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Brownie’s Marine Group, Inc. (BWMG) filed Amendment No. 2 to its June 30, 2026 quarterly report to correct the period reference in the explanatory note and several immaterial typographical and percentage errors in equity, cash flow captions, MD&A ratios, and a prior liability figure.
For the six months ended June 30, 2026, the company reported total revenues of $4.49 million versus $4.05 million a year earlier and net income of $711,688 versus $67,259, with basic EPS of $0.00139. Operating cash flow was $532,827, and cash increased to $714,411 with total assets of $5.91 million and total liabilities of $3.20 million. Results benefited from a $494,829 Employee Retention Credit refund recorded in other income. Despite current profitability and a working capital surplus of about $1.4 million, management states that an accumulated deficit of roughly $17.3 million and history of losses raise substantial doubt about the company’s ability to continue as a going concern.
The company continues extensive related-party activity, including convertible notes and royalties owed to entities controlled by its CEO and director financing. Subsequent events include an asset acquisition of Sunrise Paddleboards funded with 42,000,000 new common shares at $0.0044 per share and a new seven-year facility lease with rising annual base rent in Davie, Florida. As of September 10, 2026, common shares outstanding were 557,213,413.
Brownie’s Marine Group, Inc. (BWMG) filed an amended quarterly report for the six months ended June 30, 2026 to restate profit and loss figures and related MD&A. Prior statements for the quarter and six months are superseded and should no longer be relied upon; a related Form 8-K on non-reliance was filed earlier.
After correction, BWMG reports six‑month total revenues of $4.49 million, up from $4.05 million, and net income of $711,688 versus $67,259 a year earlier, with operating cash flow of $532,827. Gross margin improved, and stockholders’ equity rose to $2.71 million from $1.93 million at year-end 2025.
Despite recent profitability and a working capital surplus of about $1.4 million, management discloses an accumulated deficit of about $17.3 million and a history of operating losses, concluding that these conditions raise substantial doubt about the company’s ability to continue as a going concern. Management plans control enhancements and identifies material weaknesses in internal control around financial reporting.
Brownie’s Marine Group, Inc. (BWMG) disclosed that its unaudited consolidated financial statements for the three and six months ended June 30, 2026, in the Form 10‑Q filed August 4, 2026, should no longer be relied upon because of accounting and financial reporting errors.
The main error was use of financial information from an incorrect reporting year for the three months ended June 30, 2026. Corrections change operating results for that quarter from a loss of $151,080 to income of $22,716, and revise reported net income from $580,542 to $218,658, and include an out‑of‑period related‑party interest adjustment and an equity roll‑forward correction.
The company had previously identified material weaknesses in internal control over financial reporting, particularly in period‑end close and reconciliation, which contributed to the errors. Management and the board are implementing remediation measures, including enhanced reviews, stronger close and reconciliation procedures, added review checkpoints, technology‑assisted (AI‑enabled) analytical testing, and financial reporting personnel changes. An amended Form 10‑Q will be filed to restate the affected financial statements, and the company’s auditor, Bush & Associates, CPA, concurs with the conclusion on non‑reliance.
Brownie’s Marine Group designs and manufactures diving and water‑safety equipment through several subsidiaries. For the six months ended June 30, 2026, total revenues were $4,493,135, up 11.0% year over year, driven mainly by BLU3, Brownie’s Third Lung and Submersible Systems, while LW Americas softened.
Cost of revenues fell to 50.9% of sales from 65.7%, lifting gross margin to 49.1%. Net income reached $711,688 versus $67,259 a year earlier, helped by a $494,828.78 Employee Retention Credit refund recorded as other income. Operating cash flow improved to $532,827 and cash grew to $714,411.
Despite positive earnings and working capital of $1,399,187, management states that historical losses and prior cash usage raise substantial doubt about the company’s ability to continue as a going concern. After June 30, Brownie’s expanded into paddleboard and kayak tours by acquiring Sunrise Paddleboards, paying in common stock valued at $0.0044 per share.
Brownie’s Marine Group, Inc. appointed Mikkel Pitzner, age 58, to its board of directors effective July 16, 2026. His compensation for board service will be $4,500 each quarter, paid in shares of the company’s common stock.
The company states there is no arrangement or understanding with any other person regarding his selection, no family relationship between Mr. Pitzner and existing directors or executive officers, and no transactions involving him that require disclosure under Item 404(a) of Regulation S-K.
Brownie’s Marine Group, Inc. entered into a material definitive agreement under which its wholly owned subsidiary, Live Blue, Inc., acquired substantially all assets and certain liabilities of Sunrise Paddleboards LLC, a paddleboarding and kayaking experiences business.
As consideration, the company issued 42,000,000 shares of common stock at $0.0044 per share to Sunrise Paddleboards’ sole member, based on the June 30, 2026 OTC Markets closing price. The stock issuance was made as an unregistered, private transaction under Section 4(a)(2) of the Securities Act as a non-public offering.
Brownie’s Marine Group reported a much stronger quarter for the three months ended March 31, 2026. Total revenues rose to $2,115,244 from $1,529,203 a year earlier, while gross profit nearly doubled to $982,129, lifting gross margin to 46.4% from 38.9%.
The company swung from a net loss of $54,468 to net income of $493,030 and generated operating cash flow of $686,637, helped by a $494,829 Employee Retention Credit. Cash increased to $849,620, contributing to working capital of about $1,141,710 and total stockholders’ equity of $2,442,801.
Despite these improvements, accumulated deficit remained large at $17,538,328, and management again disclosed substantial doubt about the company’s ability to continue as a going concern. Disclosure controls and internal control over financial reporting were deemed ineffective due to multiple material weaknesses.
Brownie’s Marine Group, Inc. reports a small net loss of $105,149 for 2025 and continues to face substantial doubt about its ability to continue as a going concern. Revenues fell 7.99% to $7,516,687 as gross margin slipped from 40.4% to 37.4%.
Operating expenses were $2,958,659, including non-cash stock compensation of $198,478, and research and development spending declined to $3,638. The company ended 2025 with cash of $307,885, working capital of $579,074, and an accumulated deficit of $18,031,358.
Brownie’s continues shifting from gasoline-powered to battery-powered, software-enabled marine breathing and compressor technologies across five subsidiaries, while relying on related-party sales and licensed intellectual property controlled by its Chairman and CEO. Shares trade as a penny stock on the OTC Basic Market with 503,267,153 shares outstanding as of April 10, 2026.
Brownie’s Marine Group, Inc. reported that on November 24, 2025 it issued shares of common stock to two insiders instead of paying them cash for accrued board compensation. The company issued 24,722,222 shares to chief executive officer and director Robert Carmichael in lieu of a cash payment of $133,500, and 23,400,000 shares to director Charles Hyatt in lieu of $117,000. The issuances were made as unregistered sales of equity securities, relying on the private-offering exemption under Section 4(a)(2) of the Securities Act of 1933. The related disclosure about Mr. Carmichael is also referenced in the section covering director and officer arrangements.