What changed in this filing

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Item 1. Business

2025-06-16 compared with 2024-05-09 · 85 added, 69 removed, 245 unchanged (39% of the section changed)

21 unchanged sentences

a wholly owned subsidiary of the Company.

is a manufacturer of high-pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington

Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.

is a manufacturer of high-pressure tanks and redundant air systems for aviation, manned submersibles, swift water rescue, military and

recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies

and the dive industry throughout the world.

February 13, 2022 the Company formed LBI, which is being developed as a full retail, guided tour and training model utilizing the technology

developed by BLU3 to provide new users and interested divers a guided tour experience, training, and the ability to purchase all of their

diving and watersports needs.

developed by BLU3 to provide new users and interested divers with guided tour experience, training, and the ability to purchase all of

their diving and watersports needs.

May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba,

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

or about the 4 th of October, 2024 LBI sold the Gold Coast Scuba tradename and other IP rights and certain related inventory

to Adventure Seeker Company.

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

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Americas | High Pressure Gas Systems

● Submersible

Systems, Inc.

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Supplied Air Products

Third Lung systems have been the market leader in gasoline powered, high-performance and more recently in the battery powered SSA diving

Taking full advantage of our proprietary compressor system, a series of traditional “fixed speed” electric compressors

were developed for the built-in-boat market in 2005.

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 for up to 3 hours by utilizing

a variable speed technology that controls battery consumption based on diver demand.

2022, we continued to expand our dealer network and our marketing efforts with both the consumer and our network of dealers.

continues to pursue distributors and dealers outside of the United States in order to diversify the seasonality as well as geography

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

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

Third Lung systems have been the market leader in gasoline powered, high-performance and more recently in battery powered surface supplied

air (THIRD LUNG) diving systems.

Taking full advantage of our proprietary compressor system, a series of traditional “fixed speed”

electric compressors were developed for the built-in-boat market in 2005.

In 2010, we introduced our variable-speed battery powered THIRD

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

These systems provide performance and runtimes

for up to 3 hours by utilizing a diver-sensitive variable speed technology that controls battery consumption based on diver demand.

Company continues to pursue distributors and dealers in and outside of the United States in order to diversify the seasonality as well

as geography risks.

Additionally, we continue to pursue more aggressively the boat builder market to offer our variable speed, battery

powered THIRD LUNG systems as an option on newly built boats of all sizes, expanding our market beyond the traditional consumer markets

for our products.

SSA products include:

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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.

Our product is designed to reduce 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.

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Tankless Dive Systems

our wholly owned subsidiary BLU3, we develop and market a next generation electric, surface supplied air shallow dive system that is

completely portable to the user.

The BLU3 line currently consists of two models, NEMO and NOMAD, targeting specific performance levels

and price points.

dive systems are currently sold in various countries through Amazon, and also through dealers worldwide.

NEMO, designed to be the world’s

smallest dive system is capable of taking a diver to 10 feet for 60 to 90 minutes on one charge of its lithium-ion battery.

NEMO is portable

and its batteries are FAA compliant for airline travel.

dive system (“NOMAD”) began shipping in the third quarter of 2021 and is currently sold to consumers via our website, Amazon

and through our network of dealers worldwide.

The NOMAD is highly portable and expands dive capability to up to 30 feet.

NOMAD has been

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

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.

The units are ultra-portable

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

our wholly owned subsidiary BLU3, we develop and market portable battery-powered dive systems.

The BLU3 line currently consists of two

models, Nomad and Nomad Mini, targeting specific performance levels and price points.

The original product of BLU3, called Nemo, has

been phased out and replaced by Nomad Mini.

dive system (“NOMAD”) began shipping in the third quarter of 2021.

NOMAD MINI dive system (“NOMAD MINI”) began

shipping in the third quarter of 2023.

Both products are currently sold to consumers via our website, Amazon and through our network

of dealers worldwide.

The NOMAD is highly portable and has a maximum depth of 30 feet.

NOMAD MINI has a maximum depth of 15 feet and

is more portable than NOMAD and at a lower price point.

NOMAD and NOMAD MINI have been marketed through BLU3’s internet presence

and marketing campaigns as well as at industry and other trade shows across the country.

products are sought after by consumers for a variety of applications that include boat maintenance, shore diving, traveling, underwater

metal detecting and fossil hunting, pool leak detection and service, and more.

of January 2024, BLU3 is the exclusive distributor for North and South America of the SeaNXT Elite sea scooter, made in France.

Elite sea scooter is a luxury water toy that is most popular in the yachting industry.

BLU3 markets the SeaNXT Elite product to end-users

as well as resellers throughout North and South America.

Pressure Gas Systems

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The Company’s

vision for LBI is to become a fully integrated retail experience where the Company’s unique products can be showcased, training

vision for LBI is to become a fully integrated retail experience where the Company’s unique products can be show-cased, training

can be offered, and a tourist model created.

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activities it sells.

In addition, LBI aims to provide training in those activities with the goal to have the consumer purchase the equipment,

particularly the unique technologies provided by BLU3, from its retail stores.

LBI looks to provide the full Live Blue experience for

those consumers ready to enjoy all things watersports.

In addition, LBI aims to provide training in those activities with the goal of having the consumer purchase the

equipment, particularly the unique technologies provided by BLU3, from its retail stores.

LBI looks to provide the full Live Blue experience

for those consumers ready to enjoy all things watersports.

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

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 was initially developed.

In October, 2024 LBI sold the Gold Coast Scuba tradename and other IP rights and certain related inventory

to Adventure Seeker Company.

Adventure Seeker Company doing business as Gold Coast Scuba continues to operate certain aspects of the Live Blue model

including demonstrations, training, and selling of all BMG products in the original Gold Coast Scuba location under a new lease arrangement

with the property owner.

GCS maintains full access to the support teas and products lines at all divisions of BMG as a Live Blue affiliate.

and Snorkeling Industry

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.

It was valued at $2.1 billion in 2023 and is projected to grow

at a compounded annual growth rate (CAGR) of over 4% between 2024 and 2032.

We believe 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, the growing

coastal tourism 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

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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.

global luxury yacht market was valued at $7.67 billion in 2023.

The market is projected to grow from $8.75 billion in 2024 to $17.33

billion by 2023, exhibiting a CAGR of 8.9% during the forecast period according to Fortune Business Insights report published

in February 2025..

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.

Grandview Research estimates that the recreational

boating market was valued at $44.5 billion in 2023 and is expected to grow at a CAGR of 5.4% through 2030.

The recreational boating market was valued at

$38.2 billion in 2024 and is projected to reach $65.9 billion by 2034, with a CAGR of 5.6% according to Market .us.

Pressure Compressor Line

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Marine Group, Inc.

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

Brownie’s Marine Group, Inc.

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

Marine Group, Inc.

Self-Contained Hooka system with unobtrusive aquatic data recording

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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.

On January 24, 2024, the Company entered into Addendum No.

3 to the STS Agreement.

the additional minimum yearly royalty of $60,000, or $15,000 per fiscal quarter from 2024 to 2025.

Therefore, no additional minimum royalty

was required during 2024, but will be required beginning the fiscal first quarter of 2025.

2025 will be the final year of the additional

minimum royalty under the STS agreement.

Royalty recorded under the Amended agreement was $125,159.32 and $138,643 for the years ended

December 31, 2024 and 2023, respectively.

Literature, Public Relations, and Advertising

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and social media postings periodically to keep the public informed of our latest products and related endeavors.

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, 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.

2024, the Company was represented at The Palm Beach Boat Show, The Annapolis Motor and Sailing Shows, The Fort Lauderdale Boat show,

Diving Equipment, Manufacturing show, The Seattle Boat Show, The Dubai Boat Show, Boot Dusseldorf and the HAI Heli-Expo, 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’

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Research and Development

and development costs for the year ended December 31, 2023 and December 31, 2022 and were $13,880 and $18,393, respectively, none of

which cost is borne directly by customers.

and development costs for the year ended December 31, 2024 and December 31, 2023 and were $9,992 and $13,393, respectively, none of which

cost is borne directly by customers.

SCUBA industry is self-regulating;

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

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

of June, 2025, we have thirty five full-time employees, and two part-time employees.

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

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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