What changed in this filing

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Item 1A. Risk Factors

2026-04-10 compared with 2025-06-16 · 62 added, 63 removed, 236 unchanged (35% of the section changed)

7 unchanged sentences

have a history of losses.

incurred net losses of $254,066 and $1,248,115, respectively, for the year ended December 31, 2024 and 2023.

On December 31, 2024, we

had an accumulated deficit of $17,940,797.

Revenues increased by 8.11% for the year ended December 31, 2024, from 2023, and our gross

profit margin increased from 27.8% in 2023 to 41.6% in 2024.

Our gross profit is not sufficient to cover our operating expenses of $3,573,279

and $3,277,319 for the twelve months ending December 31, 2024 and 2023, respectively.

Operating expenses include non-cash stock compensation

expenses of $159,992 and $81,424 for the years ending December 31, 2024 and 2023, respectively.

In the year ended December 31, 2024,

our selling, general and administrative expenses, increased 9.2% from 2023.

There are no assurances that we will be able to increase

our revenues to a level which supports profitable operations and provide sufficient capital to pay our operating expenses and other obligations

as they become due.

We incurred net loss of

$105,149 and a $ 240,599, respectively, for the year ended December 31, 2025 and 2024.

On December 31, 2025, we had an accumulated

deficit of $18,031,358.

Revenues decreased by 7.99% for the year ended December 31, 2025, from 2024, and our gross profit margin

decreased from 40.4% in 2024 to 37.4% in 2025.

Our gross profit was not sufficient to cover our operating expenses of $2,958,659 for

the twelve months ending December 31, 2025.

Operating expenses include non-cash stock compensation expenses of $198,478 and $151,492

for the years ending December 31, 2025 and 2024, respectively.

In the year ended December 31, 2025, our selling, general and

administrative expenses, decreased 14.13% from 2024.

Although we continue to show improvements in our cost control, there are no

assurances that we will be able to increase our revenues to a level which supports profitable operations and provide sufficient

capital to pay our operating expenses and other obligations as they become due.

auditors have disclosed substantial doubt as to our ability to continue as a going concern .

independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to our ability

to continue as a going concern in its report on our audited consolidated financial statements for the year ended December 31, 2023.

have recurring losses from operations and had a net loss of approximately $254,066 and have used approximately $299,000 in net cash used

in our operations in the year ended December 31, 2024 as well as an accumulated deficit of approximately $17,941,000.

These factors,

among others, raise substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Our principal sources of liquidity are sales of equity

and debt securities.

Our independent registered public accounting firm has included an explanatory

paragraph expressing substantial doubt relating to our ability to continue as a going concern in its report on our audited consolidated

financial statements for the year ended December 31, 2025.

We have loss from operations and had a net loss of approximately $105,149

and have used approximately $109,793 in net cash used in our operations in the year ended December 31, 2025 as well as an accumulated

deficit of approximately $18,031,358.

Although these factors, among others, raise substantial doubt about our ability to continue as a

going concern, we have shown improvements in our cost control, we show a net loss for the year ended December 31, 2025.

Our principal

sources of liquidity are sales of equity and debt securities.

We do not have any firm commitments to raise additional working capital.

As we are a small company who stock

is quoted on the OTC Markets, we expect to encounter difficulty in raising working capital upon terms and conditions satisfactory to

us, if at all.

If we are unable to obtain sufficient funding or generate sufficient revenues, our business and results of operations

will be adversely affected, and we may be unable to continue as a going concern.

common stock is currently traded on the OTC Expert Market and is only eligible for unsolicited quotes.

Because our company’s common stock quoted on the OTCID Basic Market, and our stock is currently not eligible for proprietary broker-dealer

quotations, we expect to encounter difficulty in raising working capital upon terms and conditions satisfactory to us, if at all.

are unable to obtain sufficient funding or generate sufficient revenues, our business and results of operations will be adversely affected,

and we may be unable to continue as a going concern.

common stock is currently traded on the OTCID Market and is only eligible for unsolicited quotes.

commons stock is not eligible for proprietary broker-dealer quotations.

6 unchanged sentences

financial condition in future periods.

depend on licenses with Robert Carmichael, our Chairman, who owns much of our intellectual property.

Company has licensed from entities in which Robert Carmichael, our Chairman, has an ownership interest, the following registered and

unregistered trade names, trademarks and service marks:

Brownie’s Third Lung™, browniedive.com, Brownie’s, Brownie’s

Third Lung oval symbol, browniedive, YachtPro.

depend on licenses with Robert Carmichael, our Chairman and Chief Executive Officer, who owns much of our intellectual property.

Company has licensed from entities in which Robert Carmichael, our Chairman and Chief Executive Officer, has an ownership interest, the following registered

and unregistered trade names, trademarks and service marks:

Brownie’s Third Lung™, browniedive.com, Brownie’s,

Brownie’s Third Lung oval symbol, browniedive, YachtPro.

Failure to maintain such licenses with Mr.

Carmichael would have a material adverse effect

on the Company’s financial condition.

Carmichael would have a

material adverse effect on the Company’s financial condition.

we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial

2 unchanged sentences

management has previously determined that we did not maintain effective internal controls over financial reporting.

If the result of our remediation of the identified material weaknesses is not successful, or if additional material weaknesses

are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness

of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement

expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial

reports which could have an adverse effect on our stock price and potentially subject us to litigation.

If the result of

our remediation of the identified material weaknesses is not successful, or if additional material weaknesses are identified in our internal

control over financial reporting, our management will be unable to report favourably as to the effectiveness of our internal control over

financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming

remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have

an adverse effect on our stock price and potentially subject us to litigation.

Consumer Products Safety Commission (“CPSC”) has issued a voluntary recall for one of our products.

7 unchanged sentences

There have been no further recalls

on our products in 2024.

on our products.

The Company reversed the remaining allowance for recall in 2025.

AND OPERATIONAL RISKS

10 unchanged sentences

The loss of key personnel, or the failure to attract qualified personnel, could result in delays in

development or fulfillment of any current strategic and operational plans and have a material adverse effect on our business, financial

development or fulfilment of any current strategic and operational plans and have a material adverse effect on our business, financial

condition or results of operations.

156 unchanged sentences

common stock may be affected by limited trading volume and may fluctuate significantly.

The Company’s common stock was quoted on the OTCPink tier of the OTC Markets under the symbol “BWMG”

until April 15, 2025.

As of April 15, 2025, the Company’s common stock has traded on the Expert Market of the OTC.

Our commons stock

is not eligible for proprietary broker-dealer quotations on the Expert Market.

Unsolicited-only stocks have a higher risk of wider spreads,

increased volatility, and price dislocations.

Investors may have difficulty selling our stock.

There can be no assurance that we can regain

quotation on a higher tier of the OTC Markets or that an active trading market for our common stock will develop.

As a result, this could

adversely affect our shareholders’ ability to sell our common stock in short time periods, or possibly at all.

Thinly traded common

stock can be more volatile than common stock traded in an active public market.

Our common stock has experienced, and is likely to experience

in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard

to our operating performance.

In addition, we believe that factors such as quarterly fluctuations in our financial results and changes

in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially

Company’s common stock is quoted on the OTCID Basic Market tier of the OTC Markets under the symbol “BWMG.” Securities

quoted on OTC Markets tiers generally have lower trading volumes and less liquidity than securities listed on national securities exchanges.

The Company’s common stock is currently not eligible for proprietary

broker-dealer quotations and therefore have a higher risk of wider spreads, increased volatility, and price dislocations.

result, Investors may have difficulty selling the Company’s common

trading activity may contribute to price volatility and wider bid-ask spreads than securities traded on national exchanges.

the market price of our common stock may fluctuate over short periods, and shareholders may experience difficulty buying or selling shares

in desired quantities or at desired prices.

Company is focused on strengthening its public company profile through continued operational growth, transparent financial reporting,

and enhanced corporate governance and investor communications.

While there can be no assurance regarding future market tier status, management

intends to pursue initiatives designed to improve the Company’s visibility in the public markets and support potential qualification

for higher tiers of the OTC Markets as the Company’s financial condition, reporting status, and market conditions permit.

market price of our common stock may also be influenced by factors unrelated to our operating performance, including changes in investor

perception, developments in our industry, variations in financial results, and broader economic or financial market conditions.

and other factors could cause the trading price of our common stock to fluctuate.

company is a voluntary filer with the SEC and in the event that we cease reporting under the Exchange Act, investors would have limited

33 unchanged sentences

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 1A. Risk Factors