated financial statements appearing later in

file annual and quarterly reports on Forms 10-K and 10-Q, current reports on Form 8-K and other information with the Securities

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business