Item 1.01 Entry into a Material Definitive Agreement.
On
Down2Fish operates a
We are continuing the business operations of Down2Fish on a consolidated basis.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Agreement
On
3 FORM 10 INFORMATION
Item 2.01(f) of Form 8-K provides that if the registrant was a "shell company"
(as such term is defined in Rule 12b-2 under the Exchange Act), as was the
Company immediately prior to the purchase of Down2Fish, the registrant must
disclose the information that would be required if the registrant were filing a
general form for registration of securities on Form 10. Subsequent to the
purchase of Down2Fish, and as discussed below in Item 5.06 of this Current
Report on Form 8-K ("Report"),
We provide the information below that would be included in a Form 10
registration statement if
This Report includes the following Items:
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 9.01 Financial Statements and Exhibits
4 Forward-Looking Statements
This Report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." Forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may" or "should" or, in each case, their negative or other variations or comparable terminology and are not historical facts. Within this Report, forward-looking statements appear in several places (including in information that is incorporated by reference). Forward- looking statements include beliefs or expectations concerning Down2Fish, its results of operations, financial condition, liquidity, prospects, business strategies, and the market for fishing charter services.
We have based forward-looking statements on market conditions, management expectations, and forecasts of future events, all of which are subject to numerous factors, including:
• market conditions and economic factors, including the ongoing COVID-19
pandemic, and the potential for future restrictions on the manner in which
businesses remain in operation;
• capital to expand marketing, sales, brand recognition, and customer loyalty; • public quotation; • retention or recruitment, or reorganization with respect to officers, key
employees or directors;
• an effective system of internal control over financial reporting; • market share in existing markets or new markets; • capital requirements, and the ability to secure financing on reasonable terms,
or at all;
• the expansion of our fishing charter business to include new charter service
offerings;
• competition with e-commerce sites; • attraction and retention of customers in a cost-effective manner; • adaptation to changes in customer spending patterns, preferences, local,
regional and national economic conditions, crime, weather, and demographic
trends;
• management of the availability of qualified charter crews; • competition from local companies in the fishing charter business; • compliance with pertinent laws and regulations; • future achievement of net income; • other factors detailed under the section titled "Risk Factors" beginning on
page 11 of this Report.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors in addition to the risks and uncertainties described in
the "Risk Factors" section of this Report, along with the other documents filed
by us with the Commission. The forward-looking statements contained in this
Report, including any document incorporated by reference herein, are based on
current expectations concerning future developments and their potential effects
on the Company. We can provide no assurance that future developments affecting
5 DESCRIPTION OF Business [[Image Removed: Down2Fish]] Overview
We operate a fishing charter business that offers inshore, offshore, and custom
charters to fishing enthusiasts. Down2Fish specializes in personal fishing
adventures, special occasions, and corporate retreats. Most of our revenue is
generated from the sale and provision of fishing charter services. Our business
goal is to become one of
Our business operates from a privately leased dock in
History
Down2Fish was organized under the laws of the
Down2Fish has a relatively brief operating history that has generated limited
revenue since inception. The business is consequently running an operating
deficit. Down2Fish's ability to continue as a going concern is contingent upon
its ability to increase revenue, improve operating efficiencies and raise
additional capital. Net losses for the nine- months ended
Services
Down2Fish was established with the aim of becoming a premier provider of seaborne adventures in the fishing charter industry. Our services are listed as follows:
• inshore/coastal fishing boat charter services; • offshore fishing boat charter services. • sight-seeing fishing boat charter services; and • custom fishing boat chart services. 6
In-shore fishing charters are an excellent way to experience deep-sea fishing
off the Florida
An offshore deep-sea fishing charter is designed to be an immersive experience.
Charters are all-day trips that travel up to eighty miles offshore to open
waters off the Florida
Sight-seeing charters specialize in taking customers out on local waterways on
guided tours of aquatic and terrestrial points of interest. This type of charter
works well in tourist destinations such as
Custom or special event charters are all-day trips designed to commemorate special events such as weddings, corporate outings, or birthday parties that can combine in-shore and off-shore fishing charters. Customers can choose from a variety of activities and sight-seeing options tailored to specific requests.
We intend to offer dolphin watching charters as the means to grow the Down2Fish
brand in the
We are also exploring possibilities for whale watching tours. North
Industry
The fishing charter industry consists of businesses that engage in services such as inshore/coastal fishing, offshore fishing, and tournament fishing. Operators provide charter boat services for individuals, parties, and companies. Operators may vary greatly in size, ranging from large operators with a fleet of vessels to single boat owner-operators and part-time charter companies.
A research report published by IBISWorld shows that over a five-year period to
2018, the fishing charter industry in
7
Growth in the fishing charter industry peaked in 2019 before stalling and
reversing course again with the onset of the COVID-19 pandemic that continued to
work against the industry in 2020. The
Inflation is measured by the Consumer Price Index generated by the
The fishing charter industry expects return to growth tempered by the residual effects of COVID-19 and inflation as increases in per capita disposable income will provide consumers with more discretionary income for recreational services.
Competition
While no single participant in the fishing charter business holds a dominant share of the available market, we do nonetheless face intense competition.
Competitors range from industry operators that maintain fleets of vessels, to single vessel owner-operators and part-time charter companies. Existing and prospective competitors have or could have advantages over us such as those competitors with greater name recognition, longer operating histories, deeper service offerings, larger customer bases, substantially greater financial or other resources. Many of our competitors offer fishing charters at a low-cost that may be difficult or impossible for us to match and are able to book fishing charters directly from their own e-commerce websites as compared to our reliance on third-party booking sites or services to accept payment, all of which are paid a fee for each engagement.
We are faced with a bevy of competitors in the
• Queen Fleet Deep Sea Fishing based in
business that has offered fishing charters for over sixty years. Service offerings include charters for up to 150 persons on "fishing party boats" for half day excursions, and on smaller charters for up to 85 persons on all day fishing excursions. The business maintains two of the larger fishing party boats and one vessel for all day fishing charter.
•
charters to fish for specific fish species, such as goliath grouper fishing or shark fishing. Service offerings also include a summer camp for children, night fishing and firework sight-seeing tours. Poseidon Fishing also offers merchandise and special pricing for time sensitive charters.
•
Gulf Coast that is operated by a single owner-operator with one custom built vessel. The business emphasizes its use of top fishing equipment and reliance on knowledge-based fishing derived from years of experience spent fishing in the area. 8
While this list of competitors is in no way exhaustive it does provide a snapshot of competition in the area and some of the distinguishing characteristics used by these competitors to attract fishing charters.
Our competitive weaknesses are tied to our limited operating history and the size of our operation.
Since we are relatively new to operating in the
Despite the nature of the fishing charter industry and our competitive
weaknesses, we believe that the services we offer today will continue to compete
effectively due to several factors. We have a team with excellent experience in
the fishing charter industry that provides the core strength of our workforce.
Aside from the synergies that exist in our carefully selected workforce, our
charters are guided by best practices in the industry. Our captain is at the top
of the range for expertise in running fishing charters. Another of our strengths
is our location in
Market Analysis
The fishing charter industry competes with a wide variety of other recreational activities that include non-fishing sightseeing, land-based recreation such as hiking, city sightseeing, and even sporting events. A research report published by IBISWorld reported that during the five years that preceded 2018, the industry lost ground to other forms of recreation as consumer preferences changed. The COVID-19 pandemic had a further chilling effect on the industry as prospective customers were bound to remain in their homes. However, a post-COVID-19 IBISWorld report on the fishing charter industry generated in 2021 forecasts that the industry is expected to realize annualized revenue growth through 2026 on the pretext that sustained economic growth will lead to an increase in consumer incomes which will enable more people to spend more money on recreational activities. Despite the latent recessionary fears, there is reason to believe that the fishing charter business is about to enter a consistent growth pattern in the face of competing recreational activities.
Marketing Strategy
Our marketing strategies are directed towards achieving specific objectives that support our strategic goals to create new market channels, increase revenue and grow market share. We will leverage off premier fishing charter experiences to win new customers and retain existing ones. Down2Fish maintains modern well equipped fishing charter vessels, experienced crews, a convenient location from which to embark on charters, and reliance on highly reliable payment platforms for payment. Our intention is also to work with brand and publicity consultants to help us map out publicity and advertising strategies that will help us reach our target market.
9
We expect to continue to make use of the following marketing and sales strategies:
• promote our business online via our official website and social media platforms
like; Instagram, Facebook, twitter, YouTube, Google, LinkedIn + et al;
• attend networking events; • offer Down2Fish branded merchandise online and aboard our fishing charters; • create a loyalty plan that will enable us to reward our consistent customers
especially those that introduce their friends and family members to our
business;
• advertise special prices; • place adverts on electronic media platforms; • sponsor relevant community-based events/programs; • advertise our fishing boat charter in our official website and employ
strategies that will help us pull traffic to the site;
• promote our business on fishing charter booking sites such as Fareharbor,
Travelocity, and FishingBooker; and
• dress crew members in branded shirts with our company logo.
Our pricing is similar to the average price of what is charged for a fishing charter. While we do not charge more than our competitors, we do not charge less. Nonetheless, we do intend to offer discounts on our fishing charters for special events, and to reward loyal customers especially for referrals to our business.
Our facility to accept payments is all inclusive, as we are quite aware that different customers prefer different payment options such as:
• payment via bank transfer • payment with cash • payment via Point-of-Sale Machine (POS) • payment via credit card. Governmental Regulation
Our business is subject to extensive federal, state, and local regulations that
govern fishing charter businesses in
The captain of a saltwater fishing charter must comply with
10
We are also subject to city and county business license requirements.
Our failure to comply with the rules and regulations that govern fishing charter businesses could result in substantial penalties. Since such rules and regulations are frequently amended or interpreted differently by regulatory agencies, we are unable to accurately predict the future cost or impact on our business in complying with such laws or ultimately what cost or impact compliance or otherwise will have on us. Nevertheless, we do believe that our business is currently in regulatory compliance with those rules and regulations incumbent upon us.
Environment
We seek to comply with all applicable federal, state, and local statutory laws
or regulations concerning the preservation of our environment. The
Magnuson-Stevens Fishery Conservation and Management Act ("MSA") is the primary
federal law governing marine fisheries management in federal waters up to two
hundred nautical miles off the
Expenditures for compliance with federal state and local environmental laws have not had, and are not expected to have, a material effect on our business.
Employees
The only employees as of the date of this Report is our chief executive officer though we do have a compensation arrangement with one of the managers of Down2Fish. We plan to hire additional persons on an as-needed basis and have engaged an outside accountant to assist us in the preparation of our financial statements.
11 Risk Factors
You should carefully consider the risks and uncertainties described below and the other information in this Report. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline, and you could lose all or part of your investment. This Report also contains forward-looking statements that involve risks and uncertainties. See "Forward-Looking Statements." Our actual results could differ materially and adversely from those anticipated as a result of certain factors, including those set forth below.
Risks Related to Our Business and Operations
Unless we acquire new customers and retain existing customers, or fail to do so in a cost-effective manner, we may be unable to increase revenue, improve gross margins, or achieve a profit.
Our success depends on our ability to acquire new customers and retain existing customers in a cost-effective manner. For us to expand our customer base, we must appeal to, and acquire customers who have historically purchased fishing . . .
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