STOCK TITAN

Brownie’s Marine cuts Q2 2026 net income to $219K

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Financial statement non‑reliance and restatement: Q2 2026 unaudited financials can no longer be relied upon and will be restated, indicating significant financial reporting issues.
  • Net income materially reduced: Q2 2026 reported net income is being corrected from $580,542 to $218,658, a substantial downward adjustment.
  • Material weaknesses in internal controls: The company confirms its internal control over financial reporting and disclosure controls were not effective as of June 30, 2026, with weaknesses in period‑end close and reconciliation contributing to the errors.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance
Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.
Q2 2026 operating results (before correction) loss of $151,080 Operating results for the three months ended June 30, 2026 as originally reported
Q2 2026 operating results (after correction) income of $22,716 Corrected operating results for the three months ended June 30, 2026
Q2 2026 net income (before correction) $580,542 Net income for the three months ended June 30, 2026 as originally reported
Q2 2026 net income (after correction) $218,658 Corrected net income for the three months ended June 30, 2026
Quarter covered by non-reliance three and six months ended June 30, 2026 Periods for which previously issued financial statements should not be relied upon
Board determination date August 14, 2026 Date the board concluded the financials should no longer be relied upon
Non-Reliance on Previously issued Financial Statements regulatory
"Item 4.02 Non-Reliance on Previously issued Financial Statements or a Related Audit Report"
material weaknesses regulatory
"the Company has identified material weaknesses in its internal control over financial reporting"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting regulatory
"its internal control over financial reporting and disclosure controls and procedures were not effective"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
period-end close financial
"deficiencies in the Company’s period-end close and reconciliation controls"
Amended Report regulatory
"intends to file an amendment to the Form 10-Q (the “Amended Report”)"
AI-enabled analytical testing technical
"Implementing technology-assisted financial review procedures, including AI-enabled analytical testing"

FAQ

What did BWMG disclose in this 8-K about its June 30, 2026 financials?

Brownie’s Marine Group, Inc. stated that its unaudited financial statements for the three and six months ended June 30, 2026 in the August 4, 2026 Form 10‑Q should no longer be relied upon due to accounting and financial reporting errors and will be restated in an amended report.

How are BWMG’s Q2 2026 operating results changing in the restatement?

For the three months ended June 30, 2026, operating results are being corrected from a loss of $151,080 to income of $22,716, due to errors tied to using financial information from an incorrect reporting year and related control deficiencies.

How is BWMG’s Q2 2026 net income being revised?

Reported net income for the three months ended June 30, 2026 is being corrected from $580,542 to $218,658. The company’s review identified errors affecting revenue, gross profit, operating results, other income, and net income that require restatement.

What internal control issues did BWMG identify as of June 30, 2026?

Brownie’s Marine Group reported material weaknesses in internal control over financial reporting and concluded its internal control and disclosure controls and procedures were not effective, citing deficiencies in period‑end close and reconciliation processes as contributing factors to the misstatements.

What remediation steps is BWMG taking to address its control weaknesses?

The company is enhancing management and board‑level review of filings, strengthening period‑end close and reconciliations, adding review checkpoints, implementing AI‑enabled analytical testing, requiring resolution of exceptions before filings, reassessing accounting organization, and making personnel and responsibility changes in the financial reporting function.

Does BWMG’s auditor agree with the non‑reliance conclusion?

Yes. Brownie’s Marine Group stated that Bush & Associates, CPA, its independent registered public accounting firm, has been informed and concurs with management’s conclusion that the previously issued financial statements should not be relied upon.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001166708 0001166708 2026-08-14 2026-08-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) August 14, 2026

 

BROWNIE’S MARINE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida   333-99393   90-0226181

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS. Employer

Identification No.)

 

4061 SW 47th Avenue, Davie, Florida   33314
(Address of principal executive offices)   (Zip Code)

 

(Registrant’s telephone number, including area code): (954) 462-5570

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 4.02 Non-Reliance on Previously issued Financial Statements or a Related Audit Report of Completed Interim Review.

 

On August 14, 2026, the board of directors (the “Board”) of Brownie’s Marine Group, Inc. (the “Company”), in consultation with management, determined that the Company’s unaudited consolidated financial statements for the three and six months ended June 30, 2026, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission (“SEC”) on August 4, 2026 (the “Form 10-Q”) should no longer be relied upon due to accounting and financial reporting errors identified subsequent to the filing in those financial statements.

 

The principal error resulted from the use of financial information from an incorrect reporting year in preparing the results for the three months ended June 30, 2026. As a result, certain amounts presented for the three-month reporting period did not accurately reflect the Company’s financial results for the applicable 2026 period. The error was subsequently identified by Company management through its internal review of the filed financial information. The error was due to deficiencies in the Company’s period-end close and reconciliation controls. Upon identifying that the reported results were inconsistent with management’s understanding of the Company’s operating performance for the period, management initiated a further review and reconciliation of the underlying financial information and promptly commenced corrective action. That review identified errors affecting revenue, gross profit, gross profit margin, operating results, other income and net income for the three months ended June 30, 2026, requiring restatement of the affected financial statements and related disclosures.

 

The principal adjustments reflected in the restatement include:

 

  1. Correction of the Company’s reported operating results for the three months ended June 30, 2026, from a loss of $151,080 to income of $22,716;
  2. Correction of reported net income from $580,542 to $218,658;
  3. Correction of an out-of-period related-party interest adjustment. Total interest expense was recorded in 2026, although it should have been accrued beginning in 2023. Management has analyzed the impact and concluded that the adjustment is not material. This error arose due to deficiencies in the Company’s period end close and reconciliation, and
  4. Correction of the equity roll forward to properly reflect the applicable 2025 and 2026 periods.

 

The Company intends to file an amendment to the Form 10-Q (the “Amended Report”) to restate the affected unaudited condensed financial statements and related disclosures in the Form 10-Q. Until the Amended Report is filed, investors and others should no longer rely upon the affected financial statements contained in the original Form 10-Q.

 

As previously disclosed, the Company has identified material weaknesses in its internal control over financial reporting and has concluded that its internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2026. The Company believes that weaknesses specifically in period-end close and reconciliation procedures, contributed to the error requiring the restatement.

 

 

 

 

Management, under the oversight of the Board, is in the process of implementing remediation measures intended to strengthen the Company’s financial reporting and disclosure controls. These measures include:

 

  Enhancing management and Board-level review of quarterly and annual financial statements and SEC filings;
  Strengthening period-end close, reconciliation and verification procedures, including procedures specifically designed to confirm that financial information corresponds to the correct reporting period and fiscal year;
  Establishing additional review checkpoints intended to compare reported financial results with underlying accounting records and management’s understanding of actual operating performance;
  Implementing technology-assisted financial review procedures, including AI-enabled analytical testing, as a supplemental control designed to identify period inconsistencies, mathematical discrepancies, unusual variances, internal inconsistencies and other potential reporting anomalies for further human review;
  Requiring that exceptions or inconsistencies identified through these procedures be investigated and resolved prior to authorization of applicable SEC filings;
  Evaluating the Company’s accounting and financial-reporting organizational structure, including the qualifications, responsibilities and resources necessary to support the Company’s SEC reporting obligations; and
  Implementing personnel and responsibility changes within the Company’s financial reporting function designed to strengthen technical accounting capability, accountability, review and segregation of responsibilities and to address identified sources of the reporting errors.

 

The Company expects these remediation efforts to continue as management and the Board evaluate the Company’s financial reporting personnel, processes, systems and controls. There can be no assurance that these measures will fully remediate the Company’s material weaknesses or prevent future material misstatements, and the Company may implement additional measures as its evaluation continues.

 

The Company’s management and the Board have discussed the foregoing matters with Bush & Associates, CPA, the Company’s independent registered public accounting firm. Bush and Associates, CPA has been informed and concurs with management’s conclusion regarding non-reliance on the previously issued financial statements.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BROWNIE’S MARINE GROUP, INC.
     
Date: August 24, 2026 By: /s/ Robert Carmichael
    Robert Carmichael
    Chief Executive Officer

 

 

 

 

Filing Exhibits & Attachments

3 documents