|1||Founded by U.S. Marine Special Operations Water Survival Specialists & USC Executive MBAs.|
|2||Trained top athletes worldwide — incl. Olympic swimmers, UFC fighters, Pro Surfers and NFL players.|
|3||307 athletes, 52 certified instructors, and growing!|
|4||Advisors incl. David Marsh, U.S. Olympic swim coach with most wins in swimming history as a coach.|
|5||Fitness programs accredited through ACE, NASM, AFAA.|
|6||Secured publishing deal for "F.R.E.E. Your Mind" book to be distributed in 2021.|
|7||Featured on ESPN, Fox Sports, Sports Illustrated, Business Insider, Men's Journal, and more.|
I invested in Deep End Fitness because I believe that a positive global shift in water confidence will empower and save lives. Deep End's F.R.E.E. principles and experiential learning are unlike any other fitness program I've ever participated in and a competitive advantage in the aquatics industry. Prime, Don and the Deep End Fitness team have demonstrated a positive, will-do attitude from our first interaction and their traction and growth demonstrate their ability to take Deep End Fitness worldwide. I'm proud to be an investor and firm believer in what this team will accomplish and couldn't be any more excited to lead this investment.
Introducing Deep End Fitness (DEF) and the Underwater Torpedo League (UTL), a corporation, with a mission to create a global positive shift in water confidence through elite athletic and mindset training, events, and aquatic team sport.
The Underwater Torpedo League is a gladiator sport that was created as an aquatic training tool to build water confidence, shifting the focus of being uncomfortable underwater, to better-controlling your stress and anxiety levels while accomplishing a specific task or goal, this translates in and out of the water!
Deep End Fitness is the training arm that utilizes the principles of F.R.E.E. (Focus, Relaxation, Economy of motion, and Efficient breathing) to train all different types and levels of athletes to gain these benefits without actually playing the sport. We incorporate functional fitness with aquatics training.
The WeFunder Campaign will be raising funds for both sub entities.
The niche fitness market is on the rise with companies such as CrossFit, Soul Cycle, and Club Pilates bringing in over $595B in 2017, and while there are over 10 million existing commercial and residential pools in the United States, the majority of these pools are being underutilized. We plan to tap into these pools and bring not just revenue but excitement and interest back into the water. Today, we have built a network of 25 pools across the nation with athletes from UFC, NFL, Pro Swimming, Pro Surfing, and Olympians that use our training programs and F.R.E.E. operating system.
As awareness for mental and physical health increases, people’s wellness mindset is constantly looking for innovative solutions to strengthen their bodies and minds, and with that, athletes of all levels are looking for new and challenging ways to give them the competitive edge physically and mentally without breaking their bodies.
With Deep End Fitness and the Underwater Torpedo League being the first of its kind, we hold the Greenfield Opportunity to penetrate and disrupt not only the aquatic fitness market but the health and fitness market as a whole.
Paying It Forward
After both getting out of Special Operations in 2017, we took the training principles we learned during their time in the military, combined with proven techniques we developed to strengthen and train athletes of all levels from non-swimmers to professional athletes, not just physically, but mentally as well. "Concentration and mental toughness are the margins of victory" - Bill Russell
Since 2010, we have been working together from the toughest to the best of situations, from the vigorous training to becoming a Marine Raider, life or death situations overseas, to now founding and growing this intentional training program and community together. We are dedicated to each other and the mission of creating a positive shift in the world.
Taking the lessons learned from the military and as entrepreneurs, we have combined it with our college education to mitigate risks and increase our probability of success. We both have graduated from or are currently attending the USC Executive MBA Program and have taken the company through the San Diego Sports Innovator Incubator Program. A program in which we graduated through a year-long process of due diligence, pitches, and mentorship from an incubator and accelerator program full of sports and active lifestyle mentors. We fine-tuned the business model and scalability with DEF and UTL and graduated the program at the beginning of 2019. This gave us the credibility and experience to bring what we have learned and proven, to every sport organization, industry leader or team to drive physical and mental gains.
We are tapped into credible networks around the world from the military special operations community, the Olympic network via Coach Marsh and Team Elite, Olympic foundation member network, USC Trojan Network, as well as a community of athletes from all different sports that creates a force multiplier in different cities. For example, UFC network and headquarters in Las Vegas, Surfer Network in Orange County and Hawaii, CrossFit network is nationwide, and Influencer network throughout Los Angeles.
"The Underwater Torpedo League and Deep End Fitness is a great way to get and stay in shape. It tests the competitors’ strength, swimming skill, breath control and teamwork. "Prime and Don are ideal ambassadors for the sport, which deserves a wider audience." John Naber, 5x Olympic Medalist & U.S. Olympic Foundation
Our competitive advantages lies in three main factors.
1. Our proven training techniques that boost mental and physical capabilities regardless of athletic level.
2. The ability to lock on community and municipality pools nationwide.
3. Our team and network.
Over the last three years, we have attracted professional athletes from all over Southern California and in the areas of expansion (Hawaii, Vegas, Miami, Austin, Bay Area, and more). These pro athletes attract more swimmers and athletes at all of our training locations, which grow our instructor base, and feed into our train the trainer licensing affiliate model.
We’re helping individuals and athletes build mental strength and resiliency. Now more than ever people are looking for a way to better manage stress and anxiety in their everyday lives. Our program builds mental capacity through a systematic building block approach: crawl, walk, run, fly.
Our training program is beneficial to athletes of all ages and experience levels in every sport. Every athlete can see massive improvements from gaining and maintaining focus, better stress management during clutch games and trials, improving their economy of motion and improving their breathing. We currently train athletes from the NFL, UFC, Pro Surfers, Triathletes, members of the Military Special Operations Community, and young athletes looking to improve their overall confidence.
The biggest benefit from our training is the mental strength built from managing stress levels. Everyone has a certain amount of anxiety when they go underwater and has the urge to come up for a breath of air, but understanding their limitations and controlling that stress and anxiety build strength that directly translates to other parts of their lives.
According to the CDC, chlorine eliminates virus and bacteria. At every session, we implement additional safety regulations with the pool staff and our instructors to keep a safe social distance from all attendees by limiting the number of athletes per lane, exercise additional hygiene standards by mandating rinsing prior to entering the pools, and providing sanitation stations throughout the pool deck and bathrooms. With majority of pools being outdoors, we will still be able to operate and provide people with a great workout even with gym closures in a safe and controlled environment.
UTL and DEF is a primarily service-based company that currently earns revenue through the recurring monthly subscription model. Our athletes pay to train at our facilities with classes run by our diverse and experienced coaching staff. DEF offers online programs that cater to the same demographics of athletes, they are available for individuals in areas we currently have not expanded to. We have also grown our Instructor Certification Program (Athletics and Fitness Association of America, National Academy of Sports Medicine, and American Council for Exercise accredited) to 56 instructors nationwide and growing, this not only brings revenue into the company but also promotes the national expansion program anywhere there are certified instructors. This will fuel and drive key cities to target as we continue to grow.
In proving our training method, we have written a guidebook on utilizing our operating system of F.R.E.E. that has a publishing deal through Morgan James Publishing and will hit major outlets by April 2021.
Our first product, the torpedo, is launching November 1, 2020 and behind that will be a “Game in a Box” giving us the ability to deliver the complete package to any pool to play UTL including underwater buzzers, goals, and the game rule sheets. This will provide a steady additional revenue stream and compliment our national expansion plan. With current content media deals (Eleven Sports Network, Anthem Media Group) and many on the horizon, UTL will soon be a spectator sport that will gain multiple additional revenue streams such as licensing for merchandise, sports channels, and content distribution.
Despite COVID hitting our company hard and closing most of our pool locations down during the height of the quarantine our company has still managed to increase our revenues each year and continue to grow. With pools reopening nationwide, our growth potential will continue to rapidly climb by opening new training locations in 5 key cities where there has been significant demand signal by mid 2021.
*These are forward looking projections and are not guaranteed
With COVID restrictions slowly lifting around the United States and as people are eagerly waiting to get outside and be active again, current Deep End Fitness locations are at max capacity, and the demand signal for expansion is at its peak. As pools start to open up around the country, we have started to launch demos and instructor training in key cities, which are the first steps in launching a program, and finding and mentoring licensees. This also opens up an opportunity for us to push our product line starting with the UTL Torpedoes to compliment the expansion.
Current Traction and Company Growth
Now we are now ready to hit the ground running, and we need your help to grow UTL and DEF. We have assessed and confirmed the high demand signal for our programs throughout multiple cities in the United States and positioned the company to be ready to act and grow the community. We have coordinated with pool facility managers within these areas and we are awaiting approval from the city to launch the concept once it is deemed safe and opportunistic post-COVID by government agencies and our own internal network of executives and advisors. Only once we receive green lights from the City and industry experts, as well as gather positive data around other similar concepts performance, will we responsibly launch the pool expansion to meet the demand for meaningful places of growth and community.
Deep End Fitness has financial statements ending December 31 2019. Our cash in hand is $9,753, as of November 2020. Over the three months prior, revenues averaged $8,397/month, cost of goods sold has averaged $1,448/month, and operational expenses have averaged $11,922/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Deep End Fitness and the Underwater Torpedo League trains and facilitates water confidence through elite athletic and mindset training, events, and aquatic team sport.
We hope to take UTL to the Olympics as a demonstration sport in 2024 and as a competition sport in 2028 in LA where the theme is "Innovation" and the motto is "Together We Create the Future". We will do this by expanding the UTL|DEF footprint and training in North America and to additional continents (Australia, Asia, and Europe) via a licensing model, similar to the CrossFit Affiliate model, but with an option for additional help/ resources to the licensee. These projections are not guaranteed.
Underwater Torpedo League Inc was incorporated in the State of Delaware in March 2020.
The formation was a result of a merger with Deep End Fitness LLC and Underwater Torpedo League LLC, with Underwater Torpedo League Inc being the surviving entity.
Since then, we have:
Historical Results of Operations
Our company was organized in March 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.
Related Party Transaction
Refer to Question 26 of this Form C for disclosure of all related party transactions.
Liquidity & Capital Resources
To-date, the company has been financed with $369,314 in debt and $150,000 in convertibles.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 10 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 12 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
Underwater Torpedo League Inc cash in hand is $9,753, as of November 2020. Over the last three months, revenues have averaged $8,397/month, cost of goods sold has averaged $1,448/month, and operational expenses have averaged $11,922/month, for an average burn rate of $4,973 per month. Our intent is to be profitable in 8 months.
Since December 31, 2019, COVID has took a significant blow on our company due to the closure of our pools and training locations. As pools are reopening we are capitalizing on the opportunity of individuals and athletes seeking to get outside and get a great workout in a safe and controlled environment. With our current pools open, we are hitting capacity for each class and we hope to continue to do so in the coming months.
Even with COVID constraints our company is still increasing revenue from the previous years. With pools reopening and the national expansion, we hope to bring in around $250,000 in 6 months with expenses rising to around $150,000 (in total).
We have multiple alternative sources of capital: the company has military business loan benefits, lines of credit, and available balance on our company credit card.
As for covering finances in the short term, we are still bringing in revenue so we plan to continue running operations with a lean model minimizing our costs for marketing and holding off on any big purchases for merchandise and torpedoes until we are funded. We still have enough merch to last us a few months and over 1,200 torpedoes we can still sell.
COVID-19. COVID-19 may pose a risk as it puts cities into shelter in place and limits fitness and pool activities. Government regulations that we are subject to could change at any time. COVID-19 scares could possibly shut the government down and push plans back.
Brittany Hall, Zach Adamson and Nikolai Suvorov are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.
Insufficient Capital. The Company’s capital is limited. Unless future capital is raised in future offerings, the Company may be unable to carry out its full business plan. The Company may also be unable to open future locations and carry out its business plan as a result of cost overruns or other unforeseen circumstances. If such circumstances occur, there can be no assurance that other funds will be available or available on acceptable terms for the growth of UTL & DEF and the other expenses that will be incurred in carrying out the business plan.
Future Team Members. Employees, officers and directors of the Company are a group of highly qualified professionals and are integral to the success of the Company. The Company’s ability to attract and retain qualified, motivated and talented staff contributes to the Company’s success and failure to recruit and retain such persons might have a material adverse effect on the performance of the Company.
Dilution. To carry out its business plan, the Company will likely need to raise capital in the future in addition to 2020 offerings. Such additional capital may be raised through the sale of securities with a price less than, and rights superior to, those offered to the investors in the Offering. The investors in the Offering will not have any preemptive rights to invest in future securities offerings of the Company. As a result, the Shares may be diluted, perhaps substantially, by other investments in the Company.
Reliance on Management Team. The Company is dependent upon the efforts of the members of its management team. If the services of those members cease to be available to the Company, or become available to competitors, this could have a material adverse effect on the business, financial results and prospects of the Company.
Competitive Marketplace; Industry Risks. The Company generates the majority of its revenue from a single industry and, will be in a single geographic market. An investment in the Company could be considered an undiversified investment with a high concentration of risk. The business of providing location based health and fitness of the type contemplated by the Company is competitive. The Company will be competing for market share in that field against other providers, some of whom are more established and better financed than the Company. The market for such experiences may also be subject to negatively impacted by general economic trends, global pandemics, downturns at times of heightened terrorism concerns, and competition from the emergence of new forms of entertainment, among other such risks.
No Assurance of Profit or Distributions; Long-Term Investment. There can be no assurance that the investments of the Company will be profitable or that any dividends or other distributions will be paid to the investors. An investment in the Company is a long-term commitment and there is no assurance of any distribution to the investors prior to or upon liquidation of the Company.
Unequal Dissemination of Information. In the normal course of business, it is anticipated that the Company’s management team conduct meetings, provide reports or otherwise share information with investors and potential investors with varying degrees of frequency and specificity or at various points in time. As a result, certain investors may receive a greater depth of information than others regarding the Company’s activities.
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