What changed in this filing

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Item 9A. Controls and Procedures

2025-06-16 compared with 2024-05-09 · 802 added, 739 removed, 1193 unchanged (56% of the section changed)

40 unchanged sentences

Management has identified the following material weaknesses:

are an insufficient number and lack of qualified accounting department and administrative

personnel and support;

are insufficient written policies and procedures to ensure the correct application of accounting

and financial reporting with respect to GAAP and SEC disclosure requirements;

● 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;

controls surrounding revenue recognition, to ensure that all material transactions and developments

impacting the financial statements are reflected and properly recorded;

are an insufficient number and lack of qualified accounting department and administrative personnel and support;

are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect

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;

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;

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

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to sufficient resources, management expects to remediate the material weaknesses identified above as follows:

has leveraged and will continue to leverage experienced consultants to assist with ongoing

GAAP and SEC compliance requirements.

We intend to expand our finance department through

the hiring of a certified public accountant to strengthen the segregation of duties, internal

controls and enhance our current staff.

● Segregation

has leveraged and will continue to leverage experienced consultants to assist with ongoing GAAP and SEC compliance requirements.

We intend to expand our finance department through the hiring of a certified public accountant to strengthen the segregation of duties,

internal controls and enhance our current staff.

of duties will be analyzed and adjusted Company-wide, where possible.

The Company is in the

process of hiring additional personnel in the accounting department as part of the internal

controls implementation and documentation of those controls and procedures.

The Company is in the process of hiring additional personnel

in the accounting department as part of the internal controls implementation and documentation of those controls and procedures.

Company plans on evaluating various accounting systems to enhance our system controls.

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Each executive

officer serves at the pleasure of the Board.

officer serves at the pleasure of the board of directors.

Since April 2004, Mr.

4 unchanged sentences

diving industry.

Constable as served as our Chief Executive Officer and a director starting November 2020.

On June 24, 2023,

Constable submitted his resignation as Chief Executive Officer effective July 7, 2023.

Constable remained a member of the Company’s

Board of Directors.

Constable sat on the board of directors of Bon Natural Life, Ltd.

BON), and served as the Chairman of

the audit committee until March, 2022.

Prior to joining our company, from August 2020 through the November 2020, Mr.

Constable provided

business and financial consulting services.

From 2003 through February 2020 Mr.

Constable served as Chief Financial Officer of John Keeler

& Co., Inc., d/b/a Blue Star Foods, a privately held international seafood company which in 2018 merged into Blue Star Foods Corp.,

a Miami, Florida-based sustainable seafood company (NASDAQ:

Constable served as Chief Financial Officer and a director of

Blue Star Foods Corp until February 2020.

Prior thereto, from 1999 to 2003, Mr.

Constable was a consultant at Gateway Capital Corp.,

a business consulting firm, where he analyzed the financial and reporting capabilities of prospective lending customers with revenues

from $10 to $100 million.

Additionally, Mr.

Constable was involved with loan workouts of facilities that required either liquidation

or restructuring to ensure collectability for the financial institutions.

From 1990 to 1999, Mr.

Constable was a commercial banker at

Mercantile Bankshares in Baltimore, Maryland, Finova Capital Corporation and Capital Bank, both in south Florida.

Constable received

in Finance with an Accounting Minor from the Merrick School of Business at the University of Baltimore in 1989.

was selected to serve as a director for his experience with public companies and over 30 years background in finance and accounting.

Hyatt has served as a director since March 2019.

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are not a “listed company” under SEC rules and therefore are not required to have an audit committee comprised of independent

Christopher Constable is a “financial expert” within the meaning of the rules and regulations of the SEC.

following table provides information concerning the compensation paid to our Company’s non-employee director for services rendered

as a director during the year ended December 31, 2024.

Christopher Constable

Charles Hyatt

Chris Constable (1)

Constable resigned as a director on May 21, 2024.

Section 16(a) Reports

4 unchanged sentences

we do not have a formal policy regarding communications with our Board, shareholders may communicate with the Board by writing to us

at Brownie’s Marine Group, Inc., 3001 NW 25th Avenue, Suite 1, Pompano Beach, Florida 33069, Attention:

at Brownie’s Marine Group, Inc., 4061 SW , 47 th Ave , Davie, Florida 33314, Attention:

Robert Carmichael.

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

Shareholders 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

Company has adopted insider trading policies and procedures governing the purchase, sales or other dispositions of its securities by

directors, officers, employees, or the Company that we believe are reasonably designed to promote compliance with insider trading laws,

rules, and regulations, and any listing standards applicable to the Company.

A copy of the Insider Trading Policy is filed as Exhibit

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

5 unchanged sentences

Christopher Constable,

(1) Represents

the aggregate grant date fair value of the shares of our common stock, computed in accordance

with ASC Topic 718.

The assumptions made in the valuations of the stock awards are included

in Note 13 of the notes to our consolidated financial statements.

(2) Represents

(i) $18,000 in director compensation (ii) $5,686 in health insurance premiums paid on behalf

Carmichael, and (iii) an aggregate of $61,308 in royalties paid to an entity controlled

(i) $18,000 in director compensation (ii) $13,305 in health insurance premiums paid on behalf of Mr.

Carmichael, and (iii) an aggregate

of $58,632 in royalties paid to an entity controlled by Mr.

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

(3) Represents

(i) $18,000 in director compensation (ii) $5,921 in health insurance premiums paid on behalf

Carmichael, and (iii) an aggregate of $57,320 in royalties paid to an entity controlled

(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.

(4) Represents

a five-year option to purchase 2,403,846 shares of common stock.

The option was forfeited upon Mr.

Constable’s resignation as Chief Executive Officer effective July 7, 2023.

(5) Represents

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

on behalf of Mr.

(6) Represents a portion of salary for 2023 due to Mr.

Constable submitted his resignation as Chief Executive Officer

effective July 7, 2023.

(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.

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

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Equity Awards at December 31, 2024

table below reflects all equity awards made to each Named Executive Officer that were outstanding on December 31, 2023.

Unexercisable

Expiration Date

20,761,904 (1)

25,000,000 (2)

fully vested in January 2020

vest based upon certain corporate milestones as discussed in Note 13 of the financial statements

included in this Annual Report.

Constable Employment Agreement

November 5, 2020, we entered into a three-year employment agreement (the “Constable Employment Agreement”), which agreement

will automatically renew for one-year successive terms unless either party notifies the other of its desire to terminate the agreement

at least 60 days prior to the then current term.

Pursuant to the Agreement, Mr.

Constable will serve as our Chief Executive Officer and

In consideration for his services, Mr.

Constable is entitled to an annual base salary of $200,000, payable in accordance

with the customary payroll practices of the Company, and upon execution of the Constable Employment Agreement and on each anniversary

thereof, a non- qualified immediately exercisable five-year stock option to purchase that number of shares equal to $100,000 of the value

of the Company’s common stock at an exercise price equal to the market price of the common stock on the date of issuance.

to the Agreement, on November 5, 2020, we issued Mr.

Constable an option to purchase 5,434,783 shares of common stock at an exercise

price of $0.0184 per share pursuant to an option award agreement and upon the first anniversary we issued Mr.

Constable an option to

purchase 2,403,846 shares of common stock at an exercise price of $0.0401.

addition, Mr.

Constable is entitled to receive four-year stock options to purchase shares of common stock at an exercise price equal

to $0.0184 per share in the amounts listed below based upon the following performance milestones during the term of the Constable Employment

(i) 2,000,000 shares - if the Company’s total net revenues, as reported in its statement of operations in its financial

statements in its filings with the SEC, including as a result of a stock or asset acquisition of a third party (“Net Revenues”)

are in excess of $5,000,000, in the aggregate, for four consecutive fiscal quarters;

(ii) 3,000,000 shares - if the Net Revenues are

in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters;

(iii) 5,000,000 shares - if the Net Revenues are in

excess of $10,000,000, in the aggregate, for four consecutive fiscal quarters;

and (iv) 20,000,000 shares - if the Company’s common

stock is listed on the on NASDAQ or New York Stock Exchange.

Constable is also entitled to participate in all benefit programs the

Company offers to its executives, reimbursement for business expenses and three weeks of annual paid vacation.

agreement may be terminated for “cause” (as defined in the Agreement), upon his death or disability, or by the Company without

Furthermore, Mr.

Constable may terminate the Agreement for “good reason” (as defined in the agreement).

If the Company

terminates the agreement for cause, or if it terminates upon Mr.

Constable’s death or disability, or if he voluntarily terminates

the Agreement, neither Mr.

Constable nor his estate (as the case may be) is entitled to any severance or other benefits following the

date of termination.

If the Company terminates the Agreement without cause or Mr.

Constable terminates the Agreement for good reason,

the Company is obligated to continue to pay Mr.

Constable’s base salary for a period of six months.

The Agreement also contains

customary confidentiality, non-disclosure and indemnification provisions.

June 24, 2023, Mr.

Constable voluntarily submitted his resignation as Chief Executive Officer effective July 7, 2023.

Constable remains

a member of the Company’s Board of Directors.

was no equity awards made to the Named Executive Officer that were outstanding on December 31, 2024.

Carmichael Employment Agreement

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

Agreement”) pursuant to which Mr.

August 1, 2021, we entered into a three-year employment agreement with Blake Carmichael (the “Blake Carmichael Employment Agreement”)

pursuant to which Mr.

Carmichael will continue to serve as Chief Executive Officer of BLU3.

In consideration for

his services, Blake Carmichael will 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, and (iii) a non-qualified five-year stock option to purchase 3,759,400

shares of common stock at an exercise price $0.0399, 33.3% of which stock subject to the option vested immediately upon grant, 33.3%

vests on the second anniversary and 33.3% vests on the third anniversary of the agreement.

In addition, Blake Carmichael was granted

a five-year stock option to purchase up to 18,000,000 shares of common stock at an exercise price of $0.0399 per share which vests

upon the achievement of certain annual financial metrics as set forth in the Agreement.

In consideration for his services, Blake

Carmichael will 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, and (iii) a non-qualified five-year stock option to purchase 3,759,400 shares of common stock at an exercise

price $0.0399, 33.3% of which stock subject to the option vested immediately upon grant, 33.3% vests on the second anniversary and 33.3%

vests on the third anniversary of the agreement.

In addition, Blake Carmichael was granted a five-year stock option to purchase up to

18,000,000 shares of common stock at an exercise price of $0.0399 per share which vests upon the achievement of certain annual financial

metrics as set forth in the Agreement.

This agreement includes a provision for automatic renewal at the end of the initial term with

each party required to provide a notice of intent not to renew no less than 30 days prior to the end of the term.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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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 ownership” concepts under

the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly

has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes

the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial owner of any security of

which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may be deemed

to be a beneficial owner of the same securities, and a person may be deemed 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., 3001 NW 25th Avenue, Suite

1, Pompano Beach, Florida 33069.

The percentages below are calculated based on 437,742,050 issued and outstanding shares of common stock

and 425,000 shares of Series A Stock outstanding as of March 30, 2024.

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

ownership” concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security

if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the

security, or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also

deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed

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.

Name and Address of

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45,299,847 (1)

Christopher H.

164,285,713 (2)

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

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Tallahassee, Florida 32312

35,587,553 (2)

Series A Convertible Preferred Stock

All directors and executive officers as a group (one person)

(i) 14,587,190 shares held by 940A Associates, Inc., a corporation over which Mr.

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dispositive power;

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

to purchase an aggregate of 20,761,904 shares of common stock at an exercise price of $0.018 per share and (iv) options to purchase

an aggregate of 50,000,000 shares of common stock at an exercise price of $0.045.

Does not include the voting power over 106,250,000

shares of common stock by virtue of Mr.

(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.

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

warrants to purchase an aggregate of 17,142,855 shares of common at an exercise price of $.0175 per share.

6,758,075 shares related to the conversion option of the convertible note to SSI with a balance of $346,500 with a conversion price

of $0.051272.

Relationships and Related Transactions, and Director Independence.

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

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

Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the

The agreement provides for a royalty to be paid equal to the greater of 2.5% on all sales of Trebor or $15,000 per

Total royalty fees paid to 940 A in the years ended December 31, 2023 and 2022 totaled $31,993 and $61,308, respectively.

The Company had accrued royalties of $2,238 and $2,845 for the years ended December 31, 2023 and 2022, respectively.

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

“Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement.

The agreement

provides for a royalty to be paid equal to the greater of 2.5% on all sales of Trebor or $15,000 per quarter.

Total royalty fees paid

to 940 A in the years ended December 31, 2023 and 2022 totaled $31,993 and $61,308, respectively.

The Company had accrued royalties of

$2,238 and $2,845 for the years ended December 31, 2023 and 2022, respectively.

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

5 unchanged sentences

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.

February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares upon the exercise of a warrant at $0.025 per share

in consideration of $250,000.

February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares upon the exercise of a

warrant at $0.025 per share in consideration of $15,000.

March 14, 2022, the Company issued 10,000,000 shares of common stock to Charles Hyatt, a director, upon exercise of a warrant at an exercise

price of $0.04 per share for proceeds of $250,000.

March 14, 2022, the Company issued 600,000 shares of common stock to Grace Hyatt, the adult daughter of Charles Hyatt, a director, upon

exercise of a warrant at an exercise price of $0.04 per share for proceeds of $15,000.

December 13, 2022, the Company issued 5,714,286 shares of common stock and a two-year warrant to purchase 5,714,286 shares of common

stock at an exercise price of $0.0175 per share to Charles Hyatt a director, in a private offering for proceeds of $100,000.

September 14, 2023, The Company issued an on-demand note to Robert Carmichael, the CEO of the Company (the “Lender”) in the

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

principal amount of $50,000.

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

November 7, 2023, the Company issued a promissory note (the “Note”) to Charles Hyatt, a director of the Company (the “Lender”)

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 Note bears interest at the rate of 9.9% per annum, is payable in monthly installments, and matures

on August 7, 2024.

December 18, 2023, The Company issued an on-demand note to Robert Carmichael, the CEO of the Company (the “Lender”) 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 two independent director, Christopher Constable and Charles Hyatt, who are considered “independent” as defined

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.

following table shows the fees that were billed for the audit and other services provided by Liggett & Webb, PA for 2022 (until

October 10, 2022).

As of October 10, 2022, Liggett & Webb, P.A.

resigned as the independent registered public accounting firm

engaged to audit the financial statements of the Company.

Also on such date, the Company’s Board of Directors engaged

Assurance Dimensions, Inc .

to serve as its independent registered public accounting firm to perform the year-end audit for the year

ended December 31, 2023 and December 31, 2022.

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

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.

Audit-Related Fees

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for the years ended December 31, 2024 and 2023.

respectively.

Administration

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fees paid to the auditors with respect to 2024 and 2023were pre-approved by the entire board of directors.

percentage of hours expended on Assurance Dimensions respective engagement to audit our financial statements for the most recent fiscal

percentage of hours expended on Bush and Associates respective engagement to audit our financial statements for the most recent fiscal

year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was

Financial Statements Schedules

Incorporated by Reference

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

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

and the Shareholders of Submersible Systems, Inc.

Plan of Conversion

Articles of Conversion (Nevada)

Certificate of Conversion (Florida)

Articles of Incorporation (Florida)

Articles of Amendment

of Conversion

of Conversion (Nevada)

of Conversion (Florida)

of Incorporation (Florida)

Equity Compensation Plan

Form of 2017 Secured Convertible Promissory Note

of 2017 Secured Convertible Promissory Note

Unsecured Convertible Debenture dated May 3, 2011

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

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

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

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

Convertible Demand Note, dated September 30, 2022

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

Amendment to $150,000 Promissory Note, dated November 13, 2024

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

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

and Robert M.

1 unchanged sentence

and Slater Palms LLC

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

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

and Trebor Industries 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.

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.

and the Company

1 unchanged sentence

and the Company

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 +

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 +

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

and the Company

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.

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 Liberty Property Limited Partnership

Convertible Promissory Note, dated September 3, 2021

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

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

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

marine group, Inc.

Chief Executive Officer,

(Principal Executive Officer)

Chief Financial Officer,

(Principal Financial and Accounting Officer)

Executive Officer,

Executive Officer)

Financial Officer,

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

1 unchanged sentence

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

/s/ Christopher

Christopher H.

June 16, 2025

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

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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, 2024 and 2023

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

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of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

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

Marine Group, Inc.

and Subsidiaries

on the Financial Statements

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

and Subsidiaries (the Company) as of

December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flow for each

of the years in the two-year period ended December 31, 2023, and the related consolidated notes (collectively referred to as the financial

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 each of the years in the two-year period ended December

31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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 ended December 31, 2023 as well as an accumulated deficit of approximately $17,685,610 as

of December 31, 2023.

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.

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 uncertainty.

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 uncertainty.

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

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assets for the year ended December 31, 2023.

have served as the Company’s auditor since 2022

Dimensions, LLC.

We have served as the Company’s auditor since 2022

Margate, Florida

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Current Assets

Accounts receivable – net of allowances of $ 54,427 in 2023 and $ 28,558 in 2022

Accounts receivable - net

Accounts receivable - related parties

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Property, equipment and leasehold improvements, net

Operating lease right-of-use assets

Operating lease assets

Intangible assets, net

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Convertible notes

Loans payable, current portion

Current maturities long term debt

Related party notes payable

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Total liabilities

Commitments and contingent liabilities (see note 15)

Commitments and contingent liabilities

Stockholders’ equity

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10,000,000 shares authorized;

425,000 issued and outstanding as of December 31, 2023 and December 31, 2022.

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

Common stock;

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1,000,000,000 shares authorized;

437,742,050 shares issued and outstanding at December 31, 2023 and 425,520,662 shares issued and outstanding at December 31, 2022, respectively.

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

respectively.

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

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Royalties expense

Total cost of revenues

Total cost of net revenues

Operating expenses

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( 1,169,413 )

( 1,850,395 )

Other (income) expense, net

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( 1,248,115 )

( 1,892,891 )

Provision for income taxes

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$ ( 1,248,115 )

Other Comprehensive Income

Unrealized gain on foreign currency contract

Total Other Comprehensive income

Comprehensive loss

( 1,248,115 )

Basic loss per common share

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THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Stockholders Equity

Income (Loss)

Preferred Stock

Common Stock Payable

Shares Outstanding

Paid-in Capital

Accumulated Deficit

Stockholders’ Equity

Balance, December 31, 2021

Additional Paid-in

Accumulated Other

Comprehensive

Total Stockholder’s

Income (Loss)

December 31, 2022

$ ( 16,437,495 )

Shares issued for the purchase of units

Shares issued for exercise of warrants

Shares issued for Asset Purchase

Shares issued for Royalty agreement

Shares issued for accrued interest in convertible notes

Shares issued for employee bonus

Shares issued for services

Beneficial Conversion Feature

Shares issued for accrued interest on convertible notes

Stock Option Expense

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( 1,248,115 )

Balance, December 31, 2022

December 31, 2023

$ ( 17,686,610 )

Shares issued for the purchase of units

Shares issued for accrued interest in convertible notes

Shares issued for accrued interest on convertible notes

Shares issued for Professional Services

Shares issued for salary reduction

Stock Option Expense

( 1,248,115 )

Balance, December 31, 2023

To record Shares issued in error

December 31, 2024 (unaudited)

$ ( 17,927,329 )

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AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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Shares issued for royalty

Allowance (recovery) for doubtful accounts

Allowance for slow moving inventory

Allowance for Nomad recall

Reserve (recovery) for bad debt

Reserve for slow moving inventory

Reserve for Nomad recall

Shares issued for exclusivity

Stock Based Compensation - Options

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Shares issued for accrued interest in convertible notes

Gain on Settlement of Debt

Gain on forgiveness of PPP loan

Changes in operating assets and liabilities

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Change in other assets

Change in ROU assets

Change in accounts payable and accrued liabilities

Change in customer deposits and unearned revenue

Change in long term lease liability

Change in long term lease

Change in other liabilities

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Net cash used in operating activities

Cash flows provided by (used) in investing activities:

Cash flows acquired (used) in investing activities:

Cash used in asset acquisition

Cash Acquired in acquisition

Cash used in purchase of fixed assets, net of debt

Purchase of fixed assets

Net cash used in investing activities

Net cash acquired (used) in investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock

Proceeds from issuance of units

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Proceeds of related party demand note

Proceeds of convertible note

Proceeds of note

Repayment on notes payable

Repayment of debt

Net cash provided by financing activities

Net decrease in cash

Net cash from financing activities

Net change in cash

Cash, beginning balance

Cash, end of Year

Cash, end of period

Supplemental disclosures of cash flow information:

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Supplemental disclosure of non-cash financing activities:

Operating lease obtained for operating lease liability

Cash paid for interest

Common Stock issued for asset acquisition

Convertible notes issued for acquisition

Beneficial conversion feature on notes issued for acquisition

Fixed asset purchase through the issuance of debt

Prepayment for equipment through financing

Common Stock issued for payment of convertible note interest

Equipment obtained through financing

Shares issued for royalty agreement

accompanying notes are an integral part of these financial statements

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TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

31, 2024 AND 2023

Description of business and summary of significant accounting policies

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

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

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

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

through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”).

On September 3, 2021, the Company, entered

into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida

corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation

(“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”)

and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”),

the owners of all of the capital stock of Submersible organized in 2017, pursuant to which Acquisition Sub merged with and into Submersible

(the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company.

is a manufacturer of high-pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington

Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.

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.

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

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

of Consolidation -The consolidated financial statements include the accounts of BWMG 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

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The Company has no firm commitment for any additional capital and there are no assurances it will be successful

in obtaining additional funds.

in obtaining additional funds or on terms favorable to the Company.

the Company fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale

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Accounts at each

institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000

At December 31, 2023 and 2022, the Company

had approximately $ 25,000 and $- 0 -,

respectively, in excess of the FDIC insured limit.

receivable – The Company manufactures and sells its products to a broad range of customers, primarily retail

Few customers are provided with payment terms of 30 days.

The Company has tracked historical loss information for its trade

receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due,

31–60 days past due, 61–90 days past due, and more than 90 days past due).

In accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), management believes that the historical

loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at December 31, 2023, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss

percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time).

As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category.

Accordingly, the allowances for doubtful accounts totaled

at December 31, 2023 and 2022, respectively.

institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 per entity.

At December 31, 2024

and 2023, the Company had approximately $ 85,000 and $ 25,000 , respectively, in excess of the FDIC insured limit.

receivable – The Company manufactures and sells its products to a broad range of customers, primarily retail stores.

Few customers

are provided with payment terms of 30 days.

The Company has tracked historical loss information for its trade receivables and compiled

historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90

days past due, and more than 90 days past due).

accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), management believes that the historical loss information

it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at December 31, 2023, because

the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages

(i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time).

management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category.

the allowances for doubtful accounts totaled $ 23,490 and $ 54,427 at December 31, 2024 and 2023, respectively.

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

Management’s judgment is required to determine the allowances for obsolete or excess inventory.

Inventory on hand may exceed

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

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

established by the Company.

Though the Company considers these allowance balances to be adequate, changes in economic conditions,

customer inventory levels or competitive conditions could have a favorable or unfavorable effect on required allowance

Inventory on hand may exceed future

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

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

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

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

and equipment and leasehold improvements – Property and equipment and leasehold improvement is stated at cost less accumulated

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of Maturities of Operating Lease Liabilities

Trebor Industries

Submersible Systems

Live Blue, Inc.

Submersible Systems Lease

Imputed interest

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on gross sales multiplied by the historical warranty expense return rate.

The warranty allowance charged to cost of net revenues and is

included in accrued expenses and is deemed sufficient to absorb any material or labor costs that might be incurred on sales recorded

The warranty allowance charged to cost of net revenues and

is included in accrued expenses and is deemed sufficient to absorb any material or labor costs that might be incurred on sales recorded

during the period.

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loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments.

per common share – Basic loss per share excludes any dilutive effects of options, warrants and convertible

Basic loss per share is computed using the weighted- average number of outstanding common shares during the applicable

Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares

outstanding during the period.

per common share – Basic loss per share excludes any dilutive effects of options, warrants and convertible securities.

loss per share is computed using the weighted- average number of outstanding common shares during the applicable period.

per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the

Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

December 31, 2023 and December 31, 2022, 107,761,177 and 266,722,242 ,

respectively, potentially dilutive shares were not recognized as their inclusion would be anti-dilutive.

These shares reflect shares

potentially issuable under convertible note agreements, outstanding warrants, outstanding stock options and the conversion of

preferred stock.

At December 31, 2024 and December

31, 2023, 50,824,019 and 107,761,177 , respectively, potentially dilutive shares were not recognized as their inclusion would be anti-dilutive.

These shares reflect shares potentially issuable under convertible note agreements, outstanding warrants, outstanding stock options and

the conversion of preferred stock.

accounting pronouncements

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Prepaid Expenses and Other Current Assets

expenses and other current assets consisted of the following:

expenses and other current assets consisted of the following as of:

of Prepaid Expenses and Other Current Assets

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and equipment consist of the following as of:

of Property and Equipment

Schedule of Property and Equipment

Tooling and equipment

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assets, respectively.

assets at December 31, 2023 and December 31, 2022 of $ 30,724

consisted of refundable deposits.

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.

Customer Credit and Vendor Concentrations

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

Carmichael and three companies owned by Robert M.

Carmichael as further

discussed in Note 7 - Related Parties Transactions.

Combined sales to these six entities for the years ended December 31, 2023 and 2022,

represented 10.6 % and 11.4 %, respectively, of total net revenues.

Related Parties represented concentration in

outstanding accounts receivable of 8.6 % of

total outstanding accounts receivable as of December 31, 2023 and 10.1 %

as of December 31, 2022.

Brownie’s Global Logistics, LLC represented concentration in outstanding accounts receivable of less

of total outstanding accounts receivable as of December 31, 2023 and 2022.

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.

Parties represented concentration in outstanding accounts receivable of 16.0 % of total outstanding accounts receivable as of December

31, 2024 and 8.6 % as of December 31, 2023.

Brownie’s Global Logistics, LLC represented concentration in outstanding accounts receivable

of less than 10% of total outstanding accounts receivable as of December 31, 2024 and 2023.

Additionally,

the Company has a non-related party customer, Amazon, that represented 4.8 % of total outstanding accounts receivable as of December 31,

from Amazon accounted for 10.5 %

of revenue for the twelve months ended December 31, 2023, and 12 %

of total revenue for the year ended December 31, 2022, respectively.

Company has one vendor that for the year ended December 31, 2023, and two vendors for the year ended December 31, 2022, that supplied

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

December 31, 2023.

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 %

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

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

Tian Li He Technology supplied 11.9 %

of overall purchases and L&W supplied 11.7 %

% and L&W supplied 14.4 %

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

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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, 2022, were $ 16,875 ,

$ 6,773 and $ 15,532 , 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.

(“940 A”), entities

wholly-owned by Robert Carmichael.

Combined net revenues from these three entities for the years ended December 31, 2023 and 2022 were

$ 1,799 and $ 4,646 , respectively.

entities wholly-owned by Robert Carmichael.

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

2023 were $ 0

and $ 1,799 ,

respectively.

In addition, from time to time Mr.

Carmichael purchases products from us for his personal use.

receivable from BGL, 940 A and Mr.

Carmichael totaled $ 647 at December 31, 2023 and $ 2,408 at December 31, 2022.

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, 2023, 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.

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.

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 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.

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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 Board of Directors’ fees.

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

On August 21, 2020 the Company’s Board of

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As of December 31, 2024,

the Company accrued an additional $ 36,000 in Board of Directors’ fees for a total of $ 184,500 in accrued fees.

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

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

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

Under the terms of the option agreement,

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

During the years ended December 31, 2023 and December 31, 2022 the Company expensed

$- 0 - and $ 655,516 in relation to this option agreement, respectively.

As of December 31, 2023, the aggregate total of 125,000,000 options

expired on April 30, 2023.

on 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 $ .0184 per share.

During the years ended December 31, 2023 and December

31, 2022, the Company expensed $- 0 - and $ 63,267 , respectively.

As of December 31, 2023, there were 5,000,000 shares vested from this option.

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 (the “BC Compensation Options”), 33.3%

of the shares subject to the Option vest upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second

anniversary date and (ii)(ii) a 5-year option to purchase up to 18,000,000 shares to vest annually on a contract year basis, based upon

the achievement of certain financial metrics tied to revenue and EBITDA, which for the years ended December 31, 2023 and December 31,

2022 the Company expensed $ 49,448 and $ 49,448 , respectively.

February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares upon the exercise of a warrant at $ 0.025 per share

in consideration of $ 250,000 .

February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares upon the exercise of a

warrant at $ 0.025 per share in consideration of $ 15,000

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

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, 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

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Constable a five-year 5

option to purchase 3,968,254

immediately exercisable option to purchase 3,968,254

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

the “Compensation Options”.

The Compensation Options were immediately vested.

The fair value of the options on the date

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and (iv) expected volatility of 256 %.

Stock option expense recognized during the years ended December 31, 2023 and December 31, 2022 for this option was $- 0 - and $ 95,969 , respectively.

Stock option expense recognized during the years ended December 31, 2024 and December 31, 2023 for this option was $- 0 -

and $ 95,969 ,

respectively.

The option was forfeited unexercised 90 days after Mr.

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 Company director, an aggregate of 11,428,570 units, with

each unit consisting of one share of common stock and a two-year common stock purchase warrant to purchase one share of 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 .

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.

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 September

November 14, 2023, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $ 150,000 to

Charles Hyatt, a Company 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

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

December 18, 2023, the Company issued an on demand promissory note of $ 25,000 to to Robert Carmichael for funds to meet the working capital

needs of BLU3.

The promissory note bears no interest and is payable on demand.

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

The outstanding balance on the note was $ 50,000

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

Carmichael has waived interest payments on the note effective as of September 14,

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 %

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

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

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

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

combinations.

The maturity date of the note was August 6, 2024 .

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

interest rate of 18 % per annum.

Interest payments are 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 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.

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.

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 $ 1,287 .

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

note for the three months ending March 31, 2023.

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

December 9, 2024 the Company issued 8,241,759 shares of commons stock to Blake Carmichael as compensation for a reduction in salary.

The fair value of these shares was $ 60,000 .

Accounts Payable and Accrued Liabilities

payable and accrued liabilities consists of the following as of:

Schedule of Accounts Payable and Accrued Liabilities

of Accounts Payable and Accrued Liabilities

December 31, 2024

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liabilities consist of the following as of:

Schedule of Other Liabilities

of Other Liabilities

December 31, 2024

1 unchanged sentence

Accrued expenses

Accrued recall reserve fee

Accrued Board of Directors fees

information regarding the recall reserve fee can be found in note 15.

Convertible Promissory Notes and Loans Payable

Convertible Promissory Notes, Demand Notes and Loans Payable

Promissory Notes

Promissory Notes consist of the following at December 31, 2024:

Schedule of Convertible Debentures

breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2023:

Convertible Promissory Notes

Summit Holdings

Robert Carmichael

Total Loan Payments

Portion of Loan Payable

$ ( 343,413 )

$ ( 399,355 )

Portion of Loan Payable

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.

8 unchanged sentences

for the beneficial conversion feature.

September 3, 2021, the Company issued a three-year 8 % unsecured convertible promissory note

for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI.

Payments on the

note are to be equivalent to 50 % of the adjusted net profit of SSI, payable calendar quarterly

commencing on December 31, 2021 .

Interest is payable quarterly in common stock of the Company

at the conversion price of $ 0.051272 per share.

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.

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

through a restructure of the note.

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

LLC as part of the acquisition of SSI.

Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI, payable

calendar quarterly commencing on December 31, 2021.

Interest is payable quarterly in common stock of the Company at the conversion

price of $0.051272 per share.

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.

The Company recorded $125 for the beneficial conversion feature.

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.

The Company recorded $ 19,250 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.

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.

The Company recorded $19,250 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 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.

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.

breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2024:

of Breakdown Current and Long-term Amounts

Summit Holdings V,

Tierra Vista Partners,

Robert Carmichael

Total Loan Payments

Current Portion of Loan Payable

$ ( 343,413 )

$ ( 410,959 )

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

and shall be paid quarterly.

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

rate of $ 0.051272

up to the maturity date of the note.

The Company recorded $ 12,355

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

2 unchanged sentences

Non-Current Portion of Notes Payable

September 3, 2021, the Company issued a three-year 8 % unsecured convertible promissory note

for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI.

Payments on the

note are to be equivalent to 50 % of the adjusted net profit of SSI, payable calendar quarterly

commencing on December 31, 2021.

Interest is payable quarterly in common stock of the Company

at the conversion price of $ 0.051272 per share.

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.

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

LLC as part of the acquisition of SSI.

Payments on the note are to be equivalent to 50 % of the adjusted net profit of SSI, payable

calendar quarterly commencing on December 31, 2021.

Interest is payable quarterly in common stock of the Company at the conversion

price of $ 0.051272 per share.

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.

The Company recorded $ 125 for the beneficial conversion feature.

Schedule of Future Amortization of Notes Payable

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

Total Note Payments

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Non-Current Portion of Notes Payable

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

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

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.

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 Company recorded $ 19,250 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.

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 Company recorded $ 19,250 for the beneficial

conversion feature.

Schedule of Future Amortization of Loans Payable

Capital BLU3 ()

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.

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

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.

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

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

combinations.

The maturity date of the note was August 6, 2024 .

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

interest rate of 18 % per annum.

Interest payments are 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 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

2021 BLU3 (2)

2022 BLU3 (4)

2024 BLU3 (5)

Total Loan Payments

1 unchanged sentence

Non-Current Portion of Loan Payable

August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut

Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van.

The installment agreement

is for $ 55,841 with a zero interest rate payable over 60 months with a monthly payment of

$ 931 and is personally guaranteed by Mr.

The loan balance as of December 31,

2023 was $ 19,855 and $ 31,023 as of December 31, 2022.

May 19, 2021, subsidiary BLU3, executed an equipment finance agreement to finance the purchase

of certain plastic molding equipment through Navitas Credit Corp.

The amount financed is $ 75,764 payable over 60 equal monthly installments of $ 1,611 (the

“Navitas 1”).

August 21, 2020, the Company executed an instalment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes

Benz Sprinter delivery van.

The instalment agreement is for $ 55,841 with a zero interest rate payable over 60 months with a monthly

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.

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

through Navitas Credit Corp.

The amount financed is $ 75,764 payable over 60 equal monthly instalments of

$ 1,611 (the “Navitas 1”).

The equipment finance agreement contains customary events of default.

The loan balance as of December 31, 2023 was $ 38,481 and $ 54,930 as of December 31, 2022.

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.

The loan balance as of

December 31, 2024 was $ 24,362 and $ 38,841 as of December 31, 2023.

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 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.

December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of

certain plastic molding equipment through Navitas Credit Corp.

amount financed is $ 63,689 payable over 36 equal monthly installments of $ 2,083 (“Navitas

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

Navitas Credit Corp.

The amount financed is $ 63,689 payable over 36 equal monthly installments of $ 2,083

(“Navitas 2”).

The equipment finance agreement contains customary events of default.

balance as of December 31, 2023 was $ 44,839 and $ 63,689 as of December 31, 2022.

The loan balance as of December

31, 2024 was $ 21,735 and $ 44,839 as of December 31, 2023.

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

The amount financed is $ 32,274 payable over 60 equal monthly installments of $ 715 .

The inventory finance agreement contains customary

events of default.

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

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

The amount financed is $ 24,620 payable over 60 equal monthly installments of $ 602 .

The inventory finance agreement contains customary

events of default.

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

Business Combinations

1 unchanged sentence

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.

LLC., Steven M.

Gagas and William Frenier, the sole members of Gold

1 unchanged sentence

Pursuant to the terms of the Asset Purchase Agreement, Live

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

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

with these assets.

5 unchanged sentences

and (b) a cash payment of $ 30,000 .

Consideration Shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the

Consideration Shares were subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the

of Holding Period and Shares Eligible To Sold

Period from Closing Date

to be sold or transferred

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

for the fixed assets and inventory of LBI.

As of December 31, 2024 approximately $ 10,000

remains outstanding related to this agreement.

Goodwill and Intangible Assets, Net

2 unchanged sentences

Balance, January 1

Acquisitions of Submersible Systems, Inc.

Balance, December 31

8 unchanged sentences

aggregate amortization remaining on the intangible assets as of December 31, 2024 is a follows:

of Estimated Intangible Assets Amortization Expense

of Estimated Intangible Assets Amortization Expenses

Stockholders’ Equity Common Stock

January 17, 2022, the Company issued a law firm 1,000,000 shares of common stock with a fair value of $ 27,500 as part of the agreed upon

compensation for a representation agreement.

January 31, 2022, the Company issued a consultant 121,212 shares of common stock with a fair value of $ 4,000 for consulting services

related to the dive industry.

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise

of a warrant at $ 0.025 per share in consideration of $ 250,000 .

February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a

warrant at $ 0.025 per share in consideration of $ 15,000 .

February 28, 2022, the Company issued a consultant, 85,106 shares of common stock with a fair value of $ 4,000 for consulting services

related to the dive industry.

May 3, 2022, the Company issued 3,084,831 shares of common stock pursuant to the asset purchase agreement with Gold Coast Scuba, LLC

with a fair value of $ 120,000 .

May 31, 2022, the Company issued a consultant, 302,953 shares of common stock with a fair value of $ 12,000 for consulting services related

to the dive industry.

June 17, 2022, the Company issued 280,000 shares of common stock to an employee as a retirement gift.

The fair value of this stock was

June 30, 2022, the Company issued 449,522 shares of common stock to the holders of convertible notes for payment of interest through

June 30, 2022.

The fair value of these shares was $ 23,048 .

September 7, 2022, the Company issued to two accredited investors, 8,541,666 units of the Company, with each unit consisting of one share

of common stock and a two- year common stock purchase warrant to purchase one share of common stock at an exercise price of $ 0.024 per

share in consideration of $ 205,000 .

The Company did not pay any fees or commissions in connection with the sale of the units.

September 30, 2022, the Company issued 136,527 shares of common stock to the holders of convertible notes for payment of interest for

the three months ending September 30, 2022.

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

November 1, 2022, the Company issued an aggregate of 1,155,881 shares to the designated shareholders in accordance with the amended STS

The fair value of these shares was $ 30,000 .

December 13, 2022, the Company issued 5,714,286 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

December 31, 2022, the Company issued 198,204 shares of common stock to the holders of convertible notes for payment of interest for

the three months ending December 31, 2022.

The fair value of these shares was $ 8,336 .

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

each unit consisting of one share of common stock and a two-year common stock purchase warrant to purchase one share of 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 .

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

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

note for the three months ending March 31, 2024.

The fair value of these shares was $ 4,007 .

March 31, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of

interest for the three months ending March 31, 2024.

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

June 30, 2024, the Company issued 123,354 shares of common stock to Robert Carmichael for payment of interest on the convertible demand

note for the three months ending June 30, 2024.

The fair value of these shares was $ 2,672 .

June 30, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest

for the three months ending June 30, 2024.

The fair value of these shares was $ 4,328 .

August 15, 2024 the Company issued 850,000 shares of common stock to the holders of convertible notes for payment of professional services.

The fair market value of these shares was $ 8,500 .

September 30, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment

of interest for the three months ending June 30, 2024.

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

December 9, 2024, the Company issued 8,241,759 shares to Blake Carmichael as compensation related to a salary reduction.

The fair market

value of these shares was $ 60,000 .

December 31, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment

of interest for the three months ending June 30, 2024.

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

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

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Equity Incentive Options issued outside of the Equity Compensation Plan

Company has issued options to purchase approximately 67,439,637 shares at an average price of $ 0.029 with a fair value of approximately

For the years ended December 31, 2023 and 2022, the Company issued options to purchase - 0 - and 5,710,901 shares, respectively.

Upon exercise, shares of new common stock are issued by the Company.

the years ended December 31, 2023 and 2022, the Company recognized an expense of approximately $ 81,424

and $ 951,400 ,

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

The Company recognizes forfeitures as

There are options to purchase approximately 41,057,753

shares that have vested as of December 31, 2023.

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 Company recognizes forfeitures as they occur.

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

vested as of December 31, 2024.

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

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Outstanding at December 31, 2022

( 170,999,530 )

( 35,295,237 )

Outstanding – December 31, 2023

1 unchanged sentence

( 1,475,000 )

( 35,295,237 )

Outstanding – December 31, 2024

1 unchanged sentence

following table summarizes information about employee stock options outstanding at December 31, 2024

Summary of Exercise Price of Employee Stock Options Outstanding

of Exercise Price of Employee Stock Options Outstanding

Range of Exercise Price

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$ 0.0440 - $ 0.0531

Outstanding options

of December 31, 2023, the Company had approximately $ 1,504,700

of unrecognized pre-tax non-cash compensation

expense related to options to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average

period of 2.1 years.

The Company uses straight-line amortization of compensation expense over the requisite service period for time-based

For performance-based 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, 2023 and

December 31, 2022 was $ 81,424 and 951,414 , respectively.

February 2, 2022, the Company issued Charles Hyatt 10,000,000 shares of common stock upon the exercise of a warrant at $ 0.025 per share

in consideration of $ 250,000 .

February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, 600,000 shares of common stock upon the exercise

of a warrant at $ 0.025 per share in consideration of $ 15,000 .

September 7, 2022, the Company issued an aggregate of 8,541,666 units to two accredited investors.

Each unit consisted of one share of

common stock and a two-year common stock purchase warrant to purchase one share of common stock at an exercise price of $ 0.024 per share

in consideration of $ 205,000 .

December 13, 2022, the Company issued to Charles Hyatt, 5,714,285 units.

Each unit consisted of one share of common stock and a two-year

common stock purchase warrant to purchase one share of common stock at an exercise price of $ 0.0175 per share in consideration of $ 100,000 .

of December 31, 2024, the Company had approximately $ 987,800 of unrecognized pre-tax non-cash compensation expense related to options

to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 2.1 years.

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.

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

$ 91,492 and $ 81,424 , 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 common stock purchase warrant to purchase one share of common stock at an exercise price

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 .

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is presented below:

Schedule of Warrants Activity

of Warrant Activity

Life in Years

Outstanding at December 31, 2023

( 4,000,000 )

Outstanding – December 31, 2024

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components of the provision for income tax expense are as follows for the years ended:

Schedule of Provision for Income Tax Expense

of Provision for Income Tax Expense

Current taxes

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following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2024

Summary of Significant Components of Deferred Tax Assets and Liabilities

of Significant Components of Deferred Tax Assets and Liabilities

Deferred tax assets:

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Allowance for doubtful accounts

Deferred Rent

Reserves for slow moving inventory

Reserve for recall

Net operating loss carryforward

Net operating loss carry forward

Total deferred tax assets

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effective tax rate used for calculation of the deferred taxes as of December 31, 2023 was 21.39 %.

The Company has established a 100 % valuation

allowance against deferred tax assets of $ 2,184,400 due

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

The change in valuation allowance was an increase

of $ 347,400 .

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 .

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

Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate

of Differences Between Statutory Tax Rate and Effective Tax Rate

Statutory tax rate

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Commitments and Contingencies

August 14, 2014, the Company entered into a thirty-seven month lease for its facilities in Pompano Beach, Florida, commencing on September

August 14, 2014, the Company entered into a thirty-seven 37 month lease for its facilities in Pompano Beach, Florida, commencing on

September 1, 2014.

Terms included payment of a $ 5,367 security deposit;

base rent of approximately $ 4,000 per month over the term of the lease

plus sales tax;

and payment of 10.76 % of annual operating expenses (common areas maintenance), which was approximately $ 2,000 per month

subject to periodic adjustment.

On December 1, 2016, the Company entered into an amendment to the initial lease agreement, commencing

on October 1, 2017, extending the term of the lease for an additional eighty-four months , expiring September 30, 2024 .

The base rent

was increased to $ 4,626 per month with a 3 % annual escalation throughout the amended term.

January 4, 2018, the Company entered into a sixty-one

month lease renewal for its facility in

Huntington Beach, California commencing on February 1, 2018.

Terms included base rent of approximately $ 9,300 per

month for the first 12 months with an annual escalation clause of 2.5 %

The Company paid a security deposit of $ 8,450 upon

entering into the lease.

November 11, 2018, the Company entered a sixty-nine month lease commencing on January 1, 2019 for approximately 8,025 square feet adjoining

its existing facility in Pompano Beach, Florida.

base rent of approximately $ 4,000 per month over the term of

the lease plus sales tax;

and payment of 10.76 % of annual operating expenses (common areas maintenance), which was approximately

$ 2,000 per month subject to periodic adjustment.

On December 1, 2016, the Company entered into an amendment to the initial lease

agreement, commencing on October 1, 2017, extending the term of the lease for an additional eighty-four months , expiring September

The base rent was increased to $ 4,626 per month with a 3 % annual escalation throughout the amended term.

January 4, 2018, the Company entered into a sixty-one month 61 lease renewal for its facility in Huntington Beach, California

commencing on February 1, 2018.

Terms included base rent of approximately $ 9,300 per month for the first 12 months with an annual

escalation clause of 2.5 % thereafter.

The Company paid a security deposit of $ 8,450 upon entering into the lease.

The Company did

not renew this lease at expiration.

November 11, 2018, the Company entered a sixty-nine 69 month lease commencing on January 1, 2019 for approximately 8,025 square feet

adjoining its existing facility in Pompano Beach, Florida.

Terms of the new lease include a $ 6,527 security deposit;

initial base rent of approximately

$ 4,848 per month escalating at 3 % per year during the term of the lease plus Florida state sales tax and 10.11 % of the buildings annual

operating expenses (common area maintenance) which is approximately $ 1,679 per month, subject to adjustment as provided in the lease.

May 2, 2022, LBI entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is

the assignee to the remainder of the lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The

Sea, Florida.

rent of approximately $ 4,848 per month escalating at 3 % per year during the term of the lease plus Florida state sales tax and

10.11 % of the buildings annual operating expenses (common area maintenance) which is approximately $ 1,679 per month, subject to

adjustment as provided in the lease.

The Company did not renew this lease at expiration.

May 2, 2022, LBI entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is the

assignee to the remainder of the lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida.

The lease is in its third year of a three-year term and has a $ 2,816 per month base rent.

The lease provides an option

to renew for an additional term of two years with an increase of base rent by 3.5 %.

The lease provides an option to renew for an

additional term of two years with an increase of base rent by 3.5 %.

September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California effective February

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security deposit of $ 2,426 upon entering into the sublease.

This lease has expired but the tenant remains on a month to month basis.

June 30, 2020, the Company entered into Amendment No.

9 unchanged sentences

the Company will pay additional minimum royalties of $ 60,000 per year or $ 15,000 per quarter for the years 2022 through 2024.

1, 2022 the Company issued to the designees of STS 1,155,881 shares of common stock with a fair value of $ 30,000 in accordance with the

Patent License Agreement.

Royalty recorded under this Agreement was $ 138,643 and $ 203,621 for twelve months ended December 31, 2023 and

December 31, 2022, respectively.

24, 2024, the Company entered into Addendum No.

3 to the STS Agreement.

3 delays the additional minimum yearly royalty of

$ 60,000 , or $ 15,000 per fiscal quarter from 2024 to 2025.

Therefore, no additional minimum royalty was required during 2024, but will

be required beginning the fiscal first quarter of 2025.

2025 will be the final year of the additional minimum royalty under the STS agreement.

On November 1, 2022 the Company issued to the designees of STS 1,155,881 shares of common stock with a fair value of $ 30,000 in accordance

with the Patent License Agreement.

Royalty recorded under the Amended agreement was $ 125,159.32 and $ 138,643 for the years ended December

31, 2024 and 2023, respectively.

As included in other liabilities, accrued royalties under this agreement were $ 35,020 and $ 41,151 at

1 unchanged sentence

and Employment Agreements

June 9, 2020, the Company entered into a one-year advertising and marketing agreement with Figment Design for $ 8,840 per month which

agreement terminated on July 31, 2021.

November 5, 2020, the Company entered into a three-year employment agreement with Christopher Constable (the “Constable Employment

14 unchanged sentences

addition, Mr.

Constable shall be entitled to receive four-year 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 Constable

Employment Agreement:

(i) 2,000,000 shares – if the Company’s total net revenues, as reported in its statement of

operations in its financial statements in its filings with the SEC, including as a result of a stock or asset acquisition of a third

party (“Net Revenues”) are in excess of $ 5,000,000 , in the aggregate, for four consecutive fiscal quarters;

Constable shall be 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

Constable Employment Agreement:

(i) 2,000,000 shares – if the Company’s total net revenues, as reported in its statement

of operations in its financial statements in its filings with the SEC, including as a result of a stock or asset acquisition of a

third party (“Net Revenues”) are in excess of $ 5,000,000 , in the aggregate, for four consecutive fiscal quarters;

3,000,000 shares – if the Company’s Net Revenues are in excess of $ 7,500,000 , in the aggregate, for four consecutive

4 unchanged sentences

or New York Stock Exchange.

On June 24, 2023, Christopher Constable submitted his resignation as Chief Executive Officer of Brownie’s Marine

Group, Inc., a Florida corporation (the “Company”) effective July 7, 2023.

Constable will remain a member of the Company’s

Board of Directors and in a consulting capacity until further notice.

Constable’s resignation did not arise from any disagreement

with the Company on any matter relating to the Company’s operations, policies or practices.

March 1, 2021, the Company entered into an investor relations consulting agreement with BGM Equity Partners, LLC.

The term of the agreement

is twelve months.

As compensation, the Company issued 3,000,000 shares of its common stock valued at $ 120,000 to BGM Equity Partners.

The agreement expired on March 1, 2022.

On 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.

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 ,

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

1 unchanged sentence

(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%

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

addition, Blake Carmichael shall be entitled to receive a five-year stock option to purchase up to 18,000,000 shares of common stock

at an exercise price of $ 0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement, expediency measurement

and an EBITDA measurement.

September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”)

pursuant to which Ms.

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

addition, Blake Carmichael shall be entitled to receive a five-year 5 stock option to purchase up to 18,000,000 shares of common

stock at an exercise price of $ 0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement,

expediency measurement and an EBITDA measurement.

September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment

Agreement”) pursuant to which Ms.

Buban shall serve as the President of SSI.

In consideration for her services, Mrs.

Buban 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 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.

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

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

addition, Mrs.

Buban shall be entitled to receive a five-year stock option to purchase up to 7,110,000 shares of common stock of the

Company at an exercise price of $ 0.0531 per share, which vests upon the attainment of certain defined annual financial metrics, as set

forth in the Buban Employment Agreement.

Buban shall be entitled to receive a five-year 5 stock option to purchase up to 7,110,000 shares of common stock of

the Company at an exercise price of $ 0.0531 per share, which vests upon the attainment of certain defined annual financial metrics,

as set forth in the Buban Employment Agreement.

May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”)

4 unchanged sentences

Gagas shall receive an annual salary of $ 50,000 .

The agreement terminated upon Mr.

Gagas’ retirement in January 2024.

January 17, 2022, the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services.

1 unchanged sentence

for any other legal work and issued 1,000,000 shares of common stock with a fair market value of $ 27,500 to CLG.

Gagas retired in

January, 2024

December 22, 2022, the U.S.

Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the

Nomad tankless dive system, which is distributed by BLU3, Inc.

As part of the recall procedure, the CPSC has approved the

Company’s proposed remedy for the recall and BLU3 will begin to receive units back from consumers to repair affected Nomad

The Company has evaluated the costs of this recall and has deemed it necessary to set an allowance of $ 160,500

for such costs.

In 2023 the Company finalized the recall and adjusted the reserve down to approximately $ 86,300 to reflect the actual

impact on the Company’s financial condition.

Company was a defendant in an action, Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v.

Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17th Judicial Circuit, Broward County, Florida.

The complaint, related

to consulting services provided to the Company by the deceased between 2005 and 2017, alleged breach of contract and quantum meruit and

sought $ 15,870.97 in unpaid consulting fees together with interest.

In April 2020, the Company filed a Motion to Dismiss, and at a hearing

held in May 2021, the Court struck certain allegations contained in the complaint, the parties agreed that the quantum meruit allegation

is deemed to be an alternative to the breach of contract allegation but permitted certain other allegations to stand.

The parties entered

mediation pursuant to the Court’s order.

This action was settled for $ 10,000 on July 12, 2021.

The Company paid monthly installments

The settlement was fully paid during the second quarter of 2022.

Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad

tankless dive system, which is distributed by BLU3, Inc.

As part of the recall procedure, the CPSC approved the Company’s proposed

remedy for the recall and BLU3 began to receive units back from consumers for repair in [provide month and year]..

The Company has evaluated

the costs of this recall and has deemed it necessary to set an allowance of $ 160,500 for such costs.

In 2024, the Company finalized the

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

Subsequent Events

February 8, 2024, Brownies Marine Group, Inc.

(the “Company”), issued a promissory note (the “Note”) to Charles

Hyatt, a director of the Company (the “Lender”) in the principal amount of $ 280,000 .

The Note bears interest is payable in

monthly installments at the rate of 9.9 %per annum and matures on August 7, 2024 .

proceeds of the Note will primarily be used for general working capital purposes.

of default on the Note include insolvency and failure to pay principal or interest when due and upon the occurrence of an event of default

as described in the Note, the outstanding interest and principal will become immediately due and payable.

The default interest rate on

the Note is 18 %.

The Note can be repaid at any time without penalty or premium.

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.

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