- $180K+ in pre-orders representing 1,200+ pre-sold cameras
- Named one of the three most promising startups in Canada in 2015
- 20+ distribution requests received from distributors, re-sellers, and wholesalers (LOIs secured)
- IP portfolio includes six pending patents
- Investors include Telluride Venture Accelerator
- Amount raised:
- Seed :
- Minimum Investment: US $500 per investor
- : Crowd Note
- US $3,000,000 :
- Side by Side Offering
GoFish Cam is on a mission to make the underwater experience easily accessible to every angler.
Much of the fishing experience takes place underwater. GoFish Cam, however, can help reveal:
- How a fish reacts to bait or lure
- What species are on the fish finder
- Where fish are hiding in the structures below
- Whether there are even fish below
- What’s that big one that got away
GoFish Cam is a Kickstarter-backed hardware and mobile technology company that has developed an underwater camera that sits on an angler's fishing line. The camera works with a mobile application that lets its users review, edit, and share their footage.
Anglers can easily review their footage to help justify their decisions, cut out guessing time, and be more effective while fishing. GoFish Cam aims to give anglers the chance to learn from their experiences by supplying data from which they can learn more about what happened and why. Furthermore, their mobile platform allows anglers to leverage others' experiences to plan their next outing.
What the press is saying*
“GoFish Cam is really more of a specialty camera. Fisherfolk will find it useful as far as improving their chance of catching something” - Digital Trends
“The GoFish Camera . . . ties into a fishing line behind the hook, allowing fishermen to capture the moment a fish snatches the bait and becomes hooked. It can be used in water up to 150 metres deep” - DailyMail
“Seeing visual evidence of a strike through the lens of a GoFish Cam will open your eyes.” - Wide Open Spaces
“ [GoFish Cam] beat out more than 3,300 competitors to claim one of three Most Promising Startup awards” - Globe & Mail
*The above individuals were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.
Join CEO and Co-Founder Brandon Austin for an investor event on Wednesday, March 22nd at 6:30 PM CT to learn more about the company.
RSVP here: https://gofishcam.splashthat.com/
GoFish Cam is an enhanced camera that has been uniquely designed for fishing. Specifically, the camera records in 1080p HD, has night vision, can go 150M underwater, and has been designed with a stabilized fin to prevent the camera from spinning or shaking or affecting the fishing line. Additionally, the camera was designed to have neutral buoyancy so that the camera will not float or sink an angler's line, which could affect how lure or bait is supposed to present itself.
The GoFish Cam works with a custom mobile application. The mobile app lets anglers easily review, edit, and share their camera footage. Furthermore, GoFish Cam developed a platform that enables users to see data about their own and each other’s fishing experiences.
The business model of GoFish Cam is initially built on the sales of the cameras, for which gross margins are approximately 60% and which GoFish Cam believes will increase to over 70% gross margins at scale. They intend to first sell online to build an initial user base as well as to develop their brand. They then intend to engage with multiple online marketplaces and re-sellers. They plan to scale into retail/distribution to further grow once they have developed their brand and established a user base. Their long-term goal (after developing a significant enough user base) is to shift their business model from being built on camera sales to monetizing on data, content, and the mobile app.
GoFish Cam has six pending patents that focus on its unique designs and technologies. The portfolio is comprised primarily of design patents with a couple utility patents.
GoFish Cam's initial product is a wireless action camera that is compatible with a mobile app. Moving forward, their goal is to release multiple accessory packs that will be compatible with all camera models. After the release of these accessories, their plan is to launch GoFish Cam 2.0, a more enhanced and innovative fishing camera that will collect and share more data about the fishing experience to users while also enhancing the mobile platform to enable more possibilities for anglers.
Their current product line consists of one camera: The GoFish Cam (retail price $184.95), which has the following key benefits:
- Strong leader lines
- Night vision
- Neutral buoyancy
- 150M depth
- Stabilized, intuitive design
- Mobile Integration via WiFi
GoFish Cam was founded by two brothers, Ryan and Brandon Austin. They've spent their entire lives fishing. Ryan and Brandon grew up fishing on the lakes in Ontario, Canada and deep sea fishing with their family from Costa Rica. In the summer of 2014, Ryan was on a fishing trip in Trinidad. He was on the back of a boat with some locals when all of a sudden one of the locals had a MASSIVE fish on the line! He battled it for what seemed like forever, until suddenly, the fish just got off. Everyone on the boat had so many questions: what kind of fish was it, how big was it, what should they do, should they go back? Ryan called Brandon to tell him the story, as he knew he’d appreciate the fishing tale. Within months, GoFish Cam was born.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
|Terms & Description|
|Investor Types||Accredited Only||Accredited and Non-accredited|
|Round size||US $400,000||US $400,000|
|US $50,000||US $100,500|
|Minimum investment||$20,000||US $500|
|US $100,000||US $100,000|
|US $3,000,000||US $3,000,000|
- Invest $5,000 - Receive two GoFish Cams. (~$380 value)
- Invest $20,000+ - Receive two GoFish Cams and join the founding team for their promotional filming and fishing trip in Costa Rica. Accommodations and fishing expenses are included, airfare is not included. (~$4,500-$6,000 value)
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The financial statements of the Company may be found below in the Data Room and in Exhibit B to the Form C. The financial statements have been prepared in accordance with generally accepted accounting principles and have been reviewed by Artesian CPA, LLC.
GoFish Cam, Inc. began operations in November 2015. They have not yet begun their core business and have not begun delivery of their core product.
Results of Operations
For the year ended December 31, 2015, the Company did not record any revenues and had no operating expenses to speak of.
To date, the Company has relied on outside financing and pre-sales of their product. The Company received an investment of $30,000 from the Telluride Venture Accelerator and a $60,000 grant from the Ontario Centres of Excellence SmartSeed Fund. They have also pre-sold products through Kickstarter and Indiegogo, raising $101,041 and $118,186 respectively in deferred revenue. These funds will be recognized as revenue when they ship products to the campaign backers.
The Company anticipates that it will first begin sales resulting in the recognition of revenue in January 2017. Some of that revenue will be recognition of pre-sales that are currently considered deferred revenue. They anticipate that most of the sales in the first quarter of 2017 will come from direct to consumer sales through their own website. As the year goes on, they anticipate bringing on small distribution and online-reseller partners who they anticipate would account for approximately 20% of their total 2017 sales. They believe that by 2019 they will have fully-established the market interest in their product and will bring on large distribution partners.
The Company anticipates beginning to acquire inventory of product beginning in May 2017. They have a current order for 5,000 units with their manufacturing partner. The acquisition of this inventory will be partially financed by the manufacturing partner.
Liquidity and Capital Resources
As of December 31, 2015, the Company had cash on hand of approximately $24,980. As of the end of September 2016, the Company had approximately $76,460 in cash on hand. The increase in cash on hand was driven by pre-orders of their product and issuance of convertible notes. As of November 21, 2016, the Company has issued approximately $222,500 in convertible promissory notes in 2016.
This Offering of securities under Regulation CF will expand the Company's available cash resources. At the current burn rate of approximately $20,000 per month, along with the total authorized raise of $400,000 in the sale of convertible promissory notes, they will have a runway of approximately 40 months if they raise $400,000 in this Offering.
The Company anticipates that the acquisition of certain tools and molds to create their product will cost about $50,000.
The Company is not subject to any outstanding loans or debts other than those identified its prior offerings of securities. They do anticipate incurring short-term debt to finance the acquisition of their initial inventory.
The financial statements and condition of the Company in this Offering Memorandum describes the financial condition of the Company prior to the Company beginning sales of its core product. They anticipate that sales will begin in the first quarter 2017.
Prior offerings of securities
Since it began its operations in 2015 and issued its common stock to its founders, the Company has engaged in one prior offerings of securities utilizing the exemption provided by Rule 506 of Regulation D.
• As of November 21, 2016, the Company raised $222,500 through the sale of its convertible promissory notes.
The Company has not obtained any third-party valuations. The valuation of the Company for this Offering was determined by management.
In 2013, there was a recorded 40 million licensed anglers in the United States of America alone, who spent more than $45 billion in retail sales. With approximately 74.5 million licensed anglers worldwide, GoFish Cam estimates that the global market opportunity for fishing retail can be estimated at over $80 billion. GoFish Cam targets anglers in the sport and recreational fishing industry that generates more than $90B in economic output in North America. The Company plans to serve an available market of $1.91B worldwide and $1.14B in North America.
The Company further defines its customers into segments through customer discovery to identify a primary “first adopter” in the market:
- Male anglers between the ages of 25-55 years old,
- Household income of over $75,000,
- Fish at least once per week.
Based on these demographics the Company estimates its initial target market is sized at $154M globally and $91.9M in North America. They believe that this strategy allows them to target a more defined user, providing the Company an opportunity to foster a quick network effect to grow into the larger underwater camera segment.
Direct competition includes Strike-Cam and WaterWolf. Indirect competition consists of companies such as GoPro, fish finder companies, and wired underwater fishing cameras such as the Aqua-Vu.
The Company believes that GoFish Cam differentiates itself by focusing on the fishing industry and the angler user. GoFish Cam built their product to be more than just a camera. They believe that their system gives anglers the ability to make use of the content they capture and learn from that data (e.g., knowing how fish are reacting to their baits/lures, knowing what species are popping up on their fish-finders, knowing where fish are hiding in structures showing on their depth-finders, and more).
We rely on a small management team. We depend on the skills and experience of our officers, Brandon Austin and Kieran Howlett. Brandon Austin is also the sole Director of the Company. Each officer brings a different skill set to the Company. If we are not able to call upon one of these officers for any reason, our operations and development could be harmed.
We will need to hire additional employees. We will need additional marketing and business development personnel to continue to grow. Hiring additional employees will increase the Company’s costs that may not be offset by increased revenues. Additionally, there is no guarantee that we will be able to find the right talent to meets our needs.
We have not yet established an extensive operating history. We first organized as a company in 2015. Since then, we have engaged in donation-rewards crowdfunding campaigns on Kickstarter and Indiegogo and worked to enlarge our customer base, engage new partners, and refine our product. There is no guarantee that we will be able to maintain and grow our customer base and partnerships. Should the Company not be able to grow, its financial results and operations may be negatively impacted.
Our financial statements contain a going concern opinion. As identified in our financial statements, the Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, or obtain additional capital financing from investors.
We face competition from larger companies with greater access to resources. We are a new entrant into the smart camera market. We decided to focus on a segment of that market that has so far only attracted limited interest. However, should any larger, more established companies decide to enter this market segment, we may not be able to effectively compete.
Our software could be a target for hacking or information theft. Our product includes a smartphone app that allows users to create accounts and link to the camera. If we do not continue to monitor security threats to this app, or take measures to mitigate those threats, we could experience material financial losses, reputational damage, and legal expense.
We are selling convertible notes that will convert into shares or result in payment in limited circumstances, and in certain circumstances only at the option of the Company. These notes do not have a maturity date and only convert or result in payment in limited circumstances. If there is a merger, buyout or other corporate transaction, investors will receive a payment of two times their purchase price. This amount is not adjusted for interest and will be the same amount regardless of when the transaction occurs. If there is a qualified equity financing (and only a financing using preferred shares will count for this purpose), the conversion price will be set for conversion into non-voting shares of a to-be-determined class of preferred stock. Only major investors will have their notes converted at this time; notes held by non-major investors will only convert at the sole discretion of the Company or in the event of subsequent corporate transaction. Further, the notes convert at a discount of 20%, or based on a valuation cap meaning investors would be rewarded for taking on early risk compared to later investors. But you won’t know how much your investment is worth until that happens. The outside investors at the time conversion, if any, might value the company at an amount well below $3 million valuation cap, so you should not view the $3 million as being an indication of the company’s value. If you choose to invest, you should be prepared for the fact that your notes will never convert and will have no value.
There is no current market for any of our securities. There is no formal marketplace for the resale of securities sold under Regulation CF, and it is unlikely that such a marketplace will ever form. Additionally, there are restrictions on how these securities may be resold for a period of one year following their purchase.
We will need to raise additional funds in the future. We are still in development stage and will require additional capital contributions in the future to sustain and grow our operations. When we do seek additional capital contributions, there is no guarantee that such funding will be available at the time. Further, if we do receive additional capital contributions in the future, the terms of such an offering may not be favorable to us, and may result in your investment being worth less than that of future investors.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company’s employees, including its management. You should carefully review any disclosure regarding the company’s use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company’s board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive shares, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by GoFish Cam. Once GoFish Cam accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to GoFish Cam in exchange for your shares. At that point, you will be a proud owner in GoFish Cam.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or government-issued identification
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, GoFish Cam has set a minimum investment amount of US $500.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own shares after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these shares. Right now GoFish Cam does not plan to list these shares on a national exchange or another secondary market. At some point GoFish Cam may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when GoFish Cam either lists their shares on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is GoFish Cam's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the GoFish Cam's Form C. The Form C includes important details about GoFish Cam's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, let SeedInvest know by emailing firstname.lastname@example.org. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your shares have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please email us at email@example.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.