What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-10 compared with 2025-06-16 · 688 added, 617 removed, 1378 unchanged (49% of the section changed)

43 unchanged sentences

to GAAP and SEC disclosure requirements;

is insufficient segregation of duties, oversight of work performed and lack of controls in our finance and accounting functions due to

limited personnel;

is insufficient segregation of duties, oversight of work performed and lack of controls in our finance and accounting functions due

to limited personnel;

Company’s systems that impact financial information and disclosures have ineffective information technology controls;

There are inadequate

controls surrounding revenue recognition, to ensure that all material transactions and developments impacting the financial statements

are reflected and properly recorded;

are inadequate controls surrounding revenue recognition, to ensure that all material transactions and developments impacting the

financial statements are reflected and properly recorded;

of disclosure controls and procedures was not sufficiently comprehensive due to limited personnel.

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Charles Hyatt

Chris Constable (1)

Constable resigned as a director on May 21, 2024.

Section 16(a) Reports

6 unchanged sentences

Robert Carmichael.

Shareholders who

would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Trading Policies

4 unchanged sentences

19 to this Annual Report on Form 10-K.

following table provides certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer and

the other executive officer with compensation exceeding $100,000 during the year ended December 31, 2023 (each a “Named Executive

following table provides certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer (the “Named Executive Officer”) No other executive officer had compensation exceeding $100,000 during the year ended December 31, 2025.

Compensation Table

2 unchanged sentences

CEO, Chairmen, President and CFO

Christopher Constable,

(i) $18,000 in director compensation (ii) $14,277 in health insurance premiums paid on behalf of Mr.

2 unchanged sentences

Carmichael under the terms of a license agreement with the Company.

(i) $18,000 in director compensation (ii) $15,872 in health insurance premiums paid on behalf of Mr.

Carmichael, and (iii) an aggregate

of $46,517 in royalties paid to an entity controlled by Mr.

Carmichael under the terms of a license agreement with the Company.

(i) $7,500 in director compensation (ii) $3,454 health insurance premiums paid by the Company on behalf of Mr.

Constable resigned as Chief Executive Officer on June 24, 2023.

common stock award of 24,722,222 shares issued for board service.

May 26, 2021, the Company adopted the Company’s Equity Compensation Plan (the “Plan”).

33 unchanged sentences

Ownership of Certain Beneficial Owners and Management

following table sets forth, as of March 30, 2024, the number of shares of common stock and Series A Stock beneficially owned by (i)

each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company

to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of the Company’s directors (iii) each

Named Executive Officer and (iv) all officers and directors as a group.

Information relating to beneficial ownership of common stock

by our principal stockholders and management is based upon information furnished by each person using “beneficial

following table sets forth, as of December 31, 2025, the number of shares of common stock and Series A Stock beneficially owned by

(i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the

Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of the Company’s directors (iii)

each Named Executive Officer and (iv) all officers and directors as a group.

Information relating to beneficial ownership of common

stock by our principal stockholders and management is based upon information furnished by each person using “beneficial

ownership” concepts under the rules of the SEC.

6 unchanged sentences

to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each person

has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o

Brownie’s Marine Group, Inc., 4061 SW 47 th Avenue, Davie, Florida, 33314 based on 437,742,050 issued and

outstanding shares of common stock and 425,000 shares of Series A Stock outstanding as of May 19, 2025.

Except as noted below, each

shareholder has sole voting and investment power with respect to the shares beneficially owned and each shareholder’s address

is c/o Brownie’s Marine Group, Inc., 4061 SW 47 th Avenue, Davie, Florida, 33314 based on Form 10K for 2025, issued

and outstanding shares of common stock and 425,000 shares of Series A Stock outstanding as of April 9, 2026.

Name and Address of

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Percent of Class

Named Executive Officers and Directors

Named Executive Officer and Directors

64,436,460 (1)

All directors and executive officers as a group (three persons)

All directors and executive officers as a group (two persons)

238,826,380 (1)

5% or Greater Shareholder

135 Weston Road, Suite 328, Weston, Florida 33326

135 Weston Road, Suite 328

Weston, Florida 33326

Summit Holdings V, LLC

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(ii) an aggregate of 23,320 shares issuable upon conversion of 425,000 shares of Series A Stock (iii) 1,861,327

shares related to the conversion option of the convertible note to LBI with an outstanding balance of $39,088 with a conversion

price of $0.021, and (iv) 3,700,962 shares related to the conversion option of the note to BLU3 with an outstanding principal

balance of $50,000 at a conversion rate of $0.01351.

Does not include the voting power over 106,250,000 shares of common stock by

virtue of Mr.

shares related to the conversion option of the convertible note to LBI with an outstanding balance of $39,088 with a conversion price

of $0.021, and (iv) 3,700,962 shares related to the conversion option of the note to BLU3 with an outstanding principal balance of

$50,000 at a conversion rate of $0.01351.

Does not include the voting power over 106,250,000 shares of common stock by virtue of

Carmichael’s beneficial ownership of 425,000 shares of Series A Stock.

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Carmichael totaled $647 at December 31, 2025 and $98 at December 31, 2024.

owed BGL $-0- and $2,980 at December 31, 2023 and 2022, respectively, which represents purchase of inventory including batteries for

Sea Lion (battery operated unit) and Honda engines for our regular gasoline powered units.

As of December 31, 2022, the Company also

had an amount due of $5,000 to Mr.

Carmichael for an advance to BLU3,Inc.

The Company also had an amount due of $441 to Robert Carmichael

and $476 to Blake Carmichael as of December 31, 2023.

We had no amounts due and owing to BGL at December 31, 2025 and 2024.

As of December 31, 2025, the Company owed $5,000 to Robert Carmichael for an advance to BLU3, Inc.

No amounts were due and owing to Robert

Carmichael or Blake Carmichael as of December 31, 2025.

are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark “Brownies Third Lung”,

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The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note.

September 14, 2023, The Company issued an on-demand note to Robert Carmichael, Company’s Chief Executive Officern the

principal amount of $50,000.

September 14, 2023, The Company issued an on-demand note to Robert Carmichael, Company’s Chief Executive Officer the principal

amount of $50,000.

The note bears no interest and is payable upon request.

November 7, 2023, the Company issued a promissory note to Charles Hyatt,

a director of the Company in the principal amount of $150,000.

The note bears interest at the rate of 9.9% per annum, is payable in monthly

installments,.

Pursuant to an amendment dated November 13, 2024, the date of note was extended from August 7, 2024 to May

December 18, 2023, The Company issued a-demand note to Robert Carmichael,

in the principal amount of $25,000.

The on-demand note bears no interest and is payable upon request.

November 7, 2023, the Company issued a promissory note to Charles Hyatt, a director of the Company in the principal amount of

The note bears interest at the rate of 9.9% per annum and is payable in monthly installments.

The note was amended on June 11, 2025 to extend the maturity date from

May 7, 2025 to November 7, 2025 and on November 20, 2025 further amended the note to extend the maturity date to May 7, 2026.

December 18, 2023, the Company issued a demand note to Robert Carmichael, in the principal amount of $25,000.

The on demand note

bears no interest and is payable upon request.

February 5, 2024, the Company issued a promissory note to Charles Hyatt, a director, in the principal amount of $280,000.

note bears interest at the rate of 9.9% per annum, is payable on demand.

to an amendment dated November 13, 2024, the maturity date of the note was extended from August 6, 2024 to May 5, 2025.

Carmichael, the Chief Executive Officer of BLU3 is the son of Robert Carmichael, the Company’s Chairman, President and a director.

Company has one independent director, Charles Hyatt, who is considered “independent” as defined

under Rule 5605 of the Nasdaq Marketplace Rules.

bears interest at the rate of 9.9% per annum and is payable on demand.

The note was amended on June 11, 2025 to extend the maturity date of

the note from May 5, 2025 to November 5, 2025 and on November 20, 2025 further amended the note to extend the maturity date to May 5,

Carmichael, the Chief Executive Officer of BLU3 is the son of Robert Carmichael, the Company’s Chairman, Chief Executive

Officer, President and a director.

Company has one independent director, Charles Hyatt, who is considered “independent” as defined under Rule 5605 of the Nasdaq

Marketplace Rules.

Accounting Fees and Services.

The following table shows the fees that were billed for audit services

provided by Bush & Associates CPA, LLC (“Bush”) as the Company’s.

independent registered public accounting firm

engaged to audit the financial statements of the Company for the years ended December 31, 2025 and 2024.

The following table shows the

fees that were billed for the audit and other services provided by Assurance Dimensions, Inc.

(“Assurance”) for the year ended

December 31, 2023 prior to the engagement on October 4, 2024 of Bush & Associates CPA, LLC (“Bush”) as the Company’s.

independent registered public accounting firm engaged to audit the financial statements of the Company.

for the year ended December 31,

The following table shows the fees billed for the audit and other services for 2024 and 2023.

fees billed for the audit and other services for 2025 and 2024.

Audit-Related Fees

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Financial Statements Schedules

and Plan of Merger and Reorganization, dated September 3, 2021, among the Company, Submersible Acquisition, Inc., Submersible Systems,

Agreement and Plan of Merger and Reorganization, dated September 3, 2021, among the Company, Submersible Acquisition, Inc., Submersible Systems, Inc.

and the Shareholders of Submersible Systems, Inc.

of Conversion

of Conversion (Nevada)

of Conversion (Florida)

of Incorporation (Florida)

Plan of Conversion

Articles of Conversion (Nevada)

Certificate of Conversion (Florida)

Articles of Incorporation (Florida)

Articles of Amendment

2021 Equity Compensation Plan

of 2017 Secured Convertible Promissory Note

Form of 2017 Secured Convertible Promissory Note

10% Unsecured Convertible Debenture dated May 3, 2011

of Stock Option Grant to Robert Carmichael dated July 29, 2019 +

of Stock Option Grant to Jeffrey Guzy dated January 9, 2020

Form of Stock Option Grant to Robert Carmichael dated July 29, 2019 +

Form of Stock Option Grant to Jeffrey Guzy dated January 9, 2020

$66,793 Convertible Demand Note, dated September 30, 2022

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Amendment to $280,000 Promissory Note, dated November 13, 2024

Exchange Agreement, dated March 23, 2004 by and among the Company, Trebor Industries, Inc.

Amendment No.

2 to $150,000 Promissory Note, dated June 11, 2025

Amendment No.

2 to $280,000 Promissory Note, dated June 11, 2025

Amendment No.

3 to $150,000 Promissory Note, dated November 20, 2025

Amendment No.

3 to $280,000 Promissory Note, dated November 20, 2025

Share Exchange Agreement, dated March 23, 2004 by and among the Company, Trebor Industries, Inc.

and Robert M.

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and Slater Palms LLC

License Agreement, effective January 1, 2005, between 940 Associates, Inc.

Exclusive License Agreement, effective January 1, 2005, between 940 Associates, Inc.

and Trebor Industries Inc.

Agreement, dated September 1, 2014, between Liberty Property Limited Partnership and Trebor Industries, Inc.

Amendment, dated December 1, 2016, between Liberty Property Limited Partnership and Trebor Industries, Inc.

Distribution Agreement, dated August 7, 2017, between and Lenhardt & Wagner GmbH

Agreement, dated November 11, 2018, between Liberty Property Limited Partnership and the Company

Non-Qualified

Stock Option Agreement, dated April 14, 2020, between the Company and Robert Carmichael +

of Restricted Stock Award Agreement

Note, dated May 12, 2020, in the principal amount of $159,600 issued to South Atlantic Bank

License Agreement, dated April 6, 2018 between Setaysha Technical Solutions, Inc.

Lease Agreement, dated September 1, 2014, between Liberty Property Limited Partnership and Trebor Industries, Inc.

Lease Amendment, dated December 1, 2016, between Liberty Property Limited Partnership and Trebor Industries, Inc.

Exclusive Distribution Agreement, dated August 7, 2017, between and Lenhardt & Wagner GmbH

Lease Agreement, dated November 11, 2018, between Liberty Property Limited Partnership and the Company

Non-Qualified Stock Option Agreement, dated April 14, 2020, between the Company and Robert Carmichael +

Form of Restricted Stock Award Agreement

Promissory Note, dated May 12, 2020, in the principal amount of $159,600 issued to South Atlantic Bank

Patent License Agreement, dated April 6, 2018 between Setaysha Technical Solutions, Inc.

and the Company

1 unchanged sentence

and the Company

Agreement Dated August 1, 2021, between the Company and Blake Carmichael

Agreement, dated April 1, 2019, between the Company and Charles Hyatt

Agreement dated September 3, 2021, between the Company and Christeen Buban

of letter agreement for incentive compensation +

Employment Agreement Dated August 1, 2021, between the Company and Blake Carmichael

Director Agreement, dated April 1, 2019, between the Company and Charles Hyatt

Employment Agreement dated September 3, 2021, between the Company and Christeen Buban

Form of letter agreement for incentive compensation +

2 to Patent License Agreement, dated June 30, 2020, between Setaysha Technical Solutions, Inc.

and the Company

Agreement, dated November 5, 2020, between Christopher Constable and the Company.

Non-Qualified

Stock Option Agreement Non-Plan, dated November 5, 2020, between the Company and Christopher Constable

Amendment to Lease Agreement, dated December 1, 2016 between Trebor Industries, Inc.

and the Compan y

Employment Agreement, dated November 5, 2020, between Christopher Constable and the Company.

Non-Qualified Stock Option Agreement Non-Plan, dated November 5, 2020, between the Company and Christopher Constable

First Amendment to Lease Agreement, dated December 1, 2016 between Trebor Industries, Inc.

and Liberty Property Limited Partnership

8% Convertible Promissory Note, dated September 3, 2021

Confidentiality,

Non-Competition And Non-Solicitation Agreement, dated September 3, 2021, between the Company and Richard S.

Banking Engagement Agreement, dated August 6, 2021, between the Company and Newbridge Securities Corporation

Purchase Agreement, dated May 2, 2022, among the Company, Gold Coast Scuba, LLC, LLC Members and Live Blue, Inc.

of Subscription Agreement

of Common Stock Purchase Warrant

Confidentiality, Non-Competition And Non-Solicitation Agreement, dated September 3, 2021, between the Company and Richard S.

Investment Banking Engagement Agreement, dated August 6, 2021, between the Company and Newbridge Securities Corporation

Asset Purchase Agreement, dated May 2, 2022, among the Company, Gold Coast Scuba, LLC, LLC Members and Live Blue, Inc.

Form of Subscription Agreement

Form of Common Stock Purchase Warrant

Lease Agreement, dated September 14, 2022, between Slater Palms, LLC and the Company

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on its behalf by the undersigned, thereunto duly authorized.

June 16, 2025

April 10, 2026

marine group, Inc.

6 unchanged sentences

of the Board, President, Chief Executive Officer, Director, and Chief Financial Officer (Principal Executive Officer)

June 16, 2025

April 10, 2026

Statements and Supplementary Data Brownie’s Marine Group, Inc.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Report of Independent Registered Public Accounting Firm

(PCAOB ID No.

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheet as of December 31, 2025 and 2024

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of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Brownie’s Marine Group, Inc.

and Subsidiaries

4061 SW, 47 th Avenue,

Davie, Florida 33314

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brownie’s

Marine Group, Inc.

and Subsidiaries (the Company) as of December 31, 2024, and the related consolidated statements of operations, changes

in stockholder’s equity, and cash flow for the year then ended and the related consolidated notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of Brownie’s Marine Group, Inc.

and Subsidiaries as of December 31, 2024, and the results of its operations and its cash

flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s ability to continue as

going concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As disclosed in Note 1 of the financial statements, the

Company had a net loss of approximately $240,599 and cash used in operating activities of approximately $292,314 for the year ended

December 31, 2024, as well as an accumulated deficit of approximately $17,927,329 as of December 31, 2024.

These factors raise

substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

Basis for Opinion

These financial statements are the responsibility of the entity’s

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent

with respect to Brownie’s Marine Group, Inc.

and Subsidiaries in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

Brownie’s Marine Group, Inc.

and Subsidiaries is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical

audit matters or on the accounts or disclosures to which they relate.

Description of the Matter

The Company is required to test the carrying amount of goodwill at least

annually, or more frequently upon the occurrence of certain events.

The Company is also required to assess the recoverability of its long-lived

assets, including its amortizable intangible assets, whenever certain events occur, or circumstances change that may be indicators of

We identified this area as a critical audit matter because the annual goodwill impairment test and the evaluation of recovery

of long-lived assets requires significant judgment regarding the evaluation of qualitative factors.

Additionally, these assessments also

require appropriate determination of reporting units and asset groups, including the allocation of acquired tangible and intangible assets

to such groupings.

The evaluation of a certain asset group also required comparison of future non-discounted cash flows to the carrying

value of the asset group, which required estimates of future cash flows associated with that asset group, including growth rates, profitability

rates and estimates of other sources and uses of cash such as changes in working capital and capital expenditures.

How we addressed the matter in our audit

Our audit procedures to address the risk of material misstatement relating

to goodwill and intangible assets included, among others, evaluating the appropriateness of asset groupings at the reporting unit level

and asset group level.

We also evaluated management’s assessment of qualitative factors associated with the reporting unit containing

goodwill and associated with all relevant asset groups.

Our procedures also included evaluating management’s forecast of non-discounted

cash flows associated with a certain asset group where a qualitative factor required such further analysis.

We also assessed the competence, independence, qualifications, experience,

and capabilities of the third-party valuation specialist, and evaluated the appropriateness and reasonableness of the methodology and

assumptions used by comparing them to external and historical data;

testing the calculation and forecast model for mathematical accuracy;

validating the appropriateness and reliability of inputs and amounts used;

and evaluating the adequacy of the financial statement disclosures

relating to goodwill, intangible assets and other long-lived assets, including disclosure of key assumptions and judgments.

of our testing, we did not take exception to management’s conclusion that no impairment should be recognized related to goodwill

or long-lived assets for the year ended December 31, 2024.

/s/ Bush and Associates CPA LLC

We have served as Brownie’s Marine Group, Inc.

auditor since 2024

Henderson, Nevada

June 13, 2025

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

the Board of Directors and Shareholders of

Marine Group, Inc.

and Subsidiaries

SW, 47 th Avenue,

Florida 33314

on the Financial Statements

have audited the accompanying consolidated balance sheet of Brownie’s Marine Group, Inc.

and Subsidiaries (the Company) as of December

31, 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flow for the year ended December

31, 2023, and the related consolidated notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations

and its cash flow for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company had a net loss of approximately $1,248,115 and cash used in operating activities of approximately

$374,827 for the year ending December 31, 2023 as well as an accumulated deficit of approximately $17,685,610 as of December 31, 2023.

We have audited the accompanying consolidated balance sheets of Brownie’s Marine Group, Inc.

and Subsidiaries (the Company) as of

December 31, 2025, and 2024 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows

for the year then ended and the related consolidated notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of Brownie’s Marine Group, Inc.

and Subsidiaries as of December 31, 2025, and 2024 and the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s ability to continue as a going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As disclosed in Note

1 of the financial statements, the Company had a net loss of approximately $105,149 and cash used in operating activities of approximately

$109,794 for the year ended December 31, 2025, as well as an accumulated deficit of approximately $18,031,358 as of December 31, 2025.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

1 unchanged sentence

to these matters are described in Note 1.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to Brownie’s Marine Group, Inc.

and Subsidiaries

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Marine Group, Inc.

and Subsidiaries is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for

the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We believe that our audit provides

a reasonable basis for our opinion.

CRITICAL AUDIT MATTER:

INTANGIBLE ASSETS AND GOODWILL

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of the Matter

Company is required to test the carrying amount of goodwill at least annually, or more frequently upon the occurrence of certain events.

The Company is required to test the carrying amount of goodwill at least annually, or more frequently upon the occurrence of certain events.

The Company is also required to assess the recoverability of its long-lived assets, including its amortizable intangible assets, whenever

3 unchanged sentences

the evaluation of qualitative factors.

Additionally, these assessments also require appropriate determination of reporting units and

asset groups, including the allocation of acquired tangible and intangible assets to such groupings.

The evaluation of a certain asset

group also required comparison of future non-discounted cash flows to the carrying value of the asset group, which required estimates

of future cash flows associated with that asset group, including growth rates, profitability rates and estimates of other sources and

uses of cash such as changes in working capital and capital expenditures.

The Company engaged a third-party valuation specialist to assist

with its assessment.

Additionally, these assessments also require appropriate determination of reporting units and asset

groups, including the allocation of acquired tangible and intangible assets to such groupings.

The evaluation of a certain asset group

also required comparison of future non-discounted cash flows to the carrying value of the asset group, which required estimates of future

cash flows associated with that asset group, including growth rates, profitability rates and estimates of other sources and uses of cash

such as changes in working capital and capital expenditures.

we addressed the matter in our audit

audit procedures to address the risk of material misstatement relating to goodwill and intangible assets included, among others, evaluating

the appropriateness of asset groupings at the reporting unit level and asset group level.

We also evaluated management’s assessment

of qualitative factors associated with the reporting unit containing goodwill and associated with all relevant asset groups.

Our audit procedures to address the risk of material misstatement relating to goodwill and intangible assets included, among others, obtaining

an understanding of management’s process for evaluating goodwill and long-lived asset impairment, including the identification of

reporting units and asset groups.

We evaluated the appropriateness of asset groupings at the reporting unit level and asset group level

and assessed whether the groupings were consistent with the manner in which the business is managed and the underlying economic characteristics

of the assets.

We evaluated management’s assessment of qualitative factors associated with the reporting unit containing goodwill and associated

with all relevant asset groups, including consideration of macroeconomic conditions, industry and market conditions, cost factors, overall

financial performance, entity-specific events, and sustained changes that could affect the fair value of the reporting unit.

Our procedures

also included evaluating management’s forecast of non-discounted cash flows associated with a certain asset group where a qualitative

factor required such further analysis.

We also assessed the competence, independence, qualifications, experience, and capabilities of

the third-party valuation specialist, and evaluated the appropriateness and reasonableness of the methodology and assumptions used by

comparing them to external and historical data;

testing the calculation and forecast model for mathematical accuracy;

validating the

appropriateness and reliability of inputs and amounts used;

and evaluating the adequacy of the financial statement disclosures relating

to goodwill, intangible assets and other long-lived assets, including disclosure of key assumptions and judgments.

As a result of our

testing, we did not take exception to management’s conclusion that no impairment should be recognized related to goodwill or long-lived

assets for the year ended December 31, 2023.

Dimensions, LLC.

We have served as the Company’s auditor since 2022

Margate, Florida

also included evaluating management’s forecast of undiscounted cash flows associated with a certain asset group where a qualitative

assessment indicated that further quantitative analysis was required.

We assessed the competence, independence, qualifications, experience, and capabilities of the third-party valuation specialist engaged

by management.

We evaluated the appropriateness and reasonableness of the valuation methodology and significant assumptions used, including

growth rates, profitability rates, and estimates of working capital and capital expenditure requirements, by comparing them to external

market data, historical performance, and industry benchmarks.

We tested the calculation and forecast model for mathematical accuracy and

validated the appropriateness and reliability of the underlying data inputs.

We further evaluated the adequacy of the financial statement disclosures relating to goodwill, intangible assets, and other long-lived

assets, including the disclosure of key assumptions, methodologies, and significant judgments.

As a result of our testing, we did not

take exception to management’s conclusion that no impairment should be recognized related to goodwill or long-lived assets for the

year ended December 31, 2025.

Bush and Associates CPA LLC

We have served as Brownie’s Marine Group, Inc.

auditor since 2024.

Las Vegas, Nevada

April 10, 2026

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

& Associates CPA LLC

Bush & Associates:

are providing this letter in connection with your audit of the balance sheet, statement of operations, and statement of cash flows of

Brownie’s Marine Group, Inc.

as of December 31, 2025, and for the year then ended, for the purpose of expressing an opinion as

to whether the consolidated financial statements present fairly, in all material respects, the financial position, results of operations,

and cash flows of Brownie’s Marine Group, Inc.

in accordance with accounting principles generally accepted in the United States

We confirm that we are responsible for the fair presentation in the consolidated financial statements of financial position,

results of operations, and cash flows in accordance with accounting principles generally accepted in the United States of America and

that we are responsible for establishing and maintaining controls that are sufficient to provide a reasonable basis for the preparation

of reliable financial statements in accordance with accounting principles generally accepted in the United States of America.

representations in this letter are described as being limited to matters that are material.

Items are considered material, regardless

of size, if they involve an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes

it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement.

confirm, to the best of our knowledge and belief, as of April 9, 2026, the following representations

made to you during your audit(s).

financial statements referred to above are fairly presented in accordance with accounting

principles generally accepted in the United States of America.

have made available to you all:

records and related data, including the names of all related parties and all relationships

and transactions with related parties.

of the meetings of stockholders, directors, and committees of directors, or summaries of

actions of recent meetings for which minutes have not yet been prepared.

have been no communications from regulatory agencies concerning noncompliance with or deficiencies

in financial reporting practices.

are no side agreements or other arrangements (either written or oral) that have not been

disclosed to you.

are no material transactions that have not been properly recorded in the accounting records

underlying the financial statements.

believe that the effects of the uncorrected misstatements in the financial statements are

immaterial, both individually and in the aggregate, to the financial statements taken as

See exhibit A for details.

acknowledge our responsibility for the design and implementation of programs and controls

to prevent and detect fraud.

have no knowledge of any fraud or suspected fraud affecting the entity involving (a) management,

(b) employees who have significant roles in internal controls, or (c) others where the fraud

could have a material effect on the financial statements.

have no knowledge of any allegations of fraud or suspected fraud affecting the entity received

in communications from employees, former employees, analysts, regulators, short sellers,

Marine Group has no plans or intentions that may materially affect the carrying value or

classification of assets and liabilities.

SW 47 th Avenue, Davie, FL, 33314

(954) 462.5570 www.BrowniesMarineGroup.com

following have been properly recorded or disclosed in the financial statements:

Related-party

transactions, including sales, purchases, loans, transfers, leasing arrangements, and guarantees,

and amounts receivable from or payable to related parties.

whether written or oral, under which Brownie’s Marine Group is contingently liable.

estimates and material concentrations known to management that are required to be disclosed

in accordance with ASC 275, Risks and Uncertainties .

Significant estimates are estimates

at the balance sheet date that could change materially within the next year.

Concentrations

refer to volumes of business, revenues, available sources of supply, or markets or geographic

areas for which events could occur that would significantly disrupt normal finances within

the next year.

or possible violations of laws or regulations whose effects should be considered for disclosure

in the financial statements or as a basis for recording a loss contingency.

claims or assessments that our lawyer has advised are probable of assertion and must be disclosed

in accordance with ASC 450, Contingencies.

liabilities or gain or loss contingencies that are required to be accrued or disclosed by

ASC 450, Contingencies .

Marine Group has satisfactory title to all owned assets, and there are no liens or encumbrances

on such assets nor has any asset been pledged as collateral.

have complied with all aspects of contractual agreements that would have a material effect

on the financial statements in the event of noncompliance.

represent to you the following for Brownie’s Marine Group’s fair value measurements

and disclosures:

underlying assumptions are reasonable, and they appropriately reflect management’s

intent and ability to carry out its stated courses of action.

measurement methods and related assumptions used in determining fair value are appropriate

in the circumstances and have been consistently applied.

disclosures related to fair values are complete, adequate, and in accordance with the applicable

financial reporting framework.

are no subsequent events that require adjustments to the fair value measurements and disclosures

included in the financial statements.

represent to you the following related to the development of Brownie’s Marine Group’s

accounting estimates and related disclosures:

methods used are appropriate and consistently applied.

data used is accurate and complete.

significant assumptions used are reasonable.

confirm that revenue has been recognized in the financial statements in accordance with ASC

606 “Revenue from Contracts with Customers”.

Specifically, we represent that:

significant performance obligations under customer contracts have been identified and assessed.

has only been recognized when control of the goods or services has transferred to the customer

and the performance obligations have been fully satisfied.

all revenue recognized, we have obtained and retained appropriate supporting documentation,

including executed contracts, invoices, delivery or completion evidence, and proof of payment,

as applicable.

are no side agreements, undisclosed terms, or conditions that would affect the amount or

timing of revenue recognized.

estimates and judgments used in determining the timing and amount of revenue recognition

are reasonable and based on the best information available.

believe the methods and assumptions used in the application of the revenue recognition policy

are appropriate and in accordance with ASC 606 Revenue recognition.

the best of our knowledge and belief, no events have occurred subsequent to the balance sheet date and through the date of this letter

that would require adjustment to or disclosure in the aforementioned financial statements.

Carmichael, President and CEO

Zaman, Controller

SW 47 th Avenue, Davie, FL, 33314

(954) 462.5570 www.BrowniesMarineGroup.com

Marine Group, Inc.

Journal Entries

Journal Entries JE # 1

Stock based Compensation

Additional Paid-up Capital

Journal Entries

Journal Entries JE # 2

Journal Entries

Journal Entries JE # 3

Accounts Payable

SW 47 th Avenue, Davie, FL, 33314

(954) 462.5570 www.BrowniesMarineGroup.com

MARINE GROUP, INC.

AND SUBSIDIARIES

33 unchanged sentences

10,000,000 shares authorized;

425,000 issued and outstanding as of Dec 31, 2024 and December 31, 2023.

425,000 issued and outstanding as

of December 31, 2025 and December 31, 2024.

Common stock;

1 unchanged sentence

1,000,000,000 shares authorized;

shares issued and outstanding at December 31, 2024 and 437,742,050 shares issued and outstanding at December 31, 2023,

503,267,153 shares

issued and outstanding at December 31, 2025 and 449,430,955 shares issued and outstanding at December 31, 2024

Common stock payable 138,941 shares and 138,941 shares, as of December 31, 2025 and December

31, 2024, respectively.

Common stock payable 138,941 shares and 138,941 shares, respectively as of December 31, 2024 and December 31, 2023.

Additional paid-in capital

23 unchanged sentences

Loss from operations

( 1,169,413 )

Other (income) expense, net

2 unchanged sentences

Loss income before provision for income taxes

( 1,248,115 )

Provision for income taxes

Net Income (loss)

$ ( 105,149 )

3 unchanged sentences

Total Other Comprehensive income

Comprehensive loss

( 1,248,115 )

Basic loss per common share

Comprehensive Income (loss)

Basic Diluted Income (loss) per common share

Diluted loss per common share

8 unchanged sentences

Preferred Stock

Common Stock Payable

Additional Paid-in

Accumulated Other

Comprehensive

Total Stockholder’s

Shareholder’s

Income (Loss)

1 unchanged sentence

$ ( 17,685,610 )

Shares issued for the purchase of units

Shares issued Professional Services

Shares issued for salary reduction

Shares issued for accrued interest on convertible notes

Stock Option Expense

( 1,248,115 )

Shares Issued in error

To adjust balances from earlier year

December 31, 2024

5 unchanged sentences

Stock Option Expense

To record Shares issued in error

December 31, 2024 (unaudited)

Shares for director compensation

To record shares issued in error (treasury stock adjustment

Net Income(Loss)

December 31, 2025 (audited)

$ ( 18,031,358 )

6 unchanged sentences

Cash flows provided by operating activities:

$ ( 240,599 )

Net Income (loss)

$ ( 105,149 )

21 unchanged sentences

Change in ROU assets

( 1,089,410 )

Change in accounts payable and accrued liabilities

10 unchanged sentences

Net cash acquired (used) in investing activities

Cash flows from financing activities:

Cash flows acquired (used) from financing activities:

Proceeds from issuance of common stock

2 unchanged sentences

Proceeds of related party demand note

Proceeds of note

Repayment on notes payable

Proceeds on notes payable

Repayment of convertible debt

Principal reduction on notes payable

Repayment of debt

Net cash from financing activities

Net cash acquired (used) used in financing activities

Net change in cash

3 unchanged sentences

Cash Paid for Interest

Cash paid for operating lease liabilities (included in net cash used in operating activities)

Cash Paid for Income Taxes

Supplemental disclosure of non-cash financing activities:

Cash paid for interest

Common Stock issued for asset acquisition

Shares issued for services

Stock based compensation- Options

Convertible notes issued for acquisition

9 unchanged sentences

Description of business and summary of significant accounting policies

of business – Brownie’s Marine Group, Inc., a Florida corporation (the “Company,

(1) designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned

subsidiary Trebor Industries, Inc., a Florida corporation organized in 1981 (“Trebor” or “BTL”), (2) manufactures

and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through

its wholly owned subsidiary Brownie’s High Pressure Compressor Services, Inc., a Florida corporation organized in 2017 (“BHP”),

doing business as LW Americas (“LWA”) (3) develops and markets portable battery powered surface supplied air dive systems

through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”) and (4) manufactures and markets high-pressure

tanks and redundant air systems for the military and recreational diving industries through its wholly owned subsidiary Submersible Systems,

February 13, 2022 the Company filed with the Florida Department of State, articles of incorporation for a new wholly owned

subsidiary, Live Blue, Inc.

LBI utilizes technology developed by BLU3 to provide new users and interested

divers a guided tour experience.

On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase

Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M.

and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and LBI.

Pursuant to the terms

of the Asset Purchase Agreement, LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material

liabilities of the business associated with these assets.

In addition, LBI assumed the lease for the premises for Gold Coast Scuba

as part of this asset acquisition.

On September 17, 2024, the Company entered into an intellectual property rights and transfer

agreement with a buyer of the IP assets of Gold Coast Scuba which resulted in the sale of the retail portion of the LBI

of business – Brownie’s Marine Group, Inc., a Florida corporation (the “Company, (1) designs, tests, manufactures

and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc.,

a Florida corporation organized in 1981 (“Trebor” or “BTL”), (2) manufactures and sells high pressure air and

industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary Brownie’s

High Pressure Compressor Services, Inc., a Florida corporation organized in 2017 (“BHP”), doing business as LW Americas (“LWA”)

(3) develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a

Florida corporation (“BLU3”) and (4) manufactures and markets high-pressure tanks and redundant air systems for the military

and recreational diving industries through its wholly owned subsidiary Submersible Systems, Inc (“SSI”).

February 13, 2022 the Company filed with the Florida Department of State, articles of incorporation for a new wholly owned subsidiary,

Live Blue, Inc.

LBI utilizes technology developed by BLU3 to provide new users and interested divers a guided tour

On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold

Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M.

Gagas and William Frenier, the sole

members of Gold Coast Scuba (together, the “LLC Members”) and LBI.

Pursuant to the terms of the Asset Purchase Agreement,

LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated

with these assets.

In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition.

17, 2024, the Company entered into an intellectual property rights and transfer agreement with a buyer of the IP assets of Gold Coast

Scuba which resulted in the sale of the retail portion of the LBI business.

of Presentation – The consolidated financial statements of the Company have been prepared in accordance with the accounting

1 unchanged sentence

of fiscal year – The Company’s fiscal year end is December 31.

of Consolidation -The consolidated financial statements include the accounts of the Company and its wholly owned

subsidiaries, Trebor, BHP, BLU3, SSI and LBI.

All significant intercompany transactions and balances have been eliminated in

consolidation.

of Consolidation -The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Trebor,

BHP, BLU3, SSI and LBI.

All significant intercompany transactions and balances have been eliminated in consolidation.

of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United

3 unchanged sentences

Actual results could differ from those estimates.

Concern – The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going

concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month

period following the date of issuance of these financial statements.

We incurred net losses for the years ended December 31, 2024 and

2023 of $ 240,599 and $ 1,248,115 , respectively.

Concern – The accompanying consolidated

financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of

assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of

issuance of these financial statements.

We incurred a net loss of 105,149 for the year ended December 31, 2025 and a net loss of

$ 240,599 for year ended

December 31, 2024.

The Company had an accumulated deficit as of December 31, 2025 of $ 18,031,358 .

101 unchanged sentences

Components include plastic molded parts,

gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials.

gas powered engines, aluminium pressure bottles, electronic parts, batteries and packaging materials.

breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related

74 unchanged sentences

of Maturities of Operating Lease Liabilities

Submersible Systems Lease

Systems Lease

Imputed interest

Present value of lease liabilities

value of lease liabilities

information on leases can be found in Note 15.

155 unchanged sentences

and equipment consist of the following as of:

Schedule of Property and Equipment

of Property and Equipment

Tooling and equipment

8 unchanged sentences

assets, respectively.

assets at December 31, 2024 of $ 51,825 consisted of refundable deposits and a prepaid licensing fee and $ 30,724 consisted of refundable

deposits and at December 31, 2023, which consisted of refundable deposits.

assets at December 31, 2025 and December 31, 2024 of $ 51,825

consisted of refundable deposits, respectively.

Customer Credit and Vendor Concentrations

Company sells products to three entities owned by the brother of Robert M.

Carmichael and three companies owned by Robert

Carmichael as further discussed in Note 7 - Related Parties Transactions.

Combined sales to these six entities for the years ended

December 31, 2024 and 2023, represented 6.9 %

respectively, of total net revenues.

Company sells products to three entities owned by the brother of Robert Carmichael and three companies owned by Robert Carmichael

as further discussed in Note 7 - Related Parties Transactions.

Combined sales to these six entities for the years ended December 31,

2025 and 2024, represented 8.7 % and 6.9 %, respectively, of total net revenues.

Parties represented concentration in outstanding accounts receivable of 10.8 % of total outstanding accounts receivable as of December

3 unchanged sentences

Additionally,

Amazon a non-related party customer, represented 1.0 %

of total outstanding accounts receivable as of December 31, 2024.

from Amazon accounted for 7.02 .% of revenue for the twelve months ended December 31, 2024, and 10.5 % of total revenue for the year ended

Amazon a non-related party customer, represented 1.0 % of total outstanding accounts receivable as of December 31, 2025.

from Amazon accounted for 0.34 .% of revenue for the year ended December 31, 2025, and 7.02 % of total revenue for the year ended

December 31, 2024.

Company has one vendor for the year ended December 31, 2024, and two vendors for the year ended December 31, 2023, that supplied

more than 10% each of the Company’s overall purchases.

L&W supplied 14.84 %

and CM Batteries supplied 10.1 % of overall purchases for the year ended December 31, 2024.

Tian Li He Technology supplied 11.9 %

% and L&W supplied 14.4 %

of overall purchases for the year ended December 31, 2023.

Company has two vendors for the year ended December 31, 2025, and two vendors for the year ended December 31, 2024, that supplied more

than 10% each of the Company’s overall purchases.

L&W supplied 14.84 % and CM Batteries supplied 10.1 % of overall purchases

for the year ended December 31, 2024.

Tian Li He Technology supplied 11.9 % % and L&W supplied 14.4 % of overall purchases for the

year ended December 31, 2023.

Related Party Transactions

sell products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, companies

owned by the brother of Robert Carmichael.

Combined net revenues from these entities for the years December 31, 2024 and 2023, totaled

$ 566,291 and $ 806,824 , respectively.

Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach

Divers, and Brownie’s Yacht Toys at December 31, 2024, were $ 29,840 , $ 6,318 and $ 3,138 , respectively.

Accounts receivable from

Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2023,

were $ 12,766 , $ 11,927 and $ 6,790 , respectively.

also sell products to Brownie’s Global Logistics, LLC (“BGL”) and 940 Associates, Inc.

entities wholly-owned by Robert Carmichael.

Combined net revenues from these two entities for the years ended December 31, 2024 and

2023 were $ 0

We sell products to Brownie’s Southport Divers,

Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, companies owned by the brother of Robert Carmichael.

net revenues from these entities for the years ended December 31, 2025 and 2024, totaled $ 636,928

and $ 566,291 ,

respectively.

Accounts receivable from Brownie’s Southport Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s

Yacht Toys at December 31, 2025, were $ 9,444 ,

and $ 7,540 ,

respectively.

Accounts receivable from Brownie’s Southport Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s

Yacht Toys at December 31, 2024, were $ 29,840 ,

and $ 3,138 ,

respectively.

also sell products to Brownie’s Global Logistics, LLC (“BGL”) and 940 Associates, Inc.

(“940 A”), entities

wholly-owned by Robert Carmichael.

Combined net revenues from these two entities for the years ended December 31, 2025 and 2024 were

In addition, from time to time Mr.

Carmichael purchases products from us for his personal use.

Accounts receivable

from BGL, 940 A and Mr.

Carmichael totaled $ 0 at

December 31, 2024 and $ 647

at December 31, 2023.

of December 31, 2024, the Company had an amount due of $ 5,000 to Robert Carmichael for an advance to BLU3,Inc.

The Company also had

an amount due of $ 441 to Robert Carmichael as of December 31, 2024.

Carmichael purchases products

from us for his personal use.

Accounts receivable from BGL, 940 A and Mr.

Carmichael totaled $ 0

at December 31, 2025 and December 31, 2024.

of December 31, 2024, the Company $ 5,000

was due to Robert Carmichael for an advance to BLU3,Inc.

amount was due Robert Carmichael as of December 31, 2024.

are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark “Brownies Third Lung”,

18 unchanged sentences

the embedded conversion feature is not a derivative liability.

Carmichael has agreed to waive interest payments on this note effective

April, 1, 2024.

July 29, 2019 the Company agreed to pay the members of the Company’s board of directors, including Mr.

Carmichael, a management

director, an annual fee of $ 18,000 for serving on the Company’s board of Directors for the year ending December 31, 2019.

December 31, 2021, the Company had accrued $ 112,500 in such fees.

On August 21, 2020 the Company’s Board of

Directors approved the continuation of the 2019 Board compensation policy for the year ending December 31, 2024.

As of December 31, 2024,

the Company accrued an additional $ 36,000 in fees for a total of $ 220,500 in accrued fees.

Carmichael, an annual

fee of $ 18,000

for serving on the Company’s board of directors for the year ending December 31, 2019.

As of December 31, 2021, the Company

had accrued $ 112,500

in such fees.

On August 21, 2020 the Company’s board of directors approved the continuation of the 2019 Board compensation

policy for the year ending December 31, 2024.

As of December 31, 2024, the Company accrued an additional $ 9 .

In the third quarter of 2025.

the Company issued a total of 48,122,22

shares of common stock as compensation for the accrued board of directors fees through the end of September 30, 2025.

A total of 24,722,222

shares were issued at fair market value to Robert Carmicahel and 23,400,000

shares were issued at fair market value to Charles F.

Hyatt for a total of $ 384,978

as payment for the accrued Board of Directors ‘fees.

April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Robert.

Under the terms of the option agreement,

as additional compensation the Company granted Mr.

Carmichael an option to purchase up to an aggregate of 125,000,000 shares of the Company’s

common stock at an exercise price of $ .045 per share.

During the years ended December 31, 2024 and December 31, 2023 the Company nothing was expenses in relation with this option agreement, respectively.

Such option expired unexercised April 30, 2023.

November 5, 2020 the Company entered into a Non-Qualified Option Agreement with Mr.

Under the terms of this option

agreement, as additional compensations, the Company granted an option (the “Bonus Option”) to purchase up to an

aggregate of 30,000,000 shares

of the Company’s common stock at an exercise price of $ 0.0184 per

During the years ended December 31, 2024 and December 31, 2023, the Company nothing was expensed.

As of December 31, 2023, 5,000,000 shares

subject to option were vested.

These options have been forfeited upon Mr.

Constable’s resignation

as Chief Executive Officer of the Company in June 2023.

August 1, 2021 as part of the Blake Carmichael Agreement (see Note 15) the Company entered into a Non-Qualified Stock Option

Agreement with Blake Carmichael.

Under the terms of the Blake Carmichael agreement, Blake Carmichael is entitled to (i) a five-year

option to purchase 3,759,400

Under the terms of the

option agreement, as additional compensation the Company granted Mr.

Carmichael an option to purchase up to an aggregate of 125,000,000

shares of the Company’s common stock at an exercise price of $ .045

per share (the “BC Compensation Options”), 33.3%

of the shares subject to the option vested upon the execution of the agreement, 33% at the first anniversary date and 33% upon the

second anniversary date and (ii) a five-year option to purchase up to 18,000,000

shares of common stock which vest annually on a contract year basis, based upon the achievement of certain revenue and EBITDA based

financial metrics tied to revenue and EBITDA, which for the years ended December 31, 2024 and December 31, 2023 the Company expensed

and $ 49,448 ,

respectively.

November 5, 2022 the Company entered into a Non-Qualified Stock option agreement with Christopher Constable as part of his

employment agreement as the Company’s Chief Executive Officer.

Under the terms of the option agreement, the Company granted

Constable a five-year 5

During the years ended December 31, 2025 and December 31, 2024 the Company nothing was expenses in relation with this

option agreement, respectively.

Such option expired unexercised on April 30, 2023.

November 5, 2020 the Company entered into a Non-Qualified Option Agreement with Mr.

Under the terms of this option agreement,

as additional compensations, the Company granted an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000

shares of the Company’s common stock at an exercise price of $ 0.0184 per share.

During the years ended December 31, 2025 and December

31, 2024, the Company nothing was expensed.

As of December 31, 2023, 5,000,000 shares subject to option were vested.

These options have

been forfeited upon Mr.

Constable’s resignation as Chief Executive Officer of the Company in June 2023.

August 1, 2021 as part of the Blake Carmichael Agreement (see Note 15) the Company entered into a Non-Qualified Stock Option Agreement

with Blake Carmichael.

Under the terms of the Blake Carmichael agreement, Blake Carmichael is entitled to (i) a five-year option to purchase

3,759,400 shares of the Company’s common stock at an exercise price of $ 0.0399 per share (the “BC Compensation Options”),

33.3% of the shares subject to the option vested upon the execution of the agreement, 33% at the first anniversary date and 33% upon

the second anniversary date and (ii) a five-year option to purchase up to 18,000,000 shares of common stock which vest annually on a

contract year basis, based upon the achievement of certain revenue and EBITDA based financial metrics tied to revenue and EBITDA, which

for the years ended December 31, 2025 and December 31, 2024 the Company expensed $ 0 and $ 49,448 , respectively.

November 5, 2022 the Company entered into a Non-Qualified Stock option agreement with Christopher Constable as part of his employment

agreement as the Company’s Chief Executive Officer.

Under the terms of the option agreement, the Company granted Mr.

a five-year 5

immediately exercisable option to purchase 3,968,254

shares of the Company’s common stock at an exercise price of $ 0.0252

shares of the Company’s common stock at an exercise price

the “Compensation Options”.

The fair value of the options on the date

of the grant was $ 95,969

using the Black-Scholes option pricing model with the following assumptions:

The fair value of the

options on the date of the grant was $ 95,969

using the Black-Scholes option pricing model with the following

(i) risk free interest rate of .

3 unchanged sentences

Stock option expense recognized during the years ended December 31, 2025 and December 31, 2024 for this option was $ 0 .

and $ 95,969 ,

respectively.

The option was forfeited unexercised 90 days after Mr.

resignation as Chief Executive Officer

Constable’s resignation as Chief Executive Officer.

December 13, 2022, the Company issued 5,714,285 units, each unit consists of one share of common stock and a two-year warrant to purchase

one share of common stock at an exercise price of $ 0.0175 per share to Charles Hyatt a director, in a private offering for proceeds of

January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a director, an aggregate of 11,428,570 units, with

each 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 $ 0.0175 per share in consideration of $ 200,000 .

September 14, 2023, the Company issued a convertible demand 8 %

promissory note in the principal amount of $ 50,000

to Robert Carmichael for funds to meet the working capital needs of BLU3.

There is no amortization schedule for the note, and

interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day value “VWAP” of

the Company’s common stock prior to the quarterly interest payment date.

The note holder may demand payment or convert the

outstanding principal into shares of common stock at a conversion rate of $ 0.01351

per share at any time.

The conversion rate was calculated at a 35 %

discount to the 90 day VWAP of the Company’s stock as of the date of the note.

The Company recorded $- 0 -

for the beneficial conversion feature.

As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative

January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a director, an aggregate of 11,428,570 units, with each

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 $ 0.0175

per share in consideration of $ 200,000 .

September 14, 2023, the Company issued a convertible demand 8 % promissory note in the principal amount of $ 50,000 to Robert Carmichael

for funds to meet the working capital needs of BLU3.

There is no amortization schedule for the note, and interest is payable in shares

of common stock of the Company at a conversion price equal to the 90 day value “VWAP” of the Company’s common stock

prior to the quarterly interest payment date.

The note holder may demand payment or convert the outstanding principal into shares of

common stock at a conversion rate of $ 0.01351 per share at any time.

The conversion rate was calculated at a 35 % discount to the 90 day

VWAP of the Company’s stock as of the date of the note.

The Company recorded $- 0 - for the beneficial conversion feature.

conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability.

The outstanding balance on the note was

1 unchanged sentence

Carmichael has waived interest payments on the note effective as of September

November 14, 2023, the Company issued a promissory note in the principal amount of $ 150,000

to Charles Hyatt, a director, for working capital

requirements and payment of certain expenses in connection with the Company’s business.

The note bears interest at a rate of 9.9 %

per annum, and a default interest of 18 %

November 14, 2023, the Company issued a promissory note in the principal amount of $ 150,000 to Charles Hyatt, a director, for working

capital requirements and payment of certain expenses in connection with the Company’s business.

The note bears interest at a rate

of 9.9 % per annum, and a default interest of 18 % per annum.

Interest payments are due and payable on a monthly basis.

The Company may prepay the note in whole or in part, at any time

without premium or penalty.

The balance of $ 280,000

was outstanding under the note as of December

The Company may

prepay the note in whole or in part, at any time without premium or penalty.

The balance of $ 280,000 was outstanding under the note as

of December 31, 2024.

Pursuant to an amendment date November 13, 2004 the maturity date was extended from Mat 7, 2024 to May 5, 2025.

Pursuant to an amendment dated June 11, 2025, the maturity date was extended from May 5, 2025 to November 7, 2025.

February 5, 2024, the Company borrowed funds through the issuance of a promissory note in the principal amount of $ 280,000 to Charles

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a due date of May 5, 2025 , pursuant to an amendment dated November 13, 2024.

December 18, 2023, the Company issued a $ 25,0000 to Robert Carmichael for BLU3 working capital needs.

The note bears no interest and

is payable on demand.

Pursuant to an amendment dated June 11, 2025, the maturity

date was extended from May 5, 2025 to November 5, 2025,

December 18, 2023, the Company issued a $ 25,000 note to Robert Carmichael for BLU3 working capital needs.

The note bears no interest

and is payable on demand.

March 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand

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The fair value of these shares was $ 60,000

August 31, 2025 the Company issued 3,302,148 shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

fair value of these shares was $ 22,667 .

September 30, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

October 31, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

November 30, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

December 31, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

Accounts Payable and Accrued Liabilities

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of Convertible Debentures

September 3, 2021, the Company issued a $346,500 note payable to Summit Holding V, LLC as part of the acquisition of SSI.

carries 8% unsecured convertible promissory note, due September 3, 2024.

Payments on the note are to be equivalent to 50% of the

adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021.

Interest is payable

in company stock at the conversion price of $0.051272 and shall be paid quarterly.

September 3, 2021, the Company issued an $346,500 8% unsecured convertible promissory note payable to Summit Holding V, LLC as part

of the acquisition of SSI.

The note carries 8% unsecured convertible promissory note, due September 3, 2024.

Payments on the note

are payable quarterly commencing on December 31, 2021 at a rate equal to or to be equivalent to 50% of the adjusted net profit of

Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021.

Interest is payable in company common stock

at the conversion price rate of $0.051272 per share.

and shall be paid quarterly.

The note holder may convert any outstanding principal

and unpaid interest at a conversion rate of $0.051272 at any time up to the maturity date of the note.

and unpaid interest at a conversion rate of $0.051272 at any time.

up to the maturity date of the note.

The Company recorded $12,355

for the beneficial conversion feature.

The due date on this note has been extended by the lender while the Company works

through a restructure of the note.

The maturity due date of the note has been extended by the lender from September 3, 2024 while

the lender and the Company work through and determine a restructuring of the note.

September 3, 2021, the Company issued a three-year 8% unsecured convertible promissory note for $3,500 to Tierra Vista Partners,

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The Company recorded $125 for the beneficial conversion feature.

due date on this note has been extended by the lender while the Company works through a restructure of the note.

The due date on

this note has been extended by the lender while the Company works through a restructure of the note.

September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael

for funds to meet the working capital needs of LBI.

There is no amortization schedule for the note, and interest is payable in shares

of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly

interest payment date.

This note is classified as a current liability as the note holder may demand payment or convert the outstanding

principal at a conversion rate of $0.021 per share at any time.

for funds of LBI.

There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company

at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date.

is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion rate

of $0.021 per share at any time.

The Company recorded $19,250 for the beneficial conversion feature.

The Company has made payments

totalling $17,826 towards this note.

September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal amount of $50,000 to Robert Carmichael

for funds to meet the working capital needs of BLU3.

There is no amortization schedule for the note, and interest is payable in shares

of common stock of the Company at a conversion price equal to the 90 day value weighted average price (“VWAP”) of the

Company’s stock prior to the quarterly interest payment date.

The note holder may demand payment or convert the outstanding

principal at a conversion rate of $0.01351 per share at any time.

The conversion rate was calculated at a 35% discount to the 90

day VWAP of the Company’s stock as of the date of the note.

for working capital needs of BLU3.

There is no amortization schedule for the note, and interest is payable in shares of common stock

of the Company at a conversion price equal to the 90 day (“VWAP”) of the Company’s common stock prior to the quarterly

interest payment date.

The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.01351 per

share at any time.

The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the

date of the note.

The Company recorded $-0- for the beneficial conversion feature.

As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability.

The outstanding balance on

this note was $50,000 as of December 31, 2024 and December 31, 2023.

Carmichael has waived interest payments on this note effective

September 14, 2023.

As this conversion rate is a fixed rate, the embedded

conversion feature is not a derivative liability.

The outstanding balance on this note was $50,000 as of December 31, 2024 and December

Carmichael has waived interest payments on this note effective September 14, 2023.

The Company has made payments totalling

$5,000 towards this note.

breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2025:

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Non-Current Portion of Loan Payable

On September 3, 2021, the Company issued an $ 346,500 8 %

unsecured convertible promissory note payable to Summit Holding V, LLC as part of the acquisition of SSI.

The note carries 8 %

unsecured convertible promissory note, due September 3, 2024.

Payments on the note are payable quarterly commencing on December 31,

2021 at a rate equal to or to be equivalent to 50 %

of the adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021.

payable in company common stock at the conversion price rate of $ 0.051272

September 3, 2021, the Company issued an $ 346,500 , 8 % unsecured convertible promissory note payable to Summit Holding V, LLC as part

of the acquisition of SSI.

The note carries 8 % unsecured convertible promissory note, due September 3, 2024.

Payments on the note

are payable quarterly commencing on December 31, 2021 at a rate equal to or to be equivalent to 50 % of the adjusted net profit of

Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021.

Interest is payable in company common stock

at the conversion price rate of $ 0.051272 per share.

and shall be paid quarterly.

The note holder may convert any outstanding principal and unpaid interest at a conversion

rate of $ 0.051272

The note holder may convert any outstanding principal

and unpaid interest at a conversion rate of $ 0.051272 at any time.

up to the maturity date of the note.

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for the beneficial conversion feature.

The maturity due date of the note has been extended by the lender from September 3, 2024

to ______________

while the Company works through a determines a restructure of the note.

Schedule of Future Amortization of Notes Payable

The maturity due date of the note has been extended by the lender from September 3, 2024 while

the lender and the Company work through and determine a restructuring of the note.

of Future Amortization of Notes Payable

Total Note Payments

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The Company recorded $ 125 for the beneficial conversion feature.

due date on this note has been extended by the lender while the Company works through a restructure of the note.

The due date on

this note has been extended by the lender while the Company works through a restructure of the note.

of Future Amortization of Notes Payable

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for funds of LBI.

There is no amortization schedule for the note, and interest is payable in shares

of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly

There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company

at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date.

is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion rate

of $ 0.021 per share at any time.

The Company recorded $ 19,250 for the beneficial conversion feature.

The Company has made payments

totalling $ 17,826 towards this note.

September 14, 2023, the Company issued a convertible demand 8 % promissory note in the principal amount of $ 50,000 to Robert Carmichael

for working capital needs of BLU3.

There is no amortization schedule for the note, and interest is payable in shares of common stock

of the Company at a conversion price equal to the 90 day (“VWAP”) of the Company’s common stock prior to the quarterly

interest payment date.

This note is classified as a current liability as the note holder may demand payment or convert the outstanding

principal at a conversion rate of $ 0.021 per share at any time.

The note holder may demand payment or convert the outstanding principal at a conversion rate of $ 0.01351 per

share at any time.

The conversion rate was calculated at a 35 % discount to the 90 day VWAP of the Company’s stock as of the

date of the note.

The Company recorded $- 0 - for the beneficial conversion feature.

September 14, 2023, the Company issued a convertible demand 8 %

promissory note in the principal amount of $ 50,000

to Robert Carmichael for working capital needs of BLU3.

There is no amortization schedule for the note, and interest is payable in

shares of common stock of the Company at a conversion price equal to the 90 day (“VWAP”) of the Company’s common

stock prior to the quarterly interest payment date.

The note holder may demand payment or convert the outstanding principal at a

conversion rate of $ 0.01351

per share at any time.

The conversion rate was calculated at a 35 %

discount to the 90 day VWAP of the Company’s stock as of the date of the note.

The Company recorded $- 0 -

for the beneficial conversion feature.

As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative

The outstanding balance on this note was $ 50,000

as of December 31, 2024 and December 31, 2023.

As this conversion rate is a fixed rate, the embedded

conversion feature is not a derivative liability.

The outstanding balance on this note was $ 50,000 as of December 31, 2024 and December

Carmichael has waived interest payments on this note effective September 14, 2023.

November 14, 2023, the Company issued a promissory note in the principal amount of $ 150,000

to Charles Hyatt, a director, for working capital requirements and payment of certain expenses in connection with the Company’s

business combinations.

The maturity date of the Note is May 7, 2024 (the “Maturity Date”).

The Note bears interest at a rate

of 9.9 % per annum, and a default interest of 18 % per annum.

The Company has made payments totalling

$ 5,000 towards this note.

November 14, 2023, the Company issued a promissory note in the principal amount of $ 150,000 to Charles Hyatt, a director, for working

capital requirements and payment of certain expenses in connection with the Company’s business combinations.

The maturity date

of the Note is May 7, 2024 (the “Maturity Date”).

The Note bears interest at a rate of 9.9 % per annum, and a default interest

of 18 % per annum.

Interest payments shall be due and payable on a monthly basis.

may prepay the Note in whole or in part, at any time without premium or penalty.

The balance of $ 280,000 was outstanding as of December

31, 2024, and the due date was extended to a due date of May 5, 2025 , pursuant to an amendment dated November 13, 2024.

The Company may prepay the Note in whole or in part,

at any time without premium or penalty.

The balance of $ 280,000 was outstanding as of December 31, 2024, and the Maturity Date was extended

to a due date of May 5, 2025 , pursuant to an amendment dated November 13, 2024.

Pursuant to an amendment dated June 11, 2025, the Maturity

Date was extended from May 5, 2025 to November 7, 2025.

February 5, 2024, the Company borrowed funds through the issuance of a promissory note in the principal amount of $ 280,000 to Charles

7 unchanged sentences

part, at any time without premium or penalty.

The balance of $ 280,000 was outstanding as of December, and the due date was extended to

a due date of May 5, 2025 , pursuant to an amendment dated November 13, 2024.

of Future Amortization of Loans Payable

The balance of $ 280,000 was outstanding as of December, and the maturity date was extended to

May 5, 2025 , pursuant to an amendment dated November 13, 2024.

Pursuant to an amendment dated June 11, 2025, the maturity

date was extended from May 5, 2025 to November 5, 2025.

of Future Amortization of Loan Payable

2021 BLU3 (2)

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payment of $ 931 and is personally guaranteed by Robert Carmichael.

The loan balance as of December 31, 2024 was $ 8,686 and $ 19,855 as

of December 31, 2023.

The loan balance as of December 31, 2024 was $ 8,686 and $ 19,855

as of December 31, 2023.

This loan was paid off in 2025.

May 19, 2021, subsidiary BLU3, executed an equipment finance agreement to finance the purchase of certain plastic molding equipment

5 unchanged sentences

December 31, 2025 was $ 4,769 and $ 24,362 as of December 31, 2024.

June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production

The total purchase price of the molds was $ 84,500 of which $ 63,375 was financed by NFS Leasing on August 15, 2022.

The financing

agreement has a 33 month term beginning in August 2022 with a monthly payment of $ 2,571 .

The financing agreement contains customary

events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the assets of SSI.

The loan balance as of December

31, 2024 and December 31, 2023 was $ 12,329 and $ 38,607 , respectively.

June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement

production molds.

The total purchase price of the molds was $ 84,500

of which $ 63,375

was financed by NFS Leasing on August 15, 2022.

financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $ 2,571 .

The financing agreement contains customary events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the

assets of SSI.

The loan balance as of December 31, 2024 and December 31, 2023 was $ 12,329

and $ 38,607 ,

respectively.

This loan was paid off in 2025.

December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through

5 unchanged sentences

31, 2025 was 0 and $ 44,839 as of December 31, 2023.

This loan was paid off in 2025.

February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas.

2 unchanged sentences

events of default.

The loan balance as of December 31, 2024 was $ 27,685 .

The loan balance as of December 31, 2025 and 2024 was $ 22,817 and $ 27,685 .respectively.

September 4, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas.

2 unchanged sentences

events of default.

The loan balance as of September 30, 2024 was $ 23,722 .

The loan balance as of December 31, 2025 and, 2024 was $ 19,832 and $ 224,024 , respectively.

Business Combinations

2 unchanged sentences

LLC., Steven M.

Gagas and William Frenier, the sole members of Gold

Coast Scuba (together, the “LLC Members”) and Live Blue, Inc.

Pursuant to the terms of the Asset Purchase Agreement, Live

Blue, Incacquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated

with these assets.

In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition.

Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and Live Blue,

Pursuant to the terms of the Asset Purchase Agreement, Live Blue, Inc., acquired substantially all of Gold Coast Scuba’s assets

and assumed certain non-material liabilities of the business associated with these assets.

In addition, LBI assumed the lease for the

premises for Gold Coast Scuba as part of this asset acquisition.

consideration for the assets purchased, the Company paid $ 150,000 to the LLC Members.

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Period from Closing Date

eligible to be

leak-out restriction may be waived by the Company upon written request by a LLC Member, if the Company’s common stock is trading

15 unchanged sentences

Net Assets Acquired

September 17, 2024, the Company entered into an intellectual property rights purchase and transfer agreement with a buyer for the

purpose of purchasing the IP assets, fixed assets and inventory of Gold Coast Scuba from LBI for $ 118,989

which includes $ 18,500 IP assets and $ 100,489

September 17, 2024, the Company entered into an intellectual property rights purchase and transfer agreement with a buyer for the purpose

of purchasing the IP assets, fixed assets and inventory of Gold Coast Scuba from LBI for $ 118,989 which includes $ 18,500 IP assets and

$ 100,489 for the fixed assets and inventory of LBI.

As of December 31, 2024 approximately $ 10,000

remains outstanding related to this agreement.

As of December 31, 2025 approximately $ 10,000 remains outstanding related to this

Goodwill and Intangible Assets, Net

following table sets forth the changes in the carrying amount of the Company’ Goodwill for the years ended December 31, 2024 and

following table sets forth the changes in the carrying amount of the Company’s Goodwill for the years ended December 31, 2025 and

of Changes in Goodwill

12 unchanged sentences

Stockholders’ Equity Common Stock

January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a director, an aggregate of 11,428,570 units, with

each 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 $ 0.0175 per share in consideration of $ 200,000 .

of common stocks and warrants :

year ended December 31, 2023:

January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a director, an aggregate of 11,428,570 units, with each

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 $ 0.0175

per share in consideration of $ 200,000 .

March 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand

10 unchanged sentences

The fair value of these shares was $ 1,287 .

For year ended December 31,

March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand

21 unchanged sentences

The fair value of these shares was $ 7,000 .

For year ended December 31.

August 31, 2025 the Company issued 3,302,148 shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

fair value of these shares was $ 22,667 .

September 30, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

October 31, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

November 30, 2025 the Company issued 648,583

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

November 30, 2025, the Company issued 24,722,222 shares of common stock to Robert Carmichael as compensation for his services for the

board of directors of the Company from January 2017 to November 30, 2025.

The fair value for these shares was $ 197,778

November 30, 2025, the Company issued 23,400,000 shares of common stock to Charles Freddie Hyatt as compensation for his services for

the board of directors of the Company from April 2019 November 30, 2025.

The fair value of these shares was $ 187,200 .

December 31, 2025 the Company issued 216,616

shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 2,833 .

the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment

11 unchanged sentences

as on any matters submitted to our shareholders for a vote.

As and December 31, 2024 and 2023, the 425,000 shares of Series A Convertible

Preferred Stock are owned by Robert Carmichael.

As of December 31, 2025 and 2024, 425,000 shares of Series A Convertible

Preferred Stock outstanding are owned by Robert Carmichael.

Compensation Plan

11 unchanged sentences

of Equity Compensation Plan Information

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted – average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)

Number of securities to be issued upon exercise of outstanding

options, warrants and rights (a)

Weighted – average exercise price of outstanding

options, warrants and rights (b)

Number of securities remaining available for future issuances

under equity compensation plans (excluding securities reflected in column (a) (c)

Equity Compensation Plans Approved by Security Holders

Equity Incentive Options issued outside of the Equity Compensation Plan

the years ended December 31, 2024 and 2023, the Company has issued no options.

Upon exercise, shares of new common stock are issued by

the years ended December 31, 2024 and 2023, the Company recognized an expense of approximately $ 91,492 and $ 81,424 , respectively, of

non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations)

determined by application of a Black-Scholes option pricing model with the following inputs:

exercise price, dividend yields, risk-free

interest rate, and expected annual volatility.

The Company uses straight-line amortization of compensation expense over the requisite

service period for time-based options.

For performance-based options the Company evaluates the likelihood of a vesting qualification

being met, and will establish the expense based on that evaluation.

The maximum contractual term of the Company’s stock options

the years ended December 31, 2025 and 2024, the Company has issued no options under equity compensation plan.

Upon exercise, shares

of common stock are issued by the Company.

the years ended December 31, 2025 and 2024, the Company recognized an expense of approximately $ 16,200 and $ 91,492 , respectively, of non-cash

compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined

by application of a Black-Scholes option pricing model with the following inputs:

exercise price, dividend yields, risk-free interest

rate, and expected annual volatility.

The Company uses straight-line amortization of compensation expense over the requisite service

period for time-based options.

For performance-based options the Company evaluates the likelihood of a vesting qualification being met,

and will establish the expense based on that evaluation.

The maximum contractual term of the Company’s stock options is 5 years.

The Company recognizes forfeitures as they occur.

There are options to purchase approximately 5,806,266 shares that have

vested as of December 31, 2024.

Options to purchase approximately 5,806,266 shares have vested as of

December 31, 2025.

Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances.

2 unchanged sentences

of Valuation Assumptions of Options

Year ended December 31,

Expected volatility

266.0 % - 346.4 %

172.0 % – 346.4 %

Expected term

1.5 – 5.0 Years

1.5 - 5.0 Years

Risk-free interest rate

ended December 31,

266.0 % - 346.4

interest rate

0.21 % - 3.18

Forfeiture Rate

expected volatility was determined with reference to the historical volatility of the Company’s stock.

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( 170,999,530 )

( 35,295,237 )

Outstanding – December 31, 2025

22 unchanged sentences

options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation.

Stock option expense recognized during the year ended December 31, 2024 and December 31, 2023 was

$ 91,492 and $ 81,424 , respectively.

Stock option expense recognized during the year ended December 31, 2025 and December 31, 2025 was $ 12,600 and $ 91,492 , respectively.

January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 units, with each 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 $ 0.0175 per share in consideration of $ 200,000 .

of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $ 0.0175 per share in

consideration of $ 200,000 .

summary of the Company’s warrants as of December 31, 2025 and 2024, and changes during the years ended December 31, 2025 and 2024

3 unchanged sentences

Outstanding at December 31, 2024

( 4,000,000 )

Outstanding – December 31, 2025

Exercisable – December 31, 2025

( 14,255,952 )

Outstanding – December 31, 2025

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Current taxes

Change in deferred taxes

True up for new state tax rate

Perm differences

Temp differences

Change in valuation allowance

1 unchanged sentence

following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2025

of Significant Components of Deferred Tax Assets and Liabilities

Summary of Significant Components of Deferred

Tax Assets and Liabilities

Deferred tax assets:

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The Company has established a 100 %

valuation allowance against deferred tax assets of approximately $ 2,550,500 , due to the uncertainty regarding realization reserve against

the deferred tax assets.

The change in valuation allowance was an increase of $ 18,717 .

The Company has approximately $ 3,346,650 of net

loss carryforward that expire through 2037 and $ 4,497,364 that carryforward indefinitely but is limited to 80% of taxable income in any

valuation allowance against deferred tax assets of approximately $ 2,584,466 ,

due to the uncertainty regarding realization reserve against the deferred tax assets.

The change in valuation allowance was a

decrease of $ 33,912 .

The Company has approximately $ 3,346,650

of net loss carryforward that expire through 2037 and $ 1,525,938

that carryforward indefinitely but is limited to 80% of taxable income in any one year.

effective tax rate used for calculation of the deferred taxes as of December 31, 2025 was 26.66 %.

The Company has established a 100 %

valuation allowance against deferred tax assets of $ 2,531,800 due to the uncertainty regarding realization reserve against the deferred

The change in valuation allowance was an increase of $ 347,400 .

valuation allowance against deferred tax assets of $ 2,584,466

due to the uncertainty regarding realization reserve against the deferred tax assets.

The change in valuation allowance was a

decrease of $ 33,912 .

significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows:

of Differences Between Statutory Tax Rate and Effective Tax Rate

Statutory tax rate

Statutory tax rate-Federal

State tax, net of Federal benefits

True up for new state tax rate

Permanent differences

77 unchanged sentences

In consideration for his services, Mr.

Constable shall receive

Constable received

(i) an annual base salary of $ 200,000 , payable in accordance with the customary payroll practices of the Company, and (ii) upon execution

6 unchanged sentences

addition, Mr.

Constable shall be entitled to receive four-year 4 stock options to purchase shares of common stock at an exercise

Constable was entitled to receive four-year 4 stock options to purchase shares of common stock at an exercise

price equal to $ 0.0184 per share in the following amounts based upon the following performance milestones during the term of the

9 unchanged sentences

or New York Stock Exchange.

On June 24, 2023, Mr.

June 24, 2023, Mr.

Constable resigned as Chief Executive Officer of the Company effective July 7, 2023 .

August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael

Employment Agreement”) pursuant to which Mr.

August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael Employment

Agreement”) pursuant to which Mr.

Blake Carmichael shall serve as Chief Executive Officer of BLU3.

In consideration

for his services, Blake Carmichael shall receive (i) an annual base salary of $ 120,000 ,

payable in accordance with the customary payroll practices of the Company, and (ii) a cash bonus equal to 5% of the net income of

BLU3 payable quarterly, beginning with the first full calendar quarter after the execution of the agreement.

(iii) upon execution of

the Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400

shares at $ 0.0399 , 33.3%

of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the

In consideration for his services,

Blake Carmichael shall receive (i) an annual base salary of $ 120,000 , payable in accordance with the customary payroll practices of the

Company, and (ii) a cash bonus equal to 5% of the net income of BLU3 payable quarterly, beginning with the first full calendar quarter

after the execution of the agreement.

(iii) upon execution of the Employment Agreement, a non-qualified five-year stock option to purchase

3,759,400 shares at $ 0.0399 , 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third

anniversary of the agreement.

This agreement automatically renews for one year term unless either party give a 30 day notice.

7 unchanged sentences

shall receive (i) an annual base salary of $ 110,000 ,

payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance of $ 10,800 per

year, (iii) a five-year 5 option issued under the

Plan to purchase 300,000 shares

of common stock of the Company at $ 0.0531 per

payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance of $ 10,800

per year, (iii) a five-year 5 option issued under the Plan to purchase 300,000 shares of common stock of the Company at $ 0.0531 per

share, which option vests quarterly over the eight calendar quarters for one year term unless either party give a 30 day

25 unchanged sentences

recall and adjusted the reserve down to zero reflecting that all expenses related to the recall had been realized.

are no outstanding legal issues as of May 30, 2025

are no outstanding legal issues as of December 31, 2025

Subsequent Events

maturity due date of the convertible notes has been verbally extended by the lender while the Company works through to determines a restructure

of the notes.

No subsequent events.

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 9A. Controls and Procedures