What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-05-09 compared with 2023-03-30 · 68 added, 64 removed, 246 unchanged (35% of the section changed)

9 unchanged sentences

and yacht-based self-contained underwater breathing apparatus (“SCUBA”) air compressor and nitrox generation fill systems

and acts as the exclusive distributor for North and South America for Lenhardt & Wagner GmbH (“L&W”) compressors

in the high-pressure breathing air and industrial gas markets.

and acts as the exclusive distributor in North and South America for Lenhardt & Wagner GmbH (“L&W”) compressors in

the high-pressure breathing air and industrial gas markets.

The Company is also the exclusive United States and Caribbean distributor

for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, doing business as Bright Weights (“Bright

for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, which is doing business as Bright Weights (“Bright

Weights”), of a dive ballast system produced in South Africa.

18 unchanged sentences

addition, LBI assumed the lease for the premises for Gold Coast Scuba.

Company has five subsidiaries focused on various sub-sectors of our industry as described below:

Company has five wholly owned subsidiaries focused on various sub-sectors of our industry as described below:

Third Lung | Surface Supplied Air (“SSA”)

1 unchanged sentence

Americas | High Pressure Gas Systems

● Submersible

Systems, Inc.

17 unchanged sentences

Tankless Dive Systems:

The Company produces a line of tankless dive products, commonly called hookah or recreational SSA systems.

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

We believe that 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.

is designed to reduces the effort required for its transport and use while exploring, cruising or traveling.

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

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

of conventional SCUBA gear.

We believe that 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.

Our product is designed to reduces the effort required for its transport and use while exploring, cruising or traveling.

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

29 unchanged sentences

marketed through BLU3’s internet presence and marketing campaigns as well as at industry and other trade shows across the country.

BLU3 continues to innovate in

the SSA sector and currently expects to introduce a new product to its line-up in 2023.

continues to innovate in the SSA sector and currently expects to introduce a new product to its line-up in 2024.

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

21 unchanged sentences

frequency drive reducing the initial start-up power demand typically associated with high pressure compressor systems.

August 2017, we entered into a five-year exclusive distribution agreement with L&W, which agreement automatically renews for successive

2017, we entered into a five-year exclusive distribution agreement with L&W, which agreement automatically renews for successive

five-year terms unless terminated as provided for in the agreement.

38 unchanged sentences

May 2022, LBI acquired the assets of Gold Coast Scuba, a dive retail and training facility based in Lauderdale-By-The-Sea, Florida.

This retail location is the base in which the Live Blue brand will be developed.

retail location is the base in which the Live Blue brand will be developed.

and Snorkeling Industry

Sports, Fitness Industry Association (“SFIA”) estimated there were 2.7 million participants in the U.S.

scuba diving market

According to a report published by SFIA in early 2023.

The study further stated that the participation rate by casual divers

increased 22% in 2022.

contrast, the SFIA study indicated that participation in snorkeling in 2022 was 7.7 million in the U.S.

Company has entered the tourist market via a guided tour program within LBI that is currently intended to act as an incubator for a

scalable franchise model.

The Company believes that the guided tour model is an important building block in introducing its battery

powered diving products to the consumer market.

Additionally, this model will not only give consumers the opportunity to “try

before you buy”, but also provide experiential training for the consumer to increase enjoyment and safety of our diving

global luxury yacht market is estimated to be $8.91 billion in 2022 and expected to reach $9.38 billion in 2023 according to Allied Market

Research and is poised to grow at a compound annual growth rate (“CAGR”) of 5.4% from 2022 to 2030 to reach $13.6 billion,

according to Research and Markets.com, a market research firm, in their industry report dated April, 2022.

The Company’s BIAS systems

have been designed with this industry in mind.

The Company markets directly to the yachting industry by leveraging its relationships

with large yacht servicing companies, yacht builders and yacht brokerages.

scuba diving equipment market size has grown steadily in recent years.

It may grow from $4.39 billion in 2023 to $4.6 billion in 2024

at an expected compound annual growth rate (CAGR) of 4.7% according to Business and Research Company.com.

The growth in the historic

period can be attributed to post-pandemic recovery, rescue and safety equipment development, accessibility of diving courses, e-commerce

penetration, and a rise in disposable income.

Company has entered the tourist market via a guided tour program within LBI that is currently intended to act as an incubator for a scalable

franchise model.

The Company believes that the guided tour model is an important building block in introducing its battery powered diving

products to the consumer market.

Additionally, this model will not only give consumers the opportunity to “try before you buy”,

but also provide experiential training for the consumer to increase the enjoyment and safety of our diving products.

global luxury yacht market is estimated to be $8.73 billion in 2023 and expected to reach $9.19 billion in 2024 and is poised to

grow at a CAGR of 4.1% from 2024 to 2028 to reach $10.78 billion, according to Business and Research Company.com, a

market research firm, in their industry report dated January, 2024.

The Company’s BIAS systems have been designed with this

industry in mind.

The Company markets directly to the yachting industry by leveraging its relationships with large yacht servicing

companies, yacht builders and yacht brokerages.

recreational sailing and boating market and yachting industries also continue to grow.

22 unchanged sentences

Marine Group, Inc.

System for adjusting pressure limits based on depth of diver(s)

Brownie’s Marine Group, Inc.

Self-Contained Hooka system with unobtrusive aquatic data recording

for adjusting pressure limits based on depth of diver(s)

Marine Group, Inc.

On April 6, 2018, the Company entered into a patent license agreement (the

“STS Agreement”) with Setaysha Technical Solutions, LLC (“STS”) pursuant to which the Company licensed certain

intellectual property, including patent rights, non-patent rights and know-how from STS for use in our ultra-portable tankless dive system

Under the STS Agreement, the Company paid an initial license fee in April 2018 through the issuance of 759,422 shares of common

stock with a fair value of $30,000.

The STS Agreement further provides for royalties based on annual net revenues.

On December 31, 2019,

the Company entered into Addendum No.

1 to the STS Agreement (“Addendum No.

1”) which amended the payments due upon the first

commercial sale of Nemo.

April 6, 2018, the Company entered into a patent license agreement (the “STS Agreement”) with Setaysha Technical Solutions,

LLC (“STS”) pursuant to which the Company licensed certain intellectual property, including patent rights, non-patent rights

and know-how from STS for use in our ultra-portable tankless dive system products.

Under the STS Agreement, the Company paid an initial

license fee in April 2018 through the issuance of 759,422 shares of common stock with a fair value of $30,000.

The STS Agreement further

provides for royalties based on annual net revenues.

On December 31, 2019, the Company entered into Addendum No.

1 to the STS Agreement

(“Addendum No.

1”) which amended the payments due upon the first commercial sale of Nemo.

Upon entering into Addendum No.

1, $8,250 was paid to STS in cash and $8,250 was paid on January 10, 2020.

February 6, 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 sale of the Nemo dive system.

On June 30, 2020, the Company entered into Addendum No.

2 to the STS Agreement concerning STS’s

assistance related to designing and commercializing certain diving products.

2 provides for a minimum yearly royalty of $60,000,

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

With the introduction of the NOMAD in the

last quarter of 2021, the Company is obligated to pay an additional annual minimum royalty of $60,000 per year for the years 2022, 2023

and 2024, which increased the quarterly minimum royalty by $15,000 per quarter.

On November 1, 2022 the Company issued to the designees

of STS 1,155,881 shares of common stock with a fair value of $30,000 in accordance with the STS Agreement.

On February 6, 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 sale of the Nemo dive system.

2020, the Company entered into Addendum No.

2 to the STS Agreement concerning STS’s assistance related to designing and commercializing

certain diving products.

2 provides for a minimum yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in

December 2019 and increasing by 2.15% per year.

With the introduction of the NOMAD in the last quarter of 2021, the Company is obligated

to pay an additional annual minimum royalty of $60,000 per year for the years 2022, 2023 and 2024, which increased the quarterly minimum

royalty by $15,000 per quarter.

On November 1, 2022 the Company issued to the designees of STS 1,155,881 shares of common stock with

a fair value of $30,000 in accordance with the STS Agreement.

Royalty recorded under the Amendment was $138,643 and $203,621 for the

years ended December 31, 2023 and 2022, respectively.

Literature, Public Relations, and Advertising

6 unchanged sentences

2022, the Company was represented directly or indirectly at The Palm Beach Boat Show, The Annapolis Motor and Sailing Shows, The Fort

Lauderdale Boat show, Diving Equipment and Manufacturing show.

In 2022, the Company expanded its marketing reach via tradeshows by attending

all shows attended in 2021, The Seattle Boat Show, The Dubai Boat Show, and the HAI Heli-Expo, along with various other trade and industry

Lauderdale Boat show, Diving Equipment, Manufacturing show, The Seattle Boat Show, The Dubai Boat Show, and the HAI Heli-Expo, along

with various other trade and industry shows.

In 2023, the Company expanded its marketing reach via tradeshows by attending all shows

attended in 2022, and attending Boot Dsseldorf in Europe, along with various other trade and industry shows.

sell our products online through our and our subsidiaries websites and many of our products are marketed on some of our customers’

49 unchanged sentences

in our redundant air tank systems and high-pressure compressor systems sales.

In 2022 competition

In 2022 and 2023 competition

has surfaced in the BLU3 business segment from companies such as AirBuddy, and a few other very low-cost Chinese manufactured competitors.

4 unchanged sentences

to create new products and, in some cases, new markets.

currently have thirty-six full-time employees, and four part-time employees.

As of April 16, 2024, we have forty-one full-time employees, and four part-time employees.

product lines have historically been seasonal in nature in the United States.

1 unchanged sentence

SSI and LBI is the second and third quarters of the year.

The peak season for high pressure products is typically the fourth and first

quarters of the year.

The peak season for LWA high pressure products is typically the fourth and

first quarters of the year.

The Company continues to address the seasonality of the business by expanding its reach beyond the traditional

2 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