What changed in this filing

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Item 1A. Risk Factors

2025-06-16 compared with 2024-05-09 · 63 added, 47 removed, 236 unchanged (32% of the section changed)

8 unchanged sentences

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

On December 31, 2023,

we had an accumulated deficit of $17,685,610.

Revenues decreased by 11.6% for the year ended December 31, 2023, from 2022, and our gross

profit margin decreased from 32.6% in 2022 to 27.8% in 2023, our gross profit is not sufficient to cover our operating expenses of $3,277,319

On December 31, 2024, we

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

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

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

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

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

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In the year ended December 31, 2024,

our selling, general and administrative expenses, decreased 29.5% from 2022.

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

There are no assurances that we will be able to increase

2 unchanged sentences

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

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

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

We have recurring losses from operations and had a net loss of approximately $1,248,000 and have used approximately

$375,000 in net cash used in our operations in the year ended December 31, 2023 as well as an accumulated deficit of approximately

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

Our consolidated

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

Our principal sources of

liquidity are sales of equity and debt securities.

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

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

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

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

These factors,

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

Our consolidated financial statements do not

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

Our principal sources of liquidity are sales of equity

and debt securities.

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

are a small company who stock is quoted on the OTC Markets, we expect to encounter difficulty in raising working capital upon terms

and conditions satisfactory to us, if at all.

If we are unable to obtain sufficient funding or generate sufficient revenues, our

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

As we are a small company who stock

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

us, if at all.

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

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

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

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

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

increased volatility, and price dislocations.

Investors may have difficulty selling this stock.

rely on revenues from related parties.

generate revenues from sales to related parties, which accounted for 10.6% of our net revenues in 2023 and 11.4% of our net revenues

The loss of revenues from these related parties would have a material adverse impact on our business, results of operations

and financial condition in future periods.

generate revenues from sales to related parties, which accounted for 6.9% of our net revenues in 2024 and 11.2% of our net revenues in

The loss of revenues from these related parties would have a material adverse impact on our business, results of operations and

financial condition in future periods.

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

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

For a detailed description

of these material weaknesses and our remediation efforts and plans, see Part II, Item 9A-Controls and Procedures of this Annual Report.

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

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

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

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

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

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

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

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

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

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

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

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down to approximately $86,300 to reflect the actual impact on the Company’s financial condition.

There have been no further recalls

on our products in 2024.

AND OPERATIONAL RISKS

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result in the issuance of an additional 50,824,019 shares of our common stock.

The issuance of shares upon exercise of options will

result in dilution to the interests of other shareholders.

The issuance of shares upon exercise of options will result

in dilution to the interests of other shareholders.

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

common stock is quoted on the OTCQB tier of the OTC Markets.

There is a limited public market for our common stock and there can be no

assurance that an active trading market for our common stock will develop.

As a result, this could adversely affect our shareholders’

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

Thinly traded common stock can be more volatile than common

stock traded in an active public market.

Our common stock has experienced, and is likely to experience in the future, significant price

and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.

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

condition of the financial markets could cause the price of our common stock to fluctuate substantially.

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

until April 15, 2025.

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

Our commons stock

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

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

increased volatility, and price dislocations.

Investors may have difficulty selling our stock.

There can be no assurance that we can regain

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

As a result, this could

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

Thinly traded common

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

Our common stock has experienced, and is likely to experience

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

to our operating performance.

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

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

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

8 unchanged sentences

common stock is deemed to be “penny stock” as that term is defined under the Exchange Act.

Penny stocks generally are

equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges.

Our common stock is covered by an SEC rule that imposes additional sales practice requirements on broker-dealers who sell such

securities to persons other than established customers and accredited investors, which are generally institutions with assets in

excess of $5,000,000, or individuals with net worth in

excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.

Penny stocks generally are equity

securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges.

Our common stock

is covered by an SEC rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other

than established customers and accredited investors, which are generally institutions with assets in excess of $5,000,000, or individuals

with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.

Broker/dealers

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors