What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-04-22 compared with 2021-03-31 · 50 added, 372 removed, 2 unchanged (100% of the section changed)

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Company’s common stock is quoted on the OTCQB tier of the OTC Markets under the symbol “BWMG”.

2021, the closing sale price of our common stock was $.06 per share.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common

stock is quoted on the OTCQB tier of the OTC Markets under the symbol “BWMG”.

On April 19, 2022, the closing sale

price of our common stock was $0.0425 per share.

of Common Stock

of March 31, 2021, the Company had approximately 390 shareholders of record.

As of April 19, 2022,

the Company had approximately 391 shareholders of record.

have not paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future.

intend to retain any earnings, if any, to finance the growth of the business.

We cannot assure you that we will ever pay cash

Whether we pay any cash dividends in the future will depend on our financial condition, results of operations and other

factors that the board of directors will consider.

In addition, under Florida law, we may declare and pay dividends on our capital

stock either out of our surplus, as defined in the relevant Florida statutes, or if there is no such surplus, out of our net profits

for the year in which the dividend is declared and/or the preceding year.

If, however, the capital of our company computed in

accordance with the relevant Florida statutes, has been diminished by depreciation in the value of our property, or by losses,

or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all

classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits

any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and

outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

of Unregistered Securities

addition to unregistered sales of securities previously disclosed under prior reports, during the period covered by this report

we sold the following securities that were not registered under the Securities Act:

December 15, 2020 the Company issued 2,100,000 shares of restricted common stock to an investment bank for investing banking and

business advisory services.

The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of

the Securities Act.

October 31, 2020, the Company issued 1,050,000 shares of restricted common stock to a consulting entity under the terms of a consulting

The entity is controlled by the Company’s chief executive officer.

The shares were issued pursuant to the exemption

from registration provided by Section 4(a)(2) of the Securities Act.

On February 22, 2021 the Company issued 422,209 shares of its common stock to the holder of a $10,000 principal amount

convertible promissory note in full satisfaction of the principal and interest of $14,777 due thereunder at a conversion price of $0.035

The recipient was an accredited or otherwise sophisticated investor and the issuance was exempt from registration under the

Securities Act in reliance on an exemption provided by Section 3(a)(9) of such act.

On March 1, 2021 the Company entered into an Investor Relations Consulting Agreement with BGM Equity Partners, LLC

pursuant to which the Company engaged the firm to provide investor relations services.

As compensation the Company issued the consultant

3,000,000 shares of its common stock, valued at $120,000.

The recipient was an accredited or otherwise sophisticated investor and the

issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of such act.

March 25, 2021 Charles F.

Hyatt, a member of the board of directors, purchased 27,500,000 shares of restricted common stock at

a purchase price of $0.01 per shares for aggregate proceeds of $275,000 in a transaction exempt from registration under the Securities

Act in reliance on an exemption provided by Section 4(a)(2).

The Company did not pay any commissions or finders fees and is using

the proceeds for working capital.

Financial Data.

not required by smaller reporting company.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

and 2020 Highlights

can be seen by our 2020 revenue growth, the Company’s mission of providing a platform that encourages innovation

and growth in both the people we employ and the companies that we own with a goal of creating sustainable shareholder value is

being brought to fruition.

We believe that we are changing the way that people will approach the next atmosphere, by providing

innovative, portable and easy to use surface supplied air products that will allow the users to explore what is below the surface.

In 2020, our total revenue increased 53.5% over 2019.

This growth includes 12.6% of total revenue coming from the BluVent project,

which will not be a recurring revenue source.

In 2020, BLU3 shipped its 1,000 th Nemo portable dive system.

In 2020, unit sales from Brownie’s Third Lung increased 24.4% over that of the prior year.

In 2020, the Company increased its gross margin from 15.1% to 32.1%.

In 2020, the Company’s common stock was approved for quotation on the OTCQB Venture Marketplace which we believe will increase

its visibility to investors and financial professionals.

Opportunities, Challenges and Risks and 2021 Outlook

of COVID-19 Pandemic

continues to be worldwide impact from the COVID-19 pandemic.

While we have been relatively successful in navigating such impact to date,

we have previously been affected by temporary manufacturing closures, and employment and compensation adjustments.

There are also ongoing

related risks to our business depending on the progression of the pandemic, and recent trends in certain regions have indicated potential

returns to limited or closed government functions, business activities and person-to-person interactions.

Global trade conditions and

consumer trends may further adversely impact us and our industries.

For example, pandemic-related issues have exacerbated port congestion

and intermittent supplier shutdowns and delays, resulting in additional expenses to expedite delivery of critical parts.

Similarly, increased

demand for personal electronics has created a shortfall of microchip supply which are used in our battery powered products, and

it is yet unknown how we may be impacted.

cannot predict the duration or direction of current global trends from this pandemic, the sustained impact of which is largely

unknown, is rapidly evolving and has varied across geographic regions.

Ultimately, we continue to monitor macroeconomic conditions

to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure

requirements globally and deploy our production, workforce and other resources accordingly.

and Snorkeling Industry

increased for the legacy SSA products by 31.3% in 2020 as compared to a reduction in participation in scuba diving 4.7% for 2020 according to a study

done by the Sports, Fitness Industry Association (“SFIA”) published in first quarter 2021.

The SFIA estimated

there were 2.6 million participants in the U.S.

scuba diving market in 2020.

According to a report published by the Dive Equipment Manufacturing

Association (“DEMA”) in first quarter 2021, there were approximately 87,000 new participants in U.S.

diving market

in 2020 as compared to approximately 151,000 in 2019 .

DEMA attributes the drop in new open water certifications in 2020 to the

contrast, the SFIA study indicated that participation in snorkeling increased by nearly 1% in 2020 as compared to 2019 with estimated

participation of 7.7 million in the U.S.

The BLU3 Nemo product was designed to capture this market with its convenience, portability

and ease of use.

With the further introduction of the next generation product for BLU3, the Nomad, the Company will continue to

have the opportunity to grow market share in the U.S.

and worldwide.

global luxury yacht market is estimated to reach $6.5 billion and is poised to grow at a CAGR of 11% from 2020 to 2024, according

to Technavio in their industry report dated November 2020.

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.

Pressure Compressor Line

exclusive L&W agreement has been underutilized asset within the Brownie’s product family.

According to Allied

Market Research report published in February 2018, the North American high pressure compressor market is $880 million growing

at an estimated compound annual growth rate (“CAGR”) of 3%.

The L&W line of products distributed by LWA, offer

superior technology at a very competitive price, showing an ability to gain market share with enhanced efforts to expand distribution

beyond the diving and marine industries.

Company expects to continue to distribute the L&W compressors through its YachtPro, and BIAS systems, but will be expanding

its distribution footprint into the non-marine related distribution channels that should expand the Company’s market reach

of Operations

our net revenues increased 53.5% in 2020 from 2019, which included an increase of 61.3% in net revenue from sales to third

parties and an increase of 26.5% in sales to related parties.

Our cost of revenues in 2020 was 67.9% of our total net revenues

as compared to 84.9% in 2019.

Included in our cost of revenues are royalty expenses we pay to Mr.

Carmichael which increased

33.9% in 2020 from 2019.

We reported a gross profit margin of 32.4% in 2020 as compared to 15.1% in 2019.

following tables provides net revenues, costs of revenues which is exclusive of the royalties we pay Mr.

Carmichael, and

gross profit margins for our segments for 2020 and 2019.

Ended December 31,

Legacy SSA Products

High Pressure Gas Systems

Ultra-Portable

Tankless Dive Systems

of revenues as a percentage of net revenues

Ended December 31,

Legacy SSA Products

High Pressure Gas Systems

Ultra-Portable Tankless Dive Systems

profit(loss) margins

Ended December 31,

Legacy SSA Products

High Pressure Gas Systems

Ultra-Portable Tankless Dive Systems

SSA Products segment

increase in net revenues from this segment for the year ending December 31, 2020 as compared to the same period in 2019

can be attributed to increased demand at the consumer level with a 59.9% increase and the affiliate level with a 47.4% increase.

Dealer sales also grew by 16.5% for the year.

This is a direct result of our shift to online marketing targeted consumers directly.

Additionally, our marketing partnerships targeted consumers and sent them directly to our dealers.

The Company improved dealer

incentives via extended payment terms up to 120 days to expand the product offering within their stores also attributed to the

overall increase of 31.3% in revenue for this segment for the year ended December 31, 2020.

costs of revenues as a percentage of net revenues in this segment decreased from 84.2% to 65.1% for the year ended December 31, 2019 and 2020 respectively.

The improved cost of sales, and in turn product margin, can be

attributed to a change in the customer mix to include more profitable, direct to consumer sales.

Additionally, dealer margin

improved from 15.4% to 25.8% for the years ended December 31, 2019 and 2020, respectively with the restructuring of the dealer

programs which increased the margin for the Company.

breakdown of the revenue channels for this segment are below.

Direct to Consumer represent items sold via our website, trade shows and

walk-ins to our factory store.

Dealer revenue represents sales to customers that we have dealer agreements that typically operate

with the lowers margin.

Affiliates are resellers of our products that are not in a formal dealer arrangement.

Other represents all other

sales that do not fit in any of the categories.

Direct to Consumer

(website included)

$ 631,990 59.9

1,348,352 16.5

$ 2,073,330 31.3

Pressure Gas Systems segment

of high-pressure breathing air compressors were suppressed during the year ended December 31, 2020 as compared to 2019,

primarily due to the effects of the COVID-19 pandemic.

Tourism remained restricted through most of the Caribbean, Central

and South America.

The majority of our dive resort and dive operator customers’

businesses continued to be severely impacted

by the pandemic, and have not committed to equipment purchases during their recovery.

For the year ended December 31,

2020 net revenues in this segment declined by 30.1% as compared to the same period in 2019.

The largest reduction

took place in our resellers category, which represent distributors who would sell through to dive stores or tourist resorts.

segment declined by 45.4%.

The direct to consumer segment, which includes yacht owners and direct to dive stores, decreased by

There was a 64.7% increase in the OEM segment.

However, we believe that the acceptance of the L&W brand is growing

steadily and we expect sales to increase as the customers within this market segment recover from the pandemic.

Additionally,

with the addition of new marine based products developed by LWA, we look to increase the direct to consumer and OEM segments.

costs of revenues as a percentage of net revenues in this segment decreased to 63.4% as compared to 67.7% for the

years ending December 31, 2020 and 2019 respectively.

This can be attributed to significant improvements of in margin to the

This margin improvement is primarily due to improved product mix and improvements in the bidding process.

reduction in margin in this segment can be attributed to the cost of labor during the first six months of 2020 that was fixed, despite the reductions in revenue during the pandemic.

Equipment Manufacturers

Portable Tankless Dive Systems

started building and shipping our Ultra Portable Tankless Dive Systems (NEMO) in the Third Quarter 2019.

During the year

ended December 31, 2020, the sales channels were still developing, however, the company focused on direct to consumer via our

website, dealers and Amazon.

Direct to consumer sales accounted for 66.2%, dealers accounted for 30.9% and Amazon 2.8% of total

revenue, net of Ventilator revenue, for the year ended December 31, 2020.

During the second quarter of 2020,

BLU3 received a purchase order from a third-party to mature the design of the NEMO into a functional ventilator prototype, to

potentially help with the ventilator shortage that the country was facing due to the COVID–19 pandemic.

BLU3 Vent emerged

as the first in the Hack-a-Vent challenge to pass through preliminary testing at Uniformed Services University to confirm feasibility

to treat an ARDS inflicted patient.

BLU3 Vent has been submitted initial documents for a review with the FDA at the direction

and with the support of the Wright Brothers Institute (WBI).

This project is currently suspended as urgent demand for emergency

use ventilators has declined.

Revenue from this contract totaled $570,060 for the year ended December 31, 2020.

aggregate cost of revenue from this segment as percentage of net revenues for the year ended December 31, 2020 may not

be reflective of our margins on this segment in future periods.

The BLU3 Vent project, the COVID-19 pandemic, along with the inefficiencies

in production of a new product line, have partially offset positive trends of cost of sales and Margins.

expenses, consisting of SG&A and research and development costs, and are reported on a consolidated basis for our operating

Overall, our operating expenses increased 61.5% for 2020 from 2019.

increased 61.1% for 2020 from 2019 which is primarily attributable to an increase in non-cash compensation expenses.

Non-cash compensation

expenses, consisting for stock and option grants to the officers and employees, was $1,408,844 as compared to $474,954,

for the year ended December 31, 2020 and 2019, respectively.

In addition employee compensation costs increased

approximately $102,000 from the year ended December 31, 2020 to the same period in 2019, primarily due to increased

staffing in our engineering departments and administrative departments.

and development costs increased 71.5% for 2020 from 2019.

BLU3 had an increase of approximately $11,000 or 16% for the

year ended December 31, 2020, as it continued to develop the NOMAD.

The legacy SSA segment increased its research

and development costs by 100% or approximately $37,000, as it further developed its battery operated surface supplied air systems.

Other Expense

other expense declined 86.6% in 2020 from 2019, which is primarily attributable to a decrease in loss on extinguishment of debt

of $131,000 related to the modification for conversion price of convertible notes in 2019 that did not occur in 2020.

Additionally,

interest expense increased from approximately $7,000 in 2019 to $18,600 in 2020.

The increase in interest expense is attributable

to the Marlin note that was executed in the fourth quarter of 2019 for the purchase of tooling for BLU3.

and Capital Resources

is the ability of a company to generate sufficient cash to satisfy its needs for cash.

The following table summarized total current

assets, total current liabilities and working capital (deficit) at December 31, 2020 as compared to December 31, 2019.

Total current assets

Total current liabilities

Working capital (deficit)

increase in our current assets at December 31, 2020 from December 31, 2019 principally reflects increases in cash of approximately $275,000,

inventory of approximately $145,000 and prepaid assets of approximately $63,000 for the year ended December 31, 2020.

increase in inventory was due to increased purchasing in late 2020 in concern over supply chain disruptions due to COVID19.

increases are offset by a decrease in accounts receivable and accounts receivable - related parties of approximately $11,000

for the year ended December 31, 2020 as compared to the same period in 2019,

decrease in our total current liabilities principally reflects decreases in accounts payable and accrued liabilities of approximately

$132,000, accounts payable –

related parties of approximately $161,000, customer deposits of approximately $101,000 and

Notes payable of approximately $60,000 for the year ended December 31, 2020 as compared to the year ended December

These reductions in current liabilities were offset by increases in current maturities of long term debt of approximately

$121,000 and the current portion of lease liabilities of approximately $10,000, for the year ended December 31, 2020 as

compared to the same period in 2019.

The company was able to reduce overall current liabilities via improved operating results

concurrently with increases in cash balances as a result of the sales of securities and the funding of the PPP loan that

took place during the year ended December 31, 2020.

Net cash (used) by operating

Net cash (used) by investing activities

Net cash provided by financing activities

cash used in operating activities for 2020 was primarily the result of a net loss of $1,351,619, an increase in our inventory

balances of $196,383, increases in prepaid expenses and other current assets of $62,641, and total decreases in all liabilities

of $542,728 for the year ended December 31, 2020 as compared to December 31, 2019.

The cash used related to net

loss was offset by $1,100,365 in non-cash stock related compensation expenses and $308,479 non-cash expenses for shares issued

for professional fees during the year ended December 31, 2020.

cash used in investing activities in 2020 of $5,500 reflects the cash and trade-in value utilized to purchase a delivery vehicle

in our legacy SSA products segment.

cash provided by financing activities in 2020 reflect $770,000 in proceeds related to the sale of the company’s common stock and

the exercise of warrants.

Additionally, the Company received loan proceeds of $159,600 from a PPP loan offset

by debt repayments of $93,425 during the year ended December 31, 2020.

The Company has applied for forgiveness through its

lender, and the application has been processed.

The Company expects the entire balance of the loan to be forgiven under

the parameters of the CARES Act.

The loan balance as of December 31, 2020 was $159,600.

Concern and Management’s Liquidity Plans

set forth in Note 1 of the audited consolidated financial statements appearing in this report were prepared assuming

we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal

course of business for the 12-month period following the date of issuance of these consolidated financial statements.

of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December

31, 2020 contained a going concern qualification.

have a history of losses, and an accumulated deficit of $12,956,137 as of December 31, 2020.

Despite a working capital surplus

of $439,833 at December 31, 2020, the continued losses and cash used in operations raise substantial doubt as to the Company’s

ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company’s

ability to continue to increase revenues, control expenses, raise capital, and to continue to sustain adequate working capital to finance

its operations.

The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company.

forth in Note 10 to the notes to the financial statements accompanying this report, we owe third parties approximately $110,000

under the terms of convertible debentures, of which a $10,000 convertible debenture was converted to common stock in February 2021

and the remaining $100,000 of convertible debentures become due in December 2021.

In addition, we have an additional $35,000

in loans which are due on demand.

We are continuing to engage in discussions with potential sources for additional capital, however,

our ability to raise capital is somewhat limited based upon our revenue levels, net losses and limited market for our common stock.

we fail to raise additional funds when needed, or if we do not have sufficient cash flows from operations, we may be required to scale

back or cease certain of our operations.

Accounting Estimates

Company’s management discussion and analysis of its financial condition and results of operations are based upon the Company’s

consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the

The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported

amounts of its assets, liabilities, sales and expenses, and related footnote disclosures.

On an on-going basis, the Company evaluates

its estimates for product returns, bad debts, inventories, income taxes, warranty obligations, litigation and other subjective

matters impacting the financial statements.

The Company bases its estimates on historical experience and on various other assumptions

that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the

carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these

estimates under different assumptions or conditions.

Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation

of its consolidated financial statements.

Management has discussed these policies with the Audit Committee of the Company’s

Board of Directors.

for Doubtful Accounts

for doubtful accounts are estimated based on estimates of losses related to customer accounts receivable balances.

Estimates are

developed by using standard quantitative measures based on historical losses, adjusting for current economic conditions and, in

some cases, evaluating specific customer accounts for risk of loss.

The establishment of reserves requires the use of judgment

and assumptions regarding the potential for losses on receivable balances.

Though the Company considers these balances adequate

and proper, changes in economic conditions in specific markets in which the Company operates and any specific customer collection

issues the Company identifies could have a favorable or unfavorable effect on required reserve balances.

Company values inventory at the lower of cost (determined using the first-in first-out method) or net realizable value.

Management’s

judgment is required to determine the reserve for obsolete or excess inventory.

Inventory on hand may exceed future demand either

because the product is outdated or because the amount on hand is more than will be used to meet future needs.

Inventory reserves

are estimated by the individual operating companies using standard quantitative measures based on criteria established by the

Though the Company considers these reserve balances to be adequate, changes in economic conditions, customer inventory

levels or competitive conditions could have a favorable or unfavorable effect on required reserve balances.

Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the

need for the valuation allowance, in the event the Company were to determine that it would not be able to realize all or part

of its net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period

such determination was made.

Likewise, should the Company determine that it would be able to realize its deferred tax assets in

the future in excess of its net recorded amount, an adjustment to the deferred tax assets would increase income in the period

such determination was made.

Company accrues a warranty reserve for estimated costs to provide warranty services.

Warranty reserves are estimated using standard

quantitative measures based on criteria established by the Company.

Estimates of costs to service its warranty obligations are

based on historical experience, expectation of future conditions and known product issues.

To the extent the Company experiences

increased warranty claim activity or increased costs associated with servicing those claims, revisions to the estimated warranty

reserve would be required.

The Company engages in product quality programs and processes, including monitoring and evaluating

the quality of its suppliers, to help minimize warranty obligations.

balance Sheet Arrangements

of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current

or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,

capital expenditures or capital resources that are material to investors.

The term “off-balance sheet arrangement”

generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party,

under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained

or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market

risk support for such assets.

and Qualitative Disclosures about Market Risk.

required for smaller reporting companies.

Statements and Supplementary Data.

consolidated financial statements appear beginning at page F-1.

in and Disagreements with Accountants on Accounting and Financial Disclosure.

to retain any earnings, if any, to finance the growth of the business.

We cannot assure you that we will ever pay cash dividends.

we pay any cash dividends in the future will depend on our financial condition, results of operations and other factors that the board

of directors will consider.

Authorized for Issuance under Equity Compensation Plans

following table provides information regarding our equity compensation plans as of December 31, 2021:

Compensation Plan Information

of securities to be issued upon exercise of outstanding options, warrants and rights

average exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans

approved by our shareholders (1)

not approved by shareholders (2)

Represents stock options granted to employees under the Equity Compensation Plan as described in Item 10 of this Annual Report.

shares are reserved for issuance under the Plan.

Represents (i) five-year options granted to each of Robert Carmichael, Mikkel Pitzner and Blake Carmichael to purchase an aggregate of

35,295,237 shares of common stock at $0.018 per share, (ii) a three-year option to purchase 2,000,000 shares of common stock at $0.0229

per share to Jeffrey Guzy, a former director, (iii) a three-year option to purchase 2,000,000 shares of common stock at $0.0229 per share

to Biz Launch Advisors, LLC, a formal financial consultant, (iv) a three-year option to purchase an aggregate of 125,000,000 shares of

common stock at $0.045 per share and a to Robert Carmichael, (v) a five-year option to purchase 5,434,783 shares of common stock at $0.0184

per share, a four-year option to purchase an aggregate of 30,000,000 shares of common stock at $0.0184 per share and a five year option

to purchase 2,403,846 shares of common stock at $.0401 per share to Christopher Constable (vi) a five-year option to purchase

an aggregate of 21,759,400 shares of common stock at $0.0399 per share to Blake Carmichael, (vii) a five-year option to purchase 7,110,000

shares of common stock at $0.0531 per share to Christeen Buban, President of SSI.

Sales of Unregistered Securities

as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under

the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

February 22, 2021, the Company issued 422,209 shares of common stock to an investor upon the conversion of a convertible note.

March 1, 2021, the Company issued 3,000,000 shares of common stock to a consultant for investor relation services.

March 25, 2021, the Company issued 27,500,000 shares of common stock to Charles Hyatt, in a private offering for proceeds of $275,000.

February 25, 2021, the Company issued 116,279 shares of common stock to a consultant for professional business services.

June 10, 2021, the Company issued 6,055,358 shares of common stock to an investor upon the conversion of a convertible note.

August 18, 2021, the Company issued 6,114,516 shares of common stock to an investor upon the conversion of a convertible note.

September 1, 2021, the Company issued 10,000,000 units (each unit (“Unit”) consisting of one share of common stock and a

two-year warrant to purchase one share of common stock at an exercise price of $0.025 per share) to Charles Hyatt in a private offering

for proceeds of $250,000.

September 1, 2021, the Company issued 600,000 Units to Grace Hyatt in a private offering for proceeds of $15,000.

September 20, 2021, the Company issued 4,000,000 Units to three accredited investors for aggregate proceeds of $100,000.

22, 2021, the Company issued a law firm 1,190,476 shares of common stock to a law firm for legal services related to the acquisition

November 30, 2021 and December 31, 2021 the Company issued 484,330 shares of common stock and 112,676 shares of common stock,

respectively, to a consultant for dive retail advisory services provided to the Company.

December 31, 2021, the Company issued 763,983 shares of common stock to a vendor as compensation under an exclusivity agreement.

above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt

from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

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 5. Market for Registrant’s Common Equity