10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2021

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Commission file number 333-99393

Brownie’s Marine Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	90-0226181
State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification No.

3001 NW 25th Avenue, Suite 1
Pompano Beach, Florida	33069
Address of principal executive offices	Zip code

(954) 462-5570

Registrant’s telephone number, including area code

Not applicable

Former name, former address and former fiscal year, if changed since last report

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 343,279,052 shares of common stock outstanding at August 16, 2021.

TABLE OF CONTENTS

		Page No.
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	27
ITEM 4.	CONTROLS AND PROCEDURES.	27
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	28
ITEM 1A.	RISK FACTORS.	28
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	28
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	28
ITEM 4.	MINE SAFETY DISCLOSURES.	28
ITEM 5.	OTHER INFORMATION.	28
ITEM 6.	EXHIBITS.	29

2

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Various statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. Most of these factors are difficult to predict accurately and are generally beyond our control. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with:

● Financial risks, including:

● our history of losses;

● our ability to continue as a going concern;

● our dependence on revenues from related parties; and

● material risks in our disclosure controls and internal control over financial reporting.

● Business and operational risks, including:

● our dependence on key members of our management;

● our need to hire additional employees;

● our ability to protect our intellectual property rights;

● reliance on third party vendors and manufacturers;

● dependence on consumer discretionary spending;

● the impact of government regulations;

● any failure to protect personal information;

● the impact of bad weather;

● the exposure to potential product liability claims; and

● The continuing impact of COVID-19 on our company.

● Shareholder risks, including:

● dilution to our common shareholders upon the possible conversion of outstanding convertible debt and/or the exercise of outstanding options;

● the limited market for our common stock and the impact of penny stock rules; and

● we are a voluntary filer with the Securities and Exchange Commission.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the Securities and Exchange Commission on March 31, 2021 (the “2020 10-K”) and our other filings with the Securities and Exchange Commission in their entirety. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “BWMG,” the “Company,” “we,” “our,” “us,” and similar terms refers to Brownie’s Marine Group, Inc., a Florida corporation, and our wholly owned subsidiaries, Trebor Industries, Inc., a Florida corporation (“Trebor”), Brownie’s High Pressure Compressor Services, Inc. (“BHP”), a Florida corporation, and BLU3, Inc., a Florida corporation (“BLU3”). In addition, “ Second Quarter 2021” refers to the three month period ended June 30, 2021, “Second Quarter 2020” refers to the three month period ended June 30, 2020. “First Quarter 2021” refers to the three month period ended March 31, 2021 and “First Quarter 2020” refers to the three months ended March 31, 2020. “2020” refers to the year ended December 31, 2020 and “2021” refers to the year ending December 31, 2021.

We maintain a corporate website at www.browniesmarinegroup.com. Unless specifically set forth to the contrary, the information which appears on our websites or our social media platforms is not part of this report.

3

PART I

Item 1. Financial Statements

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets
Cash	$	161,662		$	345,187
Accounts receivable, net		232,179			81,251
Accounts receivable - related parties		176,645			67,644
Inventory, net		984,731			863,791
Prepaid expenses and other current assets		399,171			111,164
Total current assets		1,954,388			1,469,037
Property, equipment and leasehold improvements, net		144,608			143,413
Operating Lease Assets		395,400			446,981
Other assets		10,649			13,649
Total assets	$	2,505,045		$	2,073,080
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	589,330		$	386,977
Accounts payable - related parties		94,573			102,360
Customer deposits and unearned revenue		44,291			20,353
Other liabilities		185,037			100,817
Operating lease liabilities		112,771			107,691
Current maturities long term debt		65,248			151,006
Notes payable		15,000			50,000
Convertible debentures, net		50,000			110,000
Total current liabilities		1,156,250			1,029,204
Long term debt		61,942			120,782
Operating lease liabilities		282,629			339,290
Total liabilities		1,500,821			1,489,276
Commitments and contingencies (see note 7)
Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.		425			425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 343,279,052 shares issued and outstanding at June 30, 2021 and 306,185,206 shares issued and outstanding at December 31, 2020, respectively.		34,330			30,620
Common stock payable 138,941 shares and 138,941 shares, respectively as of June 30, 2021 and December 31, 2020, respectively.		14			14
Additional paid-in capital		14,456,378			13,508,882
Accumulated deficit		(13,486,923	)		(12,956,137	)
Total stockholders’ equity	$	1,004,224		$	583,804
Total liabilities and stockholders’ equity	$	2,505,045		$	2,073,080

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

4

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30

(UNAUDITED)

	Three months ended June 30						Six months ended June 30
	2021			2020			2021			2020
Net revenues
Net revenues	$	1,359,745		$	1,123,351		$	2,106,098		$	1,601,585
Net revenues - related parties		353,173			197,177			557,589			353,732
Total net revenues		1,712,918			1,320,528			2,663,687			1,955,317
Cost of net revenues
Cost of net revenues		876,646			685,807			1,385,715			1,117,762
Cost of net revenues - related parties		169,699			106,181			275,130			187,179
Royalties expense - related parties		28,013			17,916			39,606			22,766
Royalties expense		41,251			13,833			54,955			27,926
Total cost of revenues		1,115,609			823,737			1,755,406			1,355,633
Gross profit		597,309			496,791			908,281			599,684
Operating expenses
Selling, general and administrative		823,607			864,463			1,560,642			1,242,041
Research and development costs		21,312			39,995			42,419			56,088
Total operating expenses		844,919			904,458			1,603,061			1,298,129
Loss from operations		(247,610	)		(407,667	)		(694,780	)		(698,445	)
Other income (expense), net
Gain on settlement of debt		-			-			10,000			-
Gain on the forgiveness of PPP loan		159,600			-			159,600			-
Interest expense		(1,795	)		(6,375	)		(5,606	)		(12,290	)
Other income (expense), net		157,805			(6,375	)		163,994			(12,290	)
Loss before provision for income taxes		(89,805	)		(414,042	)		(530,786	)		(710,735	)
Provision for income taxes		-			-			-			-
Net Loss	$	(89,805	)	$	(414,042	)	$	(530,786	)	$	(710,735	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		337,489,134			296,262,167			314,941,270			274,459,029

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

5

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Unaudited)

	Preferred Stock				Common Stock				Common Stock Payable				Additional Paid-in		Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2020		425,000	$	425		306,185,206	$	30,620		138,941	$	14	$	13,508,882	$	(12,956,137	)	$	583,804
Common stock issued for Cash		-		-		27,500,000		2,750		-		-		272,250		-			275,000
Common stock issued for service		-		-		3,116,279		312		-		-		124,688		-			125,000
Stock option expense		-		-		-		-		-		-		218,505		-			218,505
Common stock issued for conversion of convertible debentures and accrued interest		-		-		422,209		42		-		-		14,735		-			14,777
Net Loss		-		-		-		-		-		-		-		(440,981	)		(440,981	)
Balance, March 31, 2021 (unaudited)		425,000		425		337,223,694		33,724		138,941		14		14,139,060		(13,397,118	)		776,105
Common stock issued for conversion of convertible debentures and accrued interest		-		-		6,055,358		606		-		-		59,948		-			60,554
Stock option expense		-		-						-		-		257,370		-			257,370
Net Loss		-		-		-		-		-		-		-		(89,805	)		(89,805	)
Balance, June 30, 2021 (unaudited)		425,000	$	425		343,279,052	$	34,330		138,941	$	14	$	14,456,378	$	(13,486,923	)	$	1,004,224

	Preferred Stock				Common Stock				Common Stock Payable				Additional Paid-in			Accumulated			Total Stockholder’s Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance, December 31, 2019		425,000	$	425		225,540,501	$	22,554		138,941	$	14	$	11,338,104		$	(11,604,518	)	$	(243,421	)
Common stock issued for Cash		-		-		2,647,065		265		-		-		44,735			-			45,000
Common stock issued for exercise of warrants		-		-		12,500,000		1,250		-		-		123,750			-			125,000
Stock option expense		-		-		-		-		-		-		96,290			-			96,290
Incentive bonus shares to Chairman		-		-		20,000,000		2,000		-		-		(720	)		-			1,280
Net Loss		-		-		-		-		-		-		-			(296,693	)		(296,693	)
Balance, March 31, 2020 (unaudited)		425,000		425		260,687,566		26,069		138,941		14		11,602,159			(11,901,211	)		(272,544	)
Common stock issued for Cash		-		-		20,000,000		2,000		-		-		498,000			-			500,000
Common stock issued for warrants		-		-		10,000,000		1,000		-		-		99,000			-			100,000
Common stock issued for service		-		-		5,000,000		500		-		-		222,000			-			222,500
Incentive shares issued to Chairman and employees		-		-		5,322,602		532		-		-		233,968			-			234,500
Stock option expense		-		-		-		-		-		-		218,505			-			218,505
Net Loss		-		-		-		-		-		-		-			(414,042	)		(414,042	)
Balance, June 30, 2020 (unaudited)		425,000	$	425		301,010,168	$	30,101		138,941	$	14	$	12,873,632		$	(12,315,253	)	$	588,919

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

6

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30

(unaudited)

	2021			2020
Cash flows from operating activities:
Net loss	$	(530,786	)	$	(710,735	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		13,396			10,409
Shares issued for services		125,000			222,500
Incentive bonus shares issued to CEO and employees		-			235,780
Reserve (recovery) for bad debt		28,554			(2,098	)
Stock Based Compensation - Options		475,875			314,795
Amortization of right-of-use asset		51,581			48,082
Gain on the settlement of debt		(10,000	)		-
Gain on the forgiveness of PPP loan		(159,600	)		-
Changes in operating assets and liabilities
Change in accounts receivable, net		(179,482	)		8,294
Change in accounts receivable - related parties		(109,001	)		(44,653	)
Change in inventory		(120,940	)		(156,993	)
Change in prepaid expenses and other current assets		(250,909	)		(31,537	)
Change in other assets		3,000			3,500
Change in accounts payable and accrued liabilities		217,684			(121,057	)
Change in accounts payable - related parties		(7,787	)		(98,778	)
Change in customer deposits and unearned revenue		23,938			(77,543	)
Change in long term lease liability		(51,581	)		(48,082	)
Change in other liabilities		84,220			(15,392	)
Net cash used in operating activities		(396,838	)		(463,508	)
Cash flows from investing activities:
Purchase of fixed assets		(14,591	)		-
Net cash used in investing activities		(14,591	)		-
Cash flows from financing activities:
Proceeds from unit offering		275,000			545,000
Proceeds from exercise of Warrants		-			225,000
Proceeds from debt		-			159,600
Repayment on notes payable		(25,000	)		(30,000	)
Repayment of debt		(22,096	)		(14,162	)
Net cash provided by financing activities		227,904			885,138
Net change in cash		(183,525	)		421,630
Cash, beginning of period		345,187			70,620
Cash, end of period	$	161,662		$	492,550
Supplemental disclosures of cash flow information:
Cash Paid for Interest	$	4,344		$	5,761
Cash Paid for Income Taxes	$	-		$	-
Supplemental disclosure of non-cash financing activities:
Fixed asset purchase down payment through the issuance of debt	$	37,098		$	-
Shares issued for the conversion of convertible debentures and accrued interest	$	75,331		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

7

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Company Overview

Brownie’s Marine Group, Inc., a Florida corporation (hereinafter referred to as” the “Company,” or “BWMG”), designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc., a Florida corporation organized in 1981 (“Trebor”), and manufactures and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary Brownie’s High Pressure Compressor Services, Inc., a Florida corporation organized in 2017 (“BHP”), doing business as LW Americas (“LWA”). In addition, in December 2017, the Company formed BLU3, Inc., a Florida corporation (“BLU3”), to develop and market portable battery powered surface supplied air dive systems. When used herein, the “Company” or “BWMG” includes Brownie’s Marine Group, Inc., and our wholly-owned subsidiaries Trebor, BHP and BLU3.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2020 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our 2020 10-K for a broader discussion of our business and the risks inherent in such business.

8

Principles of Consolidation

The consolidated financial statements include the accounts of BWMG and its wholly owned subsidiaries, Trebor, BHP and BLU3. All significant intercompany transactions and balances have been eliminated in consolidation.

Cash and cash equivalents

Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

Accounts receivable

Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts is estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $45,426 and $16,872 at June 30, 2021 and December 31, 2020, respectively.

Inventory

Inventory consists of the raw material, parts that make up the items that we manufacture, and finished goods. For the year ended December 31, 2020, the Company recorded reserves for obsolete or slow-moving inventory of approximately $227,657. No additional reserve for obsolete or slow-moving inventory during the six months ended June 30, 2021.

	June 30, 2021 (unaudited)		December 31, 2020
Raw materials	$	508,094	$	408,841
Finished goods		476,637		454,950
Inventory, net	$	984,731	$	863,791

Revenue Recognition

We account for revenues in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive.

We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped.

Lease Accounting

We account for leases in accordance with ASC 842, “Leases”. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations.

We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of June 30, 2021. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease.

Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

9

When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

For the three and six months ended June 30, 2021 the lease expenses were approximately $32,900 and $65,700, respectively, and approximately $43,000 and $78,000 for the three and six months ended June 30, 2020, respectively. Cash paid for operating liabilities for the six months ended June 30, 2021 was approximately $65,400 and approximately $64,000 for the six months ended June 30, 2020.

Supplemental balance sheet information related to leases was as follows:

Operating Leases	June 30, 2021
Right-of-use assets	$	395,400
Current lease liabilities	$	112,771
Non-current lease liabilities		282,629
Total lease liabilities	$	395,400

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee are required to provide service in exchange for the award, usually the vesting period.

Loss per common share

Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At June 30, 2021 and June 30, 2020, 205,855,020 and 202,389,986, respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Note 3. Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these consolidated financial statements. For the six months ended June 30, 2021, the Company incurred a net loss of $530,786, of which $475,875 is non-cash stock related compensation. At June 30, 2021, the Company has an accumulated deficit of $13,486,923. Despite a working capital surplus of approximately $798,138 at June 30, 2021, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, control expenses, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

10

Note 4. Related Party Transactions

The Company sells products to three entities, Brownies Southport Divers, Brownies Yacht Toys and Brownies Palm Beach Divers, owned by the brother of Mr. Robert M. Carmichael, the Company’s President and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for 15.1% and 14.9% of the net revenues for the three months ended June 30 2021 and 2020, respectively, and 20.9% and 18.1%  for the six months ended June 30, 2021 and 2020 respectively. Accounts receivable from these entities totaled $153,214 and $44,323, respectively, at June 30, 2021 and December 31, 2020.

The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Mr. Carmichael. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Accounts receivable from the combined entities and Mr. Carmichael totaled $23,431 and $23,321 at June 30, 2021 and December 31, 2020, respectively.

The Company had accounts payable to related parties of $94,573 and $102,360 at June 30, 2021 and December 31, 2020, respectively. The balance payable at June 30, 2021 is comprised of $5,000 due to Robert Carmichael, $9,639 due to 940 Associates and $79,934 due to BGL. At December 31, 2020 this account was comprised of $5,000 due to Robert Carmichael, and $97,360 due to BGL.

The Company has Exclusive License Agreements with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. This Exclusive License Agreement provides that the Company will pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the three months ended June 30, 2021 and 2020 were $28,013 and $17,916, respectively and $39,606 and $22,766 for the six months ended June 30, 2021 and 2020, respectively. The accrued royalty for June 30, 2021 is $22,510 and it is included in other liabilities.

On March 25, 2021, the Company issued 27,500,000 shares of common stock to Mr. Charles F. Hyatt, a member of our Board of Directors in consideration of $275,000.

As of June 30, 2021, options to purchase 25,000,000 shares of common stock held by Mr. Carmichael vested in accordance with Carmichael Option agreement as further discussed in Note 6 of these financial statements.

Note 5. Convertible Debentures and Notes Payable

Convertible Debentures

Convertible debentures consisted of the following at June 30, 2021:

Origination Date	Maturity Date	Interest Rate			Origination Principal Balance		Original Discount Balance			Period End Principal Balance		Period End Discount Balance		Period End Balance, Net		Accrued Interest Balance		Reg.
8/31/11	8/31/13		5	%		10,000		(4,286	)		-		-		-		-		(1	)
12/01/17	12/31/21		6	%		50,000		(12,500	)		-		-		-		-		(2	)
12/05/17	12/31/21		6	%		50,000		(12,500	)		50,000		-		50,000		9,331		(3	)
										$	50,000	$	—	$	50,000	$	9,331

(1)

The Company borrowed $10,000 in exchange for a convertible debenture (the “Hoboken Convertible Note”). The holder at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. On February 22, 2021, this note and accrued interest of $4,777 were converted by the holder for 422,209 shares of common stock in accordance with the terms of the note.

(2)

On December 1, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

11

The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. On June 10, 2021, this note and accrued interest of $10,554 were converted by the holder for 6,055,358 shares of common stock in accordance with the terms of the note.

(3)

On December 5, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2021.

Notes Payable

Gonzales Note

The Company issued an unsecured, non-interest-bearing note of $200,000 with Mr. Tom Gonzales on July 1, 2013. The note is payable upon demand. The Company made repayments totaling $25,000 during the six months ended June 30, 2021. The note balance was $15,000 at June 30, 2021 and $40,000 December 31, 2020.

Hoboken Note

The Company issued an unsecured, non-interest-bearing note of $10,000 with Hoboken Street Association on October 15, 2016. The note was forgiven as part of the conversion of the Hoboken Convertible Note on February 22, 2021 as described above. The note balance as of June 30, 2021 and December 31, 2020 was $0 and $10,000, respectively.

Loan Payable

Marlin Note

On September 30, 2019 the Company, via its wholly owned subsidiary BLU3, executed an equipment finance agreement for the purchase of certain plastic molding equipment through Marlin Capital Solutions. The initial principal balance was $96,725 payable over 36 equal monthly installments of $3,144 (the “Marlin Note”). The equipment finance agreement contains customary events of default. The loan balance was $44,013 as of June 30, 2021

	Payment Amortization
2021 (6 months remaining)		16,918
2022		27,095
Total Loan Payments	$	44,013
Current portion of Loan payable		(34,745	)
Non-Current Portion of Loan Payable	$	9,268

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Mercedes Benz Note

On 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 was for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The first payment was due on October 5, 2020. The loan balance as of June 30, 2021 is $47,156.

	Payment Amortization
2021 (6 months remaining)	$	5,584
2022	$	11,168
2023	$	11,168
2024	$	11,168
2025 and thereafter	$	8,068
Total note payments	$	47,156
Current portion of note payable	$	(11,168	)
Non-Current Portion of notes payable	$	35,988

Navitas Note

On May 19, 2021 the Company, via its wholly owned subsidiary BLU3, executed an equipment finance agreement financed for the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $79,309 payable over 60 equal monthly installments of $1,611 (the “Navitas Note”). The equipment finance agreement contains customary events of default. The agreement was not fully funded as of June 30, 2021. Navitas has funded $37,098 for the down payment of an equipment purchase and the balance of the note is $36,021 as of June 30, 2021.

	Payment Amortization
2021 (6 months remaining)		8,070
2022		17,464
2023		10,487
Total Note Payments	$	36,021
Current portion of Note payable		(19,335	)
Non-Current Portion of Note Payable	$	16,686

PPP Loan

On May 12, 2020, we received an unsecured loan from South Atlantic Bank in the principal amount of $159,600 (the “SBA Loan”), under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration. The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, we used the proceeds from this loan to primarily help maintain our payroll and cover our rent and utilities as we navigated our business through the lockdowns associated with the COVID-19 pandemic until our return to normal operations earlier in 2020.

The term of the note is two years, though it may be payable sooner in connection with an event of default under the note. The SBA Loan carries a fixed interest rate of one percent per year, and a monthly payment of $8,983, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. We used the SBA Loan for qualifying expenses and have applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On April 28, 2021, the Company was notified by South Atlantic Bank that the SBA Loan was forgiven in full under the terms of the CARES Act. The company recorded the forgiveness as a gain on the forgiveness of the PPP loan on our condensed consolidated income statement.

The note balance as of June 30, 2021 and December 31, 2020 was $0 and $159,600, respectively.

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Note 6. Shareholders’ Equity

Common Stock

On February 22, 2021, the Company issued 422,209 shares of common stock related to the conversion of a convertible debenture and accrued interest of $14,777.

On March 1, 2021, the Company issued a consultant 3,000,000 shares of its common stock related to investor relation services at a fair value of $120,000.

On March 25, 2021, the Company issued 27,500,000 shares of common stock to Mr. Charles F. Hyatt, a member of our Board of Directors, in consideration of $275,000.

On February 25, 2021, the Company issued 116,279 shares of common stock to a consultant with a fair value of $5,000 for professional business services.

On June 10 2021, the Company issued 6,055,358 shares of common stock related to the conversion of a convertible debenture and accrued interest of $60,554.

Preferred Stock

During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together as on any matters submitted to our shareholders for a vote. As of June 30, 2021, and December 31, 2020, the 425,000 shares of Series A Convertible Preferred Stock are owned by Mr. Carmichael.

Equity Incentive Plan

On May 26, 2021 the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, Stock Options may be granted to Employees, Directors, and Consultants in the form of Incentive Stock Options or Non-statutory Stock Options, Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The maximum number of shares that may be issued under the Plan shall be 25,000,000 shares. Common Stock to be issued under the Plan may be either authorized and unissued or shares held in treasury by the Company. The term of the Plan shall be ten years.

Equity Compensation Plan Information as of June 30, 2021:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted – average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans Approved by Security Holders		1,125,000	$	.036		23,875,000
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		1,125,000	$	.036		23,875,000

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Options

Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 10,380,952 shares of common stock to Mr. Blake Carmichael. The options were issued pursuant to a stock option grant agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $43,575 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. These stock options were fully expensed as of December 31, 2020.

Effective July 29, 2019, the Company issued Mr. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $87,147 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.01%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. These stock options were fully expenses during the year ending December 31, 2020.

Effective January 6, 2020, the Company issued options to purchase up to 2,000,000 shares of common stock to Mr. Jeffrey Guzy, then a member of the Board of Directors of the Company. The options were issued pursuant to a stock option grant agreement and is exercisable at $0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $40,107 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.55%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 250%. These stock options were fully expenses during the year ending December 31, 2020.

Effective January 11, 2020, the Company issued options to purchase up to 2,000,000 shares of common stock to BizLaunch Advisors, LLC. The options were issued pursuant to a professional services agreement and are exercisable at $0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $40,097 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.54%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 250%. These stock options were fully expenses during the year ending December 31, 2020.

On April 14, 2020, the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael (the “Carmichael Option Agreement”). Under the terms of the Carmichael Option Agreement, as additional compensation the Company granted Mr. Carmichael an option (the “Carmichael Option”) to purchase up to an aggregate of 125,000,000 shares of the Company’s common stock at an exercise price of $.045 per share, of which the right to purchase 75,000,000 shares of common stock is subject to vesting upon the achievement of the net revenue milestones set forth below (the “Net Revenue Portion of the Option”) and the right to purchase 50,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company’s common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option shall vest as follows:

● the right to purchase 25,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the “Net Revenue Period”);

● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and

● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period.

15

The Carmichael Option Agreement provides that the Carmichael Option is exercisable by Mr. Carmichael on a cashless basis. The Carmichael Option is not transferrable by Mr. Carmichael, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Carmichael Option vests, it is exercisable by Mr. Carmichael for 90 days. Any portion of the Carmichael Option which does not vest during the Net Revenue Period lapses and Mr. Carmichael has no further rights thereto.

The fair value of the Carmichael Option on the date of the grant was $4,370,109 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .26%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 320%. The Company analyzed the likelihood that the vesting qualifications would be met. As of June 30, 2021, 25,000,000 of options were vested as the targeted net revenues were reached and fully expensed. The second net revenue target was 25% reached. Therefore, stock option expense recognized during the six months ended June 30, 2021 for this option was $437,011.

On November 5, 2020, the Company entered into a Non-Qualified Stock Option agreement with Christopher Constable the “Constable Option Agreement” as part of his employment agreement. Under the terms of the option agreement, the Company granted Mr. Constable a 5 year option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $.0184, (the “Compensation Options”). The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $106,199 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .16%, ii) expected life of 2.5 years, iii) dividend yield of 0%, iv) expected volatility of 341%. These stock options were fully expensed as of December 31, 2020.

As part of the Constable Option Agreement the Company also granted Mr. Constable 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, of which the right to purchase 10,000,000 shares of common stock is subject to vesting upon the achievement of the net revenue milestones set forth below (the “Net Revenue Portion of the Option”) and the right to purchase 20,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company’s common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option shall vest as follows:

● the right to purchase 2,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $5,000,000 in the aggregate over four consecutive fiscal quarters commencing January 1, 2021 and ending on April 30, 2023 (the “Net Revenue Period”);

● the right to purchase an additional 3,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,500,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and

● the right to purchase an additional 5,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,000,000 in the aggregate over four consecutive quarters during the Net Revenue Period.

The Constable Option Agreement provides that the Compensation Options and Bonus Options are exercisable by Mr. Constable on a cashless basis. The Constable Option is not transferrable by Mr. Constable, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Constable Option vests, it is exercisable by Mr. Constable for four years.

The fair value of the Bonus Options on the date of the grant was $578,082 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .14%, ii) expected life of 2.0 years, iii) dividend yield of 0%, iv) expected volatility of 312.2%. The Company analyzed the likelihood that the vesting qualifications would be met, and as of June 30, 2021, deemed that there was a 5.8% chance that the options would vest. Therefore, stock option expense recognized during the six months ended June 30, 2021 for this option was $34,067.

16

Effective June 14, 2021 the Company issued options to purchase up to an aggregate of 1,125,000 shares of common stock to various employees under the Plan. The options were issued pursuant to a stock option grant agreements and are exercisable at $0.036 per share for a period of four years from the date of issuance, with 12.5% of the options vesting each fiscal quarter over a period of two years. The fair value of the options totaled $38,369 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .21%, ii) expected life of 2 years, iii) dividend yield of 0%, iv) expected volatility of 304.77%. The stock options expense recognized for the six months ended June 30, 2021 was $4,797.

A summary of the Company’s outstanding stock options as of December 31, 2020, and changes during the six months ended June 30, 2021 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding - December 31, 2020		199,730,020	$	0.0323		2.84	$	168,892
Granted		1,125,000		0.0360
Forfeited		-		-
Exercised		-		-
Outstanding – June 30, 2021 (unaudited)		200,855,020	$	0.0351		2.35
Exercisable - June 30, 2021 (unaudited)		69,870,645	$	0.0280		2.65	$	909,994

Note 7. Commitments and contingencies

On August 14, 2014, the Company entered into a thirty-seven-month term lease for its facilities in Pompano Beach, Florida, commencing on September 1, 2014. Terms included payment of $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 (i.e. common areas maintenance), which was approximately $2,000 per month subject to periodic adjustment. On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, extending the term 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.

On November 11, 2018, the Company entered a new lease agreement for approximately 8,025 square feet adjoining its existing facility in Pompano Beach, Florida. Terms of the new lease include a sixty-nine month term commencing on January 1, 2019, or the date the Company took possession of the premises, if earlier; 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 payment of 10.11% of the buildings annual operating expenses (i.e. common area maintenance) which is approximately $1,679 per month subject to adjustment as provided in the lease.

On June 30, 2020, the Company entered into Amendment No. 2 to the Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The amendment set certain limits and expectations of the assistance from STS related to designing and commercializing certain diving products, and revised the royalty payments due to STS as consideration for uncompensated services. The Company is obligated to pay STS a minimum yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15% per year. The minimum royalty was temporarily increased to $60,000 for fiscal years 2022, 2023 and 2024, with a fourth quarter true up against earned royalties. In addition, if the Company should terminate the agreements with STS prior to December 31, 2023, then the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $334,961 for the years 2019 through 2024. Royalty recorded in relation to this agreement totaled $41,251 and $13,833 for the three months ended June 30, 2021 and 2020, respectively and $54,955 and $27,926 for the six months ended June 30 , 2021 and 2020, respectively.

On June 9, 2020, the Company entered into an advertising and marketing agreement with Figment Design. The term of the agreement is for one year, and thereafter renew or cancel the agreement in writing 60 days before the final date. The Company will continue to be billed $8,840 per month through the expiration date of July 2021. The Company terminated the agreement with Figment Design effective July 31, 2021.

On August 1, 2020, BLU3 entered into a marketing agreement with This Way Media PTY, Ltd. The term of this agreement is for 11 months and can be cancelled with 30 days’ notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days’ notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale. This agreement expired on July 1, 2021. BLU3, Inc. is currently in negotiation to renew this agreement.

17

On November 5, 2020, the Company and Christopher H. Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable shall serve as Chief Executive Officer of the Company. Previously, Mr. Constable had provided advisory services to the Company through the agreement with Brandywine LLC. In consideration for his services, Mr. Constable shall receive (i) an annual base salary of $200,000, payable in accordance with the customary payroll practices of the Company, and (ii) issuable upon execution of the Employment Agreement and on each anniversary of the date of the agreement during the term, 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. Therefore, the Executive shall receive an initial stock option grant to purchase 5,434,783 shares of the Corporation’s common stock at an exercise price of $0.0184 per share pursuant to an option award agreement.

In 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 amounts listed below 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; (ii) 3,000,000 shares - if the Company’s Net Revenues are in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters; (iii) 5,000,000 shares - if the Company’s 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.

On 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 Partners.

Legal

The Company is a defendant in that certain lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida. The complaint, which relates to consulting services provided to the Company by the deceased between 2005 and 2017, alleges breach of contract and quantum meruit and is seeking $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.

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Note 8. Segment Reporting

The Company has three operating segments as described below:

1.	Legacy SSA Products, which sells recreational hookah diving systems.
2.	High Pressure Gas Systems, which sells high pressure air and industrial gas compressor packages.
3.	Ultra Portable Tankless Dive Systems, which sells next generation electric surface supply air diving systems and electric shallow dive system that are battery operated and completely portable to the user.

	Three Months Ended June 30 (unaudited)
	Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Total Company
	2021			2020			2021			2020			2021			2020			2021			2020
Net Revenues	$	976,973		$	626,389		$	207,565		$	75,170		$	528,380		$	618,969		$	1,712,918		$	1,320,528
Cost of Revenue	$	(668,246	)		(310,595	)		(113,499	)		(35,487	)		(333,864	)		(477,655	)		(1,115,609	)		(823,737	)
Gross Profit		308,727			315,794			94,066			39,683			194,516			141,314			597,309			496,791
Depreciation		4,748			2,039			-			-			2,418			4,837			7,166			6,876
Income (loss) from Operations	$	(314,279	)	$	(408,031	)	$	40,224		$	534		$	26,445		$	(170	)	$	(247,610	)	$	(407,667	)

	Six months ended June 30 (unaudited)
		Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Total Company
		2021			2020			2021			2020			2021			2020			2021			2020
Net Revenues		$	1,443,016		$	920,507		$	357,693		$	273,386		$	862,978		$	761,424		$	2,663,687		$	1,955,317
Cost of Revenue			(1,038,072	)		(538,782	)		(194,677	)		(185,287	)		(522,657	)		(631,564	)		(1,755,406	)		(1,355,633	)
Gross Profit			404,944			381,725			163,016			88,099			340,321			129,860			908,281			599,684
Depreciation			8,560			3,155			-			-			4,836			7,254			13,396			10,409
Income (loss) from operations		$	(758,430	)	$	(614,687	)	$	49,590		$	(2,237	)	$	14,060		$	(81,521	)		(694,780	)	$	(698,445	)
Total Assets		$	1,529,702		$	1,433,698		$	302,088		$	187,371		$	673,255		$	632,123			2,505,045		$	2,253,192

Note 9. Subsequent Events

On July 30, 2021, the Company entered into a binding term sheet (the “Term Sheet”) with Submersible Systems, LLC, a Florida limited liability corporation (“Submersible”), and Tierra Vista Group, LLC and Summit Holdings V, LLC (Tierra Vista Group and Summit Holdings V, collectively, the “Sellers”), the owners of all of the membership interests of Submersible (the “Membership Interests”). Pursuant to the terms of the Term Sheet, the Company will acquire all of the Membership Interests from the Sellers for an aggregate purchase price of $1,750,000 (the “Purchase Price”), to be paid to the Sellers at closing: (i) by the issuance to the Sellers of three-year convertible promissory notes (each, a “Note”) in the aggregate principal amount of $350,000, at an interest rate of 8% per annum, with each Seller to receive a Note in the principal amount pro rata with the number of Membership Interests such Seller owns of Submersible, and (ii) by the issuance to the Sellers of an aggregate of $1,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, such number of Shares to be calculated based on the volume weighted average price of a share of the Company’s Common Stock on the OTC Markets (“VWAP”) for (a) 180 days prior to the date of the Term Sheet, or (b) 180 days prior to the closing date of the transaction, whichever results in a lower VWAP, with each Seller receiving a pro rata portion of the Shares based upon the total number of Membership Interests held by such Seller. The closing and consummation of the transactions contemplated by the Term Sheet are to occur no later than August 31, 2021, and are subject to certain closing conditions and deliveries, including an agreement containing typical representations and warranties by the parties of a transaction of this nature. There are no assurances the transactions will be completed.

On July 12, 2021, the Company entered into a settlement agreement related to the lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida. (see Note 7)

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

BWMG, through its wholly owned subsidiaries, designs, tests, and manufactures tankless dive systems, yacht-based SCUBA air compressor and nitrox generation fill systems and acts as the exclusive distributor for North and South America for Lenhardt & Wagner GmbH (“L&W”) compressors in the high-pressure breathing air and industrial gas markets. Our wholly owned subsidiaries and related product lines are as follows:

[
]   Legacy SSA Products This segment represents our surface supplied air (SSA) product line. Trebor began its business making surface supplied air diving systems in the late 1960s. Our Brownie’s Third Lung systems have long been a dominant figure in gasoline powered, high-performance, and now the battery powered surface supplied air diving systems. Taking full advantage of the proprietary compressor system, a complete series of traditional “fixed speed” electric compressors were developed for the built-in-boat market in 2005. After years of inventing, testing and development, in 2010 we introduced our variable-speed battery powered hookah system which provides divers with gasoline-free all day shallow diving experiences. This battery system was updated in 2019 we introduced a lithium-ion battery powered variable speed system that is capable of three dives to thirty feet for three hours on one charge. These systems provide performance and runtimes as great as 300% better than the best devices previously on the market by utilizing a variable speed technology that controls battery consumption based on diver demand.   The Legacy SSA segment has experienced a 45.8% growth in units sold in the first six months of 2021 as compared to the first six months of 2020, as we continue to expand our dealer network and the breadth of product that each of the dealers provide.   This segment is seeing results from its marketing efforts with both the consumer and our network of dealers. The company continues to add dealers across the country in order to diversify the seasonality as well as the geography risks. Additionally, we continue to pursue more aggressively the boat builder market to offer our Legacy SSA systems as an option on newly built boats, expanding our market beyond the traditional consumer markets for our products. Our Legacy SSA products include:   ● Tankless Dive Systems: The Company produces a line of tankless dive products, commonly called hookah or recreational surface supplied air systems. These systems allow one to four divers to enjoy the marine environment up to a depth of up to 45 feet without the bulk and weight of conventional SCUBA gear. The removal of barriers to entry into the sport of diving and the reduction of complicated and bulky SCUBA gear invites a broader range of the general public to participate more actively and enjoyably at their own pace and schedule. The design of our product also reduces the effort required for both its transport and continued use while exploring, cruising or traveling. A line of land-based systems is available for light-duty commercial applications that demand portability and performance. In addition to the gasoline-powered units and the variable speed battery powered units, a series of AC electric powered systems is also available for light to commercial duty. Powered by battery for portability or household current for virtually unlimited dive duration, these units are used primarily by businesses that work in aquatic maintenance and marine environments.   ● BIAS (Boat Integrated Air Systems): The Company developed several tankless products and complimentary accessories that it believes makes boat diving even easier. The BIAS battery powered tankless kit allows boat builders, dealers and end users to seamlessly install a pre-packaged kit directly into the boat. The E-Reel advances this idea by adding a level-winding battery powered hose reel system to provide compact storage of up to 150 feet of hose. Boaters can perform their own in-water maintenance and inspections, or just dive for enjoyment. In addition to supplying air to divers, BIAS is useful for supporting air horns, inflating boat fenders/water toys, activating pneumatically operated doors, and more. The Company strategy is to align the easy to install, complete kit packages with boat builders, dealer and end users through a vertically targeted sales and marketing program.

High Pressure Gas Systems

Through this segment, we design, manufacture, sell and install SCUBA tank fill systems for on-board yacht use under the brand “Yacht-Pro™”. Our systems provide complete diving packages and dive training solutions for yachts, includes Nitrox systems which allow yacht owners to fill tanks with oxygen enriched air on board. The Yacht-Pro™ compressor systems offer a completely marine-prepared, VFD (variable frequency drive)-driven, automated alternative to other compressors on the market. We also design complete dive lockers, mixed gas production and distribution systems, and the unique Nitrox Maker™. Nitrox is oxygen-enriched air, which reduces the effects of nitrogen on divers; it is the industry standard for dive professionals. The Nitrox Maker™ continuously generates the oxygen rich breathing gas directly from low-pressure air; no stored oxygen or other gases are required onboard. Consistent with our goals for 2021, this segment of our business continues to work to expand its customer base beyond that of the diving community. We believe the product lines from L&W, will allow LW Americas to put a high quality, competitive products into the first responder and industrial market that utilize compressed air for many applications. Our goal will be to build a network of jobbers, dealers, installers and high-pressure compressor distributors throughout the territory by leveraging our know-how, brand awareness, complimentary products and creating sustainable distribution and core product OEM integration relationships.

[] Ultra Portable Tankless Dive Systems

In the continued expansion of our business, in December 2017, we formed a wholly-owned subsidiary BLU3, to develop and market a next generation electric surface supplied air diving systems electric shallow dive system that is completely portable to the user. The BLU3 line currently consists of two models targeting specific performance levels and price points – NEMO and NOMAD. The NEMO dive system continues to expand its customer base and become more accepted across the world. Currently, Nemo is sold in 9 countries through Amazon, and also through 25 dealers across the world. Nemo, the worlds smallest dive system is capable of taking one diver to 10 feet for 60 to 90 minutes on one charge of its lithium-ion battery. Nemo is portable, and approved for airline travel. Currently, NOMAD is nearing the end of the design phase and full production will begin in the third quarter of 2021, as the Company continues to ensure that it will deliver a product that will excite the consumer but be safe as well. This product will expand the customers dive capability to up to 33 feet and continue to drive the vertical integration of the diving experience.

20

Second Quarter and Six Months ended June 30, 2021 Highlights

Revenue for the Second Quarter 2021 and six months ended June 30, 2021 have continued to increase as compared to the same periods in 2020, The Company is succeeding in its mission to expand our customer base from primarily the southeast US to an international distributor and retail customer base. We believe that we are changing the way that people will approach the next atmosphere, by providing innovative, portable and easy to use surface supplied air products that will allow the users to explore what is below the surface of the water.

Highlights:

● Our total revenue increased 29.7% for the Second Quarter and 36.2% for the six months ended June 30, 2021 as compared to the same periods in 2020.

● The Company signed an exclusive US and Caribbean distribution agreement with the manufacturer of Bright Weights. Bright Weights is a unique and fun alternative to the dive ballast systems currently available in the market today. The Company expects to use its Amazon and Dealer sales channels to grow this product line.

● BLU3, Inc. launched pre-orders for September and October shipment of its Nomad Product line.

● BLU3, Inc. has expanded its Amazon footprint to 9 countries, including the US.

● Unit sales for the BLU3 Nemo increased 152% for the six months ended June 30, 2021 as compared to the same period in 2020.

● Gross margins increased from 30.7% to 34.1% for the six months ended June 30, 2021 as compared to the same period in 2020.

Results of Operations

Net Revenues, Costs of Net Revenues and Gross Profit

Overall, our net revenues increased 29.7% and 36.2% for the Second Quarter 2021 and the six months ended June 30, 2021 from the comparable periods in 2020. These increases included an increase of 21.0% and 31.5% in net revenues from sales to third parties, and an increase of 79.1% and 57.6% in net revenues from sales to related parties for the three and six months ended June 30, 2021, respectively, over the comparable prior period. Net revenue for the Second Quarter 2020 and six months ended June 30, 2020 included non-recurring revenue related to the Blu-Vent project of approximately $458,000. Adjusting this non-recurring item from the 2020 revenue the core business revenue increase for the three and six months ended June 30, 2021 would be 99.0% and 78.1%, respectively.

Our total cost of net revenues in the Second Quarter 2021 and the six months ended June 30, 2021 were 65.1% and 65.9% of our total net revenues as compared to 62.4% and 69.3% for the same periods in 2020. Included in our total cost of net revenues are royalty expenses we pay to Mr. Carmichael which increased 56.4% and 74.0% for the three and six months ended June 30, 2021 as compared to the same periods in the prior year. The increased royalties are the result of increased sales in the legacy SSA segment. Also included in the total cost of net revenue are royalties paid pursuant to our agreement with STS. These royalties accounted for approximately 2.4% and 2.1% of total net revenue for the three and six months ended June 30, 2021, respectively as compared to 1.1% and 1.4% for the same periods in 2020.

We reported an overall gross profit margin of 34.9% and 34.1% for the three and six months ended June 30, 2021 as compared to 37.6% and 30.7% for the three and six months ended June 30, 2020. The Legacy SSA product lines had an increase in distribution sales during the Second Quarter 2021 as compared to the direct to consumer sales of the Second Quarter 2020, since the COVID stay at home orders have been lifted in 2021, customers are returning to their local dive stores, rather than purchasing online. The High Pressure Gas Systems margins have shown a decrease in margin percentage for the Second Quarter, 2021 to 45.3% from 52.8% during the same quarter in 2020. However, with the increased revenue in this segment,margin available to cover operating expenses grew in this segment by 137% in the Second Quarter 2021 as compared to the Second Quarter 2020 as revenue grew 176.1% for the segment. Margins related to the Ultra-Portable Tankless dive segment improved from 22.8% for the Second Quarter 2020 to 36.8% for the Second Quarter, 2021. The margins in this segment in the Second Quarter, 2020 were depressed because of the lower margins yielded from the BluVent project that was billed in that period.

The following tables provides net revenues, total costs of net revenues, and gross profit margins for our segments for the periods presented.

21

Net Revenues

	Three Months Ended June 30				% of			Six Months Ended June 30,				% of
	2021		2020		Change			2021		2020		Change
	(unaudited)							(unaudited)
Legacy SSA Products	$	976,973	$	626,389		56.0	%	$	1,443,016	$	920,507		56.8	%
High Pressure Gas Systems		207,565		75,170		176.1	%		357,693		273,386		30.8	%
Ultra-Portable Tankless Dive Systems		528,380		618,969		(14.6	)%		862,978		761,424		13.3	%
Total net revenues	$	1,712,918	$	1,320,528		29.7	%	$	2,663,687	$	1,955,317		36.2	%

Cost of revenues as a percentage of net revenues

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(unaudited)						(unaudited)
Legacy SSA Products		68.4	%		49.6	%		71.9	%		58.5	%
High Pressure Gas Systems		54.7	%		47.2	%		54.4	%		67.8	%
Ultra-Portable Tankless Dive Systems		63.2	%		77.2	%		60.6	%		82.9	%

Gross profit (loss) margins

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(unaudited)						(unaudited)
Legacy SSA Products		31.6	%		50.4	%		28.1	%		41.5	%
High Pressure Gas Systems		45.3	%		52.8	%		45.6	%		32.2	%
Ultra-Portable Tankless Dive Systems		36.8	%		22.8	%		39.4	%		17.1	%

Legacy SSA Products segment

Revenue in this segment continues to show improvement, increasing 56.0% year over year for the Second Quarter 2021. The increase in net revenues in this segment for the Second Quarter 2021 as compared to the same period in 2020 can be attributed to increases in dealer demand, increasing 114.1%, and demand from affiliates increasing 344.1%. These segments increased in anticipation for the 2021 summer season. Direct to consumer demand decreased for the Second Quarter, 2021 as compared to the same period in 2020, as the re-opening of the economy after COVID allowed consumers to purchase product at retail rather than from our website. For the six months ended June 30, 2021 the Legacy SSA segment continued to show significant increase over the prior year. Increases in all areas of this segment increased netting to a total increase of 56.8% for the six months ended June 30, 2021 as compared to the same period in 2020.

Our costs of revenues as a percentage of net revenues in this segment increased from 58.5% to 71.9% for the six months ended June 30, 2020 from the prior year. The increased cost of revenue, and in turn reduction in product margin, can be attributed to increase proportion of dealer sales as compared to the prior year increasing 79.3%.

A breakdown of the revenue channels for this segment are below. Direct to Consumer represent items sold via our website, trade shows and walk-ins to our factory store. Dealer revenue represents sales to customers that we have dealer agreements that typically operate with the lowers margin. Affiliates are resellers of our products that are not in a formal dealer arrangement.

22

Three Months Ended June 30, 2021 and June 30, 2020
	Net Revenue							Cost of Revenue as a % of Net Revenue						Margin
	Second Quarter 2021		Second Quarter 2020		% change			Second Quarter 2021			Second Quarter 2020			Second Quarter 2021			Second Quarter 2020
Dealers	$	664,928	$	310,499		114.1	%		77.7	%		31.0	%		22.3	%		69.0	%
Direct to Consumer (website Included)		273,430		307,195		(11.0	)%		45.1	%		68.3	%		54.9	%		31.7	%
Affiliates		38,615		8,695		344.1	%		74.3	%		51.0	%		25.7	%		49.0	%
Total	$	976,973	$	626,389		56.0	%		68.4	%		49.6	%		31.6	%		50.4	%

Six Months Ended June 30, 2021 and June 30, 2020
	Net Revenue							Cost of Revenue as a % of Net Revenue						Margin
	Six months ended June 30, 2021		Six months ended June 30, 2020		% change			Six months ended June 30, 2021			Six months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
Dealers	$	918,467	$	512,284		79.3	%		78.7	%		50.1	%		21.3	%		49.9	%
Direct to Consumer (website Included)		484,102		387,499		25.0	%		58.9	%		69.5	%		41.1	%		30.5	%
Affiliates		40,447		20,724		95.2	%		74.5	%		60.4	%		25.5	%		39.6	%
Total	$	1,443,016	$	920,507		56.8	%		71.9	%		58.5	%		28.1	%		41.5	%

High Pressure Gas Systems segment

Sales of high-pressure breathing air compressors shown a 176.1% year over year increase during the Second Quarter 2021 as the marketplace began to see an economic recovery during this period. All segments have begun to open up, and demand has begun to show signs of life, with travel returning, and diving operations throughout the US and Caribbean have re-opened and receiving tourists. The majority of our dive resort and dive operator customers’ businesses have begun to conduct a more normalized business, and the recovery of this customer segment can be seen in the increases in revenue in the reseller segment. The Original Equipment Manufacturer segment showed significant growth with an increase of over 300% for the six month ended June 30, 2021 as compared to 2020. The direct to consumer segment, which includes yacht owners and direct to dive stores, showed some life in the Second Quarter 2021 increasing 133%, however this increase wasn’t enough to recover the year over year results for the six months ended June 30, 2021 with a decrease in revenue in the segment of 22.0%. We continue to see acceptance of the L&W brand and we expect sales to continue to increase as we open the product up to new markets outside of the diving and yachting segments.

Our costs of revenues as a percentage of net revenues in this segment decreased to 54.4% as compared to 67.8% for the six months ended June 30, 2021 and 2020. This can be attributed to significant improvements of in margin to the reseller and OEM customer segments. This is attributed to improved product mix and improvements in the job-costing process.

Three Months Ended June 30, 2021 and June 30, 2020
	Net Revenue								Cost of Revenue as a % of Net Revenue						Margin
	Second Quarter 2021		Second Quarter 2020			% change			Second Quarter 2021			Second Quarter 2020			Second Quarter 2021			Second Quarter 2020
Resellers	$	121,118	$	83,945			44.3	%		53.0	%		67.8	%		47.0	%		32.2	%
Direct to Consumers		43,749		18,785			132.9	%		68.2	%		18.5	%		31.8	%		81.5	%
Original Equipment Manufacturers		42,698		(27,560	)		254.9	%		45.6	%		90.2	%		54.4	%		9.8	%
Total	$	207,565	$	75,170			176.1	%		54.7	%		47.2	%		45.3	%		52.8	%

23

Six Months Ended June 30, 2021 and June 30, 2020
	Net Revenue							Cost of Revenue as a % of Net Revenue						Margin
	Six months ended June 30 2021		Six months ended June 30, 2020		% change			Six months ended June 30, 2021			Six months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
Resellers	$	218,264	$	141,718		54.0	%		57.3	%		71.9	%		42.7	%		28.1	%
Direct to Consumers		93,990		120,558		(22.0	)%		51.7	%		66.1	%		48.3	%		33.9	%
Original Equipment Manufacturers		45,439		11,110		309.0	%		46.1	%		33.7	%		53.9	%		66.3	%
Total	$	357,693	$	273,386		30.8	%		54.4	%		67.8	%		45.6	%		32.2	%

Ultra Portable Tankless Dive Systems

Revenue for the six months ended June 30, 2021 in the Ultra Portable Tankless Dive System segment continues to show significant improvement with growth of 13.3% increase for the first six months of 2021 as compared to the same period in 2020. The increase in revenue is despite the loss of the non-recurring revenue related to the BLU-Vent project that was recognized during the Second Quarter 2020. All of the sales channels for this business segment continue to develop. The largest contributor to the revenue increases for both the three and six months ended June 30, 2021 as compared to the prior year, are the growth in consumer direct sales and sales via the Amazon channel. Through June 30, 2021, BLU3 is selling to Amazon in nine countries as well as a significant presence in the US Amazon Channel. BLU3 continues to expand its dealer base which can be seen by the 334.2% revenue growth for first six months of 2021 as compared to the same period in 2020. The Company’s continued focus on direct to consumer via our website accounted for a 40.2% increase for the six months ended June 30, 2021 as compared to the prior year.

Our aggregate cost of revenue from this segment as percentage of net revenues for the three months ended and six months ended June 30, 2021 have shown improvement over the same period in 2020. The cost of revenue and margins through the first six months of 2021 are more representative of the normalized costs and margins, excluding the non reoccurring Ventilator project. BLU3 is consistently working toward greater production efficiency and capacity.

Three Months Ended June 30, 2021 and June 30, 2020
	Net Revenue							Cost of Revenue as a % of Net Revenue						Margin
	Second Quarter 2021		Second Quarter 2020		% change			Second Quarter 2021			Second Quarter 2020			Second Quarter 2021			Second Quarter 2020
Ventilator	$	-	$	457,803		(100.0	)%		-			89.0	%		-			11.0	%
Direct to Consumer		188,466		149,589		26.0	%		53.9	%		51.3	%		46.1	%		48.7	%
Amazon		188,467		-		100.0	%		61.9	%		-			38.1	%		100.0	%
Dealers		151,447		11,577		1,208.1	%		76.4	%		(57.2	)%		23.6	%		157.2	%
Total	$	528,380	$	618,969		(14.6	)%		63.2	%		77.2	%		36.8	%		22.8	%

Six Months Ended June 30, 2021 and June 30, 2020
	Net Revenue							Cost of Revenue as a % of Net Revenue						Margin
	Six months ended June 30, 2021		Six months ended June 30, 2020		% change			Six months ended June 30, 2021			Six months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020
Ventilator	$	-	$	457,803		(100.0	)%		-			89.0	%		-			11.0	%
Direct to Consumer		340,665		243,042		40.2	%		52.2	%		71.9	%		47.8	%		28.1	%
Amazon		259,265		-		100.0	%		61.8	%		-			38.2	%		100.0	%
Dealers		263,048		60,579		334.2	%		70.1	%		81.4	%		29.9	%		18.6	%
Total	$	862,978	$	761,424		13.3	%		60.6	%		82.9	%		39.4	%		17.1	%

24

Operating Expenses

Operating expenses, consisting of selling, general and administrative (“SG&A”) expenses and research and development costs, and are reported on a consolidated basis for our operating segments. Aggregate operating expenses decreased 6.6% for the Second Quarter 2021 as compared to the Second Quarter 2020. For the six months ended June 30, 2021 aggregate operating expenses increased by 23.5% from the same period in 2020.

Selling, General & Administrative Expenses (SG&A Expenses)

SG&A decreased by 4.7% and increased by 25.7% for the Second Quarter and six months ended June 30, 2021 as compared to the same periods in 2020. The main drivers of SG&A during those periods are as follows:

Expense Item	Second Quarter 2021		Second Quarter 2020		% Change			Six months Ended June 30, 2021		Six months Ended June 30, 2020		% Change
Payroll, Selling & Admin	$	236,062	$	103,368		128.4	%	$	461,529	$	247,890		86.2	%
Stock Compensation Expense		266,370		296,470		(10.2	)%		498,875		406,040		22.9	%
Other Professional Fees		71,500		238,500		(70.0	)%		92,000		241,500		(61.9	)%
Advertising		47,615		16,212		193.7	%		113,841		35,068		224.6	%
All Others		202,060		209,913		(3.7	)%		394,397		311,543		26.6	%
Total SG&A	$	823,607	$	864,463		(4.7	)%	$	1,560,642	$	1,242,041		25.7	%

Payroll increases for the three and six months ended June 30, 2021 are related to the hiring of the CEO, and other administrative positions to support the growth in each of our divisions.

Non-Cash Stock compensation expenses have seen a slight decrease for the Second Quarter, as the 2020 totals included stock options that were fully expensed in 2020, and no further adjustments were necessary in the Second Quarter 2021. The increase for the six months ended June 30, 2021 as compared to the same period in 2020 is related to options to the our CFO and Chairman, that were issued during the Second Quarter 2020 and were fully expensed in the First Quarter 2021.

Other professional fees, typically in the form of non-cash stock or stock options decreased 70% and 61.9% for the Second Quarter 2021 and six months ended June 30, 2021, respectively, as compared to the same periods in 2020. This decrease can be attributed to the contracts of both an IR firm and a PR firm in the Second Quarter 2020, that were terminated or their compensation was restructured for 2021.

The increase in advertising expense for the three and six months ended June 30, 2021 as compared to the same periods in 2020 is attributable to the agreement with the Company’s provider of marketing and advertising. This contract was executed in the Third Quarter 2020, and was not renewed as of July 31, 2021.

Research & Development Expenses (R&D Expenses)

R&D expenses for the Second Quarter and six months ended June 30, 2021 decreased 46.7% and 24.4%, respectively as compared to the same periods in the prior year. The decrease can be primarily attributed to the near completion of the R&D for BLU3’s NOMAD, as it moves toward production in the third quarter, 2021.

Total Other Income

Total other income was approximately $157,800 and $163,900 for the Second Quarter 2021 and six months ended June 30, 2021 as compared to other expense of approximately $6,400 and $12,300 during the same period in 2020. The other income for the Second Quarter 2021 consists of a gain from the forgiveness of the PPP loan of $159,600 offset by interest expense of approximately $1,800. The other expenses for the Second Quarter 2020 consist only of interest expense. The decrease in interest expense can be attributed to the decrease in interest expense on the Marlin Note, the conversion and settlement of debt and a reduction in the note balances due to repayments made.

25

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. The following table summarized total current assets, total current liabilities and working capital at June 30, 2021 (unaudited) as compared to December 31, 2020.

	June 30,		December 31,		% of
	2021		2020		change
		(unaudited)
Total current assets	$	1,954,388	$	1,469,037		33.0	%
Total current liabilities	$	1,156,250	$	1,029,204		12.3	%
Working capital	$	798,138	$	439,833		81.4	%

The increase in our current assets at June 30, 2021 from December 31, 2020 principally reflects increases in accounts receivable from related and non-related parties, inventory, net and prepaid expenses and other current assets. The increase in our total current liabilities principally reflect increases in total accounts payable, customer deposits, and other liabilities, offset by decreases in current maturities of long term debt, notes payable and the convertible debentures.

Summary Cash Flows

	Six Months Ended June 30,
	2021			2020
	(unaudited)
Net cash used by operating activities	$	(396,838	)	$	(463,508	)
Net cash used by investing activities	$	(14,591	)	$	-
Net cash provided by financing activities	$	227,904		$	885,138

Net cash used in operating activities for the six months ended June 30, 2021 was due to the net loss of approximately $530,800 which is primarily attributable to non-cash stock compensation expenses of approximately $600,900. The non-cash stock compensation expense for the six months ended June 30, 2021 is attributable stock options issued to Mr. Carmichael, Mr. Constable, various employees as well as shares issued for services to consultants. The cash used is also the result of increases in current assets, including, accounts receivable, inventory, net, and prepaid expenses that utilized approximately $660,300 offset by increases in current liabilities including accounts payable, other liabilities, and customer deposits, which totaled to approximately $325,900.

Net cash used by investing activities relate primarily to an increase in leasehold improvements, as the company expanded its office space for additional personnel, and lighting in the production areas.

Net cash provided by financing activities in the six months ended June 30, 2021 reflects proceeds from the sale of common stock, proceeds from a new debt agreement, offset by the repayments of notes payable and Marlin Note.

Going Concern and Management’s Liquidity Plans

As set forth in Note 3 of the unaudited condensed consolidated financial statements appearing in this report were prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the 12-month period following the date of issuance of these consolidated financial statements. The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2020 contained a going concern qualification.

We have a history of losses, and an accumulated deficit of $13,486,923 as of June 30, 2021. Despite a working capital surplus of $798,138 at June 30, 2021, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue to increase revenues, control expenses, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. As set forth in Note 5 appearing earlier in this report, we owe third parties approximately $50,000 under the terms of convertible debentures that become due in December 2021. In addition, we have an additional $15,000 in loans which are due on demand. We are continuing to engage in discussions with potential sources for additional capital, however, our ability to raise capital is somewhat limited based upon our revenue levels, net losses and limited market for our common stock. If we fail to raise additional funds when needed, or if we do not have sufficient cash flows from operations, we may be required to scale back or cease certain of our operations.

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Critical Accounting Policies 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition, valuation of inventory, allowance for doubtful accounts, and equity-based transactions. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements appearing earlier in this report.

Recent Accounting Pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. These recent accounting pronouncements are described in Note 2 to our notes to unaudited condensed consolidated financial statements appearing earlier in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. The Company’s management, under the supervision and with the participation our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2021. Based upon that evaluation our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report as a result of the continuing material weakness in the Company’s internal control over financial reporting as described in Item 9A. of our 2020 10-K. We do not, however, expect that the weaknesses in our disclosure controls will be remediated until such time as we remediate the material weaknesses in our internal control over financial reporting.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15 under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are a defendant in that certain lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., Case number CACE19009879 filed on May 6, 2019 in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida. The complaint, which relates to consulting services provided to the Company by the deceased between 2005 and 2017, alleges breach of contract and quantum meruit and is seeking $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. This matter was settled for $10,000 in July 2021.

Item 1A. Risk Factors

We incorporate by reference the risk factors disclosed in Part I, Item 1A of our 2020 10-K.

Item 2. Unregistered sales of equity securities and use of proceeds

Except as to unregistered sales of securities disclosed under prior reports, during the period covered by this report we sold the securities disclosed below that were not registered under the Securities Act of 1933, as amended.

On June 10, 2021, the Company issued 6,055,358 shares of common stock to the holder of an outstanding convertible debenture pursuant to the conversion of the convertible debenture and accrued interest in the amount of $60,554. The shares of restricted common stock were issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Act. The holder has access to information concerning the Company and is an accredited investor.

Item 3. Defaults Upon Senior Securities

None.

Item 4. MINE SAFETY DISCLOSURE

None.

Item 5. Other Information

On July 30, 2021, the Company entered into a binding term sheet (the “Term Sheet”) with Submersible Systems, LLC, a Florida limited liability corporation (“Submersible”), and Tierra Vista Group, LLC and Summit Holdings V, LLC (Tierra Vista Group and Summit Holdings V, collectively, the “Sellers”), the owners of all of the membership interests of Submersible (the “Membership Interests”). Pursuant to the terms of the Term Sheet, the Company will acquire all of the Membership Interests from the Sellers for an aggregate purchase price of $1,750,000 (the “Purchase Price”), to be paid to the Sellers at closing: (i) by the issuance to the Sellers of three-year convertible promissory notes (each, a “Note”) in the aggregate principal amount of $350,000, at an interest rate of 8% per annum, with each Seller to receive a Note in the principal amount pro rata with the number of Membership Interests such Seller owns of Submersible, and (ii) by the issuance to the Sellers of an aggregate of $1,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, such number of Shares to be calculated based on the volume weighted average price of a share of the Company’s Common Stock on the OTC Markets ("VWAP") for (a) 180 days prior to the date of the Term Sheet, or (b) 180 days prior to the closing date of the transaction, whichever results in a lower VWAP, with each Seller receiving a pro rata portion of the Shares based upon the total number of Membership Interests held by such Seller. The closing and consummation of the transactions contemplated by the Term Sheet are to occur no later than August 31, 2021, and are subject to certain closing conditions and deliveries, including an agreement containing typical representations and warranties by the parties of a transaction of this nature. There are no assurances the transactions will be completed.

On May 26, 2021 the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, Stock Options may be granted to Employees, Directors, and Consultants in the form of Incentive Stock Options or Non-statutory Stock Options, Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The maximum number of shares that may be issued under the Plan shall be 25,000,000 shares. Common Stock to be issued under the Plan may be either authorized and unissued or shares held in treasury by the Company. The term of the Plan shall be ten years.

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Item 6. Exhibits

		Incorporated by Reference			Filed
				Exhibit	or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Articles of Conversion (Nevada)	8-K	10/28/15	3.1
3.2	Certificate of Conversion (Florida)	8-K	10/28/15	3.2
3.3	Articles of Incorporation (Florida)	8-K	10/28/15	3.3
3.4	Articles of Amendment	8-K	12/16/15	3.5
3.5	Bylaws	8-K	10/28/15	3.4
4.1	2021 Equity Incentive Plan				Filed
10.1	Binding Term Sheet dated July 30, 2021	8-K	8/3/2021
31.1	Certification Pursuant to Rule 13a-14(a)/15d-14(a)				Filed
31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a)				Filed
32.1	Certification Pursuant to Section 1350				Filed
101	XBRL Interactive Data File				Filed

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SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 16, 2021	Brownie’s marine group, Inc.
	By:	/s/ Christopher H. Constable
		Christopher H. Constable
		Chief Executive Officer,
		principal executive officer
	By:	/s/ Robert M. Carmichael
		Robert M. Carmichael
		Chief Financial Officer,
		principal financial and accounting officer

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EX-4.1

Exhibit 4.1

BROWNIE’S MARINE GROUP, INC.

2021 EQUITY COMPENSATION PLAN

1. Purpose.

1.1 Purpose. The purpose of this 2021 Equity Compensation Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The types of long-term incentive Awards that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its businesses.

2. Definitions.

2.1 Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Agreement” means the agreement between the Company and the Holder setting forth the terms and conditions of an Award under the Plan. Agreements shall be in the form(s) attached hereto.

(b) “Award” means Stock Options, Restricted Stock and/or other Stock Based Awards awarded under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(e) “Committee” means any committee of the Board that the Board may designate to administer the Plan or any portion thereof. If no Committee is so designated, then all references in this Plan to “Committee” shall mean the Board.

(f) “Common Stock” means the common stock of the Company, $0.0001 par value per share.

(g) “Company” means Brownie’s Marine Group, Inc., a corporation organized under the laws of the State of Florida.

(h) “Disability” means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.

(i) “Effective Date” means the date set forth in Section 11.1, below.

(j) “Fair Market Value”, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the Common Stock is listed on a national securities exchange, the closing price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by the exchange (or on the last preceding trading date if such security was not traded on such date); (ii) if the Common Stock is not listed on a national securities exchange, but is traded in the over-the-counter market, the closing bid price for the Common Stock on such date, as reported by the OTC Markets Inc. or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Committee shall determine, in good faith.

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(k) “Holder” means a person who has received an Award under the Plan.

(l) “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(m) “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(n) “Normal Retirement” means retirement from active employment with the Company or any Subsidiary, other than for Cause or due to death or disability, of a Holder who; (i) has reached the age of 65; (ii) has reached the age of 62 and has completed five years of service with the Company; or (iii) has reached the age of 60 and has completed 10 years of service with the Company.

(o) “Other Stock-Based Award” means an Award under Section 8, below, that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.

(p) “Parent” means any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.

(q) “Plan” means the Brownie’s Marine Group, Inc. 2021 Equity Compensation Plan, as hereinafter amended from time to time.

(r) “Repurchase Value” shall mean the Fair Market Value in the event the Award to be repurchased under Section 9.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the Award is a Stock Option; in each case, multiplied by the number of shares subject to the Award.

(s) “Restricted Stock” means Common Stock, received under an Award made pursuant to Section 7, below that is subject to restrictions under said Section 7.

(t) “Stock Option” or “Option” means any option to purchase shares of Common Stock that is granted pursuant to the Plan.

(u) “Subsidiary” means any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.

3. Administration.

3.1 Committee Membership. The Plan shall be administered by the Committee, the Board or a committee designated by the Board. Committee members shall serve for such term as the Board may in each case determine, and shall be subject to removal at any time by the Board. The Committee members, to the extent deemed to be appropriate by the Board, shall be “non-employee directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and “outside directors” within the meaning of Section 162(m) of the Code. The Committee shall conduct itself in conformance with the provisions of the Compensation, Corporate Governance and Nominating Committee Charter.

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3.2 Powers of Committee. The Committee shall have the authority and responsibility to recommend to the Board for approval, Awards for Board members, executive officers, non-executive employees and consultants of the Company, pursuant to the terms of the Plan: (i) Stock Options, (ii) Restricted Stock, and/or (iii) Other Stock-Based Awards. For purposes of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan):

(a) to select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Restricted Stock, and/or Other Stock-Based Awards may from time to time be awarded hereunder.

(b) to determine the terms and conditions, not inconsistent with the terms of the Plan or requisite Board approval, of any Award granted hereunder including, but not limited to, number of shares, share exercise price or types of consideration paid upon exercise of Stock Options and the purchase price of Common Stock awarded under the Plan (including without limitation by a Holder’s conversion of deferred salary or other indebtedness of the Company to the Holder), such as other securities of the Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions, as the Committee shall determine;

(c) to determine any specified performance goals or such other factors or criteria which need to be attained for the vesting of an Award granted hereunder;

(d) to determine the terms and conditions under which Awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other equity awarded under this Plan and cash Awards made by the Company or any Subsidiary outside of this Plan; and

(e) to determine the extent and circumstances under which Common Stock and other amounts payable with respect to an Award hereunder shall be deferred that may be either automatic or at the election of the Holder; and

3.3 Interpretation of Plan.

3.3.1 Committee Authority. Subject to Section 10, below, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and to determine the form and substance of all Agreements relating thereto), and to otherwise supervise the administration of the Plan. Subject to Section 10, below, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion, subject to Board authorization if indicated, and shall be final and binding upon all persons, including the Company, its Subsidiaries and Holders.

3.3.2 Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock Options or any Agreement providing for Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Holder(s) affected, to disqualify any Incentive Stock Option under such Section 422.

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4. Stock Subject to Plan.

4.1 Number of Shares. The total number of shares of Common Stock reserved and available for issuance under the Plan shall be twenty-five million (25,000,000) shares. Shares of Common Stock under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The number of shares of Common Stock available for issuance under the Plan shall automatically increase on January 1 of each calendar year during the term of the Plan, beginning with calendar year 2022, by an amount equal to one percent (1%) of the total number of shares of Common Stock of the Company issued and outstanding on December 31 of such calendar year, but in no event shall any such annual increase exceed thirty million (30,000,000) shares of Common Stock. If any share of Common Stock that have been granted pursuant to a Stock Option ceases to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Restricted Stock, Deferred Stock Award, or Other Stock-Based Award granted hereunder are forfeited or any such Award otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available for distribution in connection with future grants and Awards under the Plan.

4.2 Adjustment Upon Changes in Capitalization, Etc. In the event of any dividend (other than a cash dividend) payable on shares of Common Stock, stock split, reverse stock split, combination or exchange of shares, or other similar event (not addressed in Section 4.3, below) occurring after the grant of an Award, which results in a change in the shares of Common Stock of the Company as a whole, (i) the number of shares issuable in connection with any such Award and the purchase price thereof, if any, shall be proportionately adjusted to reflect the occurrence of any such event and (ii) the Committee shall determine whether such change requires an adjustment in the aggregate number of shares reserved for issuance under the Plan or to retain the number of shares reserved and available under the Plan in their sole discretion. Any adjustment required by this Section 4.2 shall be made by the Committee, in good faith, subject to Board authorization if indicated, whose determination will be final, binding and conclusive.

4.3 Certain Mergers and Similar Transactions. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Awardees, (c) a merger in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than any shareholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Awardees. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Awardees as was provided to shareholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Holder, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Holder. In the event such successor corporation (if any) refuses or otherwise declines to assume or substitute Awards, as provided above, (i) the vesting of any or all Awards granted pursuant to this Plan will accelerate immediately prior to the effective date of a transaction described in this Section 4.3 and (ii) any or all Options granted pursuant to this Plan will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee determines. If such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such time as determined by the Committee. Subject to any greater rights granted to Awardees under the foregoing provisions of this Section 4.3, in the event of the occurrence of any transaction described in this Section 4.3, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

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5. Eligibility.

Awards may be made or granted to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. No Incentive Stock Option shall be granted to any person who is not an employee of the Company or a Subsidiary at the time of grant. Notwithstanding anything to the contrary contained in the Plan, Awards covered or to be covered under a registration statement on Form S-8 which may be filed with the United States Securities and Exchange Commission may be made under the Plan only if (a) they are made to natural persons, (b) who provide bona fide services to the Company or its Subsidiaries, and (c) the services are not in connection with the offer and sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

6. Stock Options.

6.1 Grant and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options, which may be granted alone or in addition to other Awards granted under the Plan. To the extent that any Stock Option intended to qualify as an Incentive Stock Option does not so qualify, it shall constitute a separate Nonqualified Stock Option.

6.2 Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:

(a) Option Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (“10% Shareholder”).

(b) Exercise Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant and may not be less than 100% of the Fair Market Value on the day of grant; provided, however, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder shall not be less than 110% of the Fair Market Value on the date of grant.

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(c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee and as set forth in Section 9, below. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, i.e., that it vests over time, the Committee may waive such installment exercise provisions at any time at or after the time of grant in whole or in part, based upon such factors as the Committee shall determine.

(d) Method of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case; Stock Options may be exercised in whole or in part at any time during the term of the Option, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent Awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date prior to the date of exercise. Such payments shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances. A Holder shall have none of the rights of a shareholder with respect to the shares subject to the Option until such shares shall be transferred to the Holder upon the exercise of the Option.

(e) Transferability. Except as may be set forth in the Agreement, no Stock Option shall be transferable by the Holder other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative).

(f) Termination by Reason of Death. If a Holder’s employment by the Company or a Subsidiary terminates by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser period as the Committee may specify at grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(g) Termination by Reason of Disability. If a Holder’s employment by the Company or any Subsidiary terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, shall there upon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify at the time of grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

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(h) Other Termination. Subject to the provisions of Section 12, below, and unless otherwise determined by the Committee at the time of grant and set forth in the Agreement, if a Holder is an employee of the Company or a Subsidiary at the time of grant and if such Holder’s employment by the Company or any Subsidiary terminates for any reason other than death or Disability, the Stock Option shall thereupon automatically terminate, except that if the Holder’s employment is terminated by the Company or a Subsidiary without cause or due to Normal Retirement, then the portion of such Stock Option that has vested on the date of termination of employment may be exercised for the lesser of three months after termination of employment or the balance of such Stock Option’s term.

(i) Additional Incentive Stock Option Limitation. In the case of an Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of the Option) with respect to which Incentive Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiary) shall not exceed $100,000.

(j) Buyout and Settlement Provisions. The Committee may at any time, subject to Board authorization, if indicated, offer to repurchase a Stock Option previously granted, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time that such offer is made.

7. Restricted Stock.

7.1 Grant. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee, subject to Board authorization, if indicated, shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price (if any) to be paid by the Holder, the time or times within which such Awards may be subject to forfeiture (“Restriction Period”), the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

7.2 Terms and Conditions. Each Restricted Stock Award shall be subject to the following terms and conditions:

(a) Certificates. Restricted Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and the Agreement.

7

(b) Rights of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote such Restricted Stock, to receive and retain all regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute on such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period; (iii) other than regular cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, pay or distribute, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction Period shall have expired; (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.

(c) Vesting; Forfeiture. Upon the expiration of the Restriction Period with respect to each Award of Restricted Stock and the satisfaction of any other applicable restrictions, terms and conditions (i) all or part of such Restricted Stock shall become vested in accordance with the terms of the Agreement, subject to Section 9, below, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested, subject to Section 9, below. Any such Restricted Stock and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.

8. Other Stock-Based Awards.

Other Stock-Based Awards may be awarded, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, or other rights convertible into shares of Common Stock and Awards valued by reference to the value of securities of or the performance of specified Subsidiaries. Other Stock-Based Awards may be awarded either alone or in addition to or in tandem with any other Awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.

9. Accelerated Vesting and Exercisability.

9.1 Non-Approved Transactions. If any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock Options and other Awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and Awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to such Stock Options and Awards on the terms set forth in this Plan and the respective agreements respecting such Stock Options and Awards.

8

9.2 Approved Transactions. The Committee may, subject to Board authorization, if indicated, in the event of an acquisition of substantially all of the Company’s assets or at least 50% of the combined voting power of the Company’s then outstanding securities in one or more transactions (including by way of merger or reorganization) which has been approved by the Company’s Board of Directors, (i) accelerate the vesting of any and all Stock Options and other Awards granted and outstanding under the Plan, and (ii) require a Holder of any Award granted under this Plan to relinquish such Award to the Company upon the tender by the Company to Holder of cash in an amount equal to the Repurchase Value of such Award.

10. Amendment and Termination.

The Board may at any time, and from time to time, amend alter, suspend or discontinue any of the provisions of the Plan, but no amendment, alteration, suspension or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s consent.

11. Term of Plan.

11.1 Effective Date. The Plan shall become effective at such time as the Plan is approved and adopted by the Company’s Board of Directors (the “Effective Date”), subject to the following provisions:

(a) to the extent that the Plan authorizes the Award of Incentive Stock Options, shareholder approval for the Plan shall be obtained within 12 months of the Effective Date; and

(b) the failure to obtain shareholder for the Plan as contemplated by subparagraph (a) of this Section 11 shall not invalidate the Plan; provided, however, that (i) in the absence of such shareholder approval, Incentive Stock Options may not be awarded under the Plan and (ii) any Incentive Stock Options theretofore awarded under the Plan shall be converted into Non-Qualified Options upon terms and conditions determined by the Committee to reflect, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the Incentive Stock Options being so converted.

1.2 Termination Date. Unless otherwise terminated by the Board, this Plan shall continue to remain effective until the earlier of ten (10) years from the Effective Date or such time as no further Awards may be granted and all Awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during the ten-year period following the Effective Date.

12. General Provisions.

12.1 Written Agreements. Each Award granted under the Plan shall be confirmed by, and shall be subject to the terms, of the Agreement executed by the Company and the Holder. The Committee may terminate any Award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered to the Holder for his or her execution.

12.2 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company.

9

12.3 Employees.

(a) Engaging in Competition with the Company; Disclosure of Confidential Information. If a Holder’s employment with the Company or a Subsidiary is terminated for any reason whatsoever, and within three months after the date thereof such Holder either (i) accepts employment with any competitor of, or otherwise engages in competition with, the Company or (ii) discloses to anyone outside the Company or uses any confidential information or material of the Company in violation of the Company’s policies or any agreement between the Holder and the Company, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any Award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated.

(b) Termination for Cause. The Committee may, if a Holder’s employment with the Company or a Subsidiary is terminated for cause, annul any Award granted under this Plan to such employee and, in such event, the Committee, in its sole discretion, may require such Holder to return to the Company the economic value of any Award that was realized or obtained by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated.

(c) No Right of Employment. Nothing contained in the Plan or in any Award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any Holder who is an employee at any time.

12.4. Investment Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other Award under the Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s securities.

12.5 Additional Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the Awarding of Common Stock and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.

12.6 Withholding Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with respect to any option or other Award under the Plan, the Holder shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder from the Company or any Subsidiary.

10

12.7 Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Florida.

12.8 Other Benefit Plans. Any Award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to Awards under this Plan).

12.9 Non-Transferability. Except as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbered or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void.

12.10 Applicable Laws. The obligations of the Company with respect to all Stock Options and Awards under the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the rules and regulations of any securities exchange or trading or quotation system on which the Common Stock may be listed or quoted.

12.11 Conflicts. If any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length therein.

12.12 Non-Registered Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock on a national securities exchange or any other trading or quotation system.

11

Plan Amendments

Date Approved by Board Date Approved by Shareholders, if necessary Sections Amended Description of Amendment(s)

12

EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATE

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Christopher H. Constable, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2021 of Brownie’s Marine Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2021		/s/ Christopher H. Constable
	Name:	Christopher H. Constable
	Title:	Chief Executive Officer, principal executive officer

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATE

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Robert M. Carmichael, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2021 of Brownie’s Marine Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2021		/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chief Financial Officer, principal financial and accounting officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brownie’s Marine Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021 as filed with the United States Securities and Exchange Commission (the “Report”), the undersigned, Christopher H. Constable and Robert M. Carmichael, in their respective capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 16, 2021		/s/ Christopher H. Constable
	Name:	Christopher H. Constable
	Title:	Chief Executive Officer, principal executive officer
		/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chief Financial Officer, principal financial and accounting officer

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Brownie’s Marine Group, Inc. and will be retained by Brownie’s Marine Group, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 16, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	333-99393
Entity Registrant Name	Brownie’s Marine Group, Inc.
Entity Central Index Key	0001166708
Entity Tax Identification Number	90-0226181
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	3001 NW 25th
Entity Address, Address Line Two	Avenue
Entity Address, Address Line Three	Suite 1
Entity Address, City or Town	Pompano Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33069
City Area Code	(954)
Local Phone Number	462-5570
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		343,279,052

XML

Condensed Consolidated Balance Sheet - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current Assets
Cash	$ 161,662	$ 345,187
Accounts receivable, net	232,179	81,251
Accounts receivable - related parties	176,645	67,644
Inventory, net	984,731	863,791
Prepaid expenses and other current assets	399,171	111,164
Total current assets	1,954,388	1,469,037
Property, equipment and leasehold improvements, net	144,608	143,413
Operating Lease Assets	395,400	446,981
Other assets	10,649	13,649
Total assets	2,505,045	2,073,080
Current liabilities
Accounts payable and accrued liabilities	589,330	386,977
Accounts payable - related parties	94,573	102,360
Customer deposits and unearned revenue	44,291	20,353
Other liabilities	185,037	100,817
Operating lease liabilities	112,771	107,691
Current maturities long term debt	65,248	151,006
Notes payable	15,000	50,000
Convertible debentures, net	50,000	110,000
Total current liabilities	1,156,250	1,029,204
Long term debt	61,942	120,782
Operating lease liabilities	282,629	339,290
Total liabilities	1,500,821	1,489,276
Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.	425	425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 343,279,052 shares issued and outstanding at June 30, 2021 and 306,185,206 shares issued and outstanding at December 31, 2020, respectively.	34,330	30,620
Common stock payable 138,941 shares and 138,941 shares, respectively as of June 30, 2021 and December 31, 2020, respectively.	14	14
Additional paid-in capital	14,456,378	13,508,882
Accumulated deficit	(13,486,923)	(12,956,137)
Total stockholders’ equity	1,004,224	583,804
Total liabilities and stockholders’ equity	$ 2,505,045	$ 2,073,080

XML

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share		$ 0.001
Preferred Stock, Shares Authorized		10,000,000
Preferred Stock, Shares Outstanding		425,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	343,279,052	306,185,206
Common stock, share outstanding	343,279,052	306,185,206
[custom:CommonStockPayableShares-0]	138,941	138,941

XML

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net revenues
Net revenues	$ 1,359,745	$ 1,123,351	$ 2,106,098	$ 1,601,585
Net revenues - related parties	353,173	197,177	557,589	353,732
Total net revenues	1,712,918	1,320,528	2,663,687	1,955,317
Cost of net revenues
Cost of net revenues	876,646	685,807	1,385,715	1,117,762
Cost of net revenues - related parties	169,699	106,181	275,130	187,179
Royalties expense - related parties	28,013	17,916	39,606	22,766
Royalties expense	41,251	13,833	54,955	27,926
Total cost of revenues	1,115,609	823,737	1,755,406	1,355,633
Gross profit	597,309	496,791	908,281	599,684
Operating expenses
Selling, general and administrative	823,607	864,463	1,560,642	1,242,041
Research and development costs	21,312	39,995	42,419	56,088
Total operating expenses	844,919	904,458	1,603,061	1,298,129
Loss from operations	(247,610)	(407,667)	(694,780)	(698,445)
Other income (expense), net
Gain on settlement of debt			10,000
Gain on the forgiveness of PPP loan	159,600		159,600
Interest expense	(1,795)	(6,375)	(5,606)	(12,290)
Other income (expense), net	157,805	(6,375)	163,994	(12,290)
Loss before provision for income taxes	(89,805)	(414,042)	(530,786)	(710,735)
Provision for income taxes
Net Loss	$ (89,805)	$ (414,042)	$ (530,786)	$ (710,735)
Basic and diluted loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Basic and diluted weighted average common shares outstanding	337,489,134	296,262,167	314,941,270	274,459,029

XML

Condensed Consolidated Statements of Change in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 425	$ 22,554	$ 14	$ 11,338,104	$ (11,604,518)	$ (243,421)
Balance, shares at Dec. 31, 2019	425,000	225,540,501	138,941
Common stock issued for Cash		$ 265		44,735		45,000
Common stock issued for Cash, shares		2,647,065
Stock option expense				96,290		96,290
Common stock issued for exercise of warrants		$ 1,250		123,750		125,000
Common stock issued exercise of warrants, shares		12,500,000
Incentive shares issued to Chairman and employees		$ 2,000		(720)		1,280
Incentive bonus shares to Chairman and employees, shares		20,000,000
Ending balance, value at Mar. 31, 2020	$ 425	$ 26,069	$ 14	11,602,159	(11,901,211)	(272,544)
Balance, shares at Mar. 31, 2020	425,000	260,687,566	138,941
Beginning balance, value at Dec. 31, 2019	$ 425	$ 22,554	$ 14	11,338,104	(11,604,518)	(243,421)
Balance, shares at Dec. 31, 2019	425,000	225,540,501	138,941
Incentive shares issued to Chairman and employees						235,780
Net Loss						(710,735)
Ending balance, value at Jun. 30, 2020	$ 425	$ 30,101	$ 14	12,873,632	(12,315,253)	588,919
Balance, shares at Jun. 30, 2020		301,010,168	138,941
Beginning balance, value at Mar. 31, 2020	$ 425	$ 26,069	$ 14	11,602,159	(11,901,211)	(272,544)
Balance, shares at Mar. 31, 2020	425,000	260,687,566	138,941
Common stock issued for Cash		$ 2,000		498,000		500,000
Common stock issued for Cash, shares		20,000,000
Common stock issued for service		$ 500		222,000		222,500
Common stock issued for service, shares		5,000,000
Stock option expense				218,505		218,505
Incentive shares issued to Chairman and employees		$ 532		233,968		234,500
Incentive bonus shares to Chairman and employees, shares		5,322,602
Common stock issued for warrants		$ 1,000		99,000		100,000
Common stock issued for warrants		10,000,000
Net Loss					(414,042)	(414,042)
Ending balance, value at Jun. 30, 2020	425	$ 30,101	$ 14	12,873,632	(12,315,253)	588,919
Balance, shares at Jun. 30, 2020		301,010,168	138,941
Beginning balance, value at Dec. 31, 2020	$ 425	$ 30,620	$ 14	13,508,882	(12,956,137)	583,804
Balance, shares at Dec. 31, 2020	425,000	306,185,206	138,941
Common stock issued for Cash		$ 2,750		272,250		275,000
Common stock issued for Cash, shares		27,500,000
Common stock issued for service		$ 312		124,688		125,000
Common stock issued for service, shares		3,116,279
Stock option expense				218,505		218,505
Common stock issued for conversion of convertible debentures and accrued interest		$ 42		14,735		14,777
Common stock issued for conversion of convertible debentures and accrued interest, shares		422,209
Net Loss					(440,981)	(440,981)
Ending balance, value at Mar. 31, 2021	$ 425	$ 33,724	$ 14	14,139,060	(13,397,118)	776,105
Balance, shares at Mar. 31, 2021	425,000	337,223,694	138,941
Beginning balance, value at Dec. 31, 2020	$ 425	$ 30,620	$ 14	13,508,882	(12,956,137)	583,804
Balance, shares at Dec. 31, 2020	425,000	306,185,206	138,941
Incentive shares issued to Chairman and employees
Net Loss						(530,786)
Ending balance, value at Jun. 30, 2021	$ 425	$ 34,330	$ 14	14,456,378	(13,486,923)	1,004,224
Balance, shares at Jun. 30, 2021	425,000	343,279,052	138,941
Beginning balance, value at Mar. 31, 2021	$ 425	$ 33,724	$ 14	14,139,060	(13,397,118)	776,105
Balance, shares at Mar. 31, 2021	425,000	337,223,694	138,941
Stock option expense				257,370		257,370
Common stock issued for conversion of convertible debentures and accrued interest		$ 606		59,948		60,554
Common stock issued for conversion of convertible debentures and accrued interest, shares		6,055,358
Net Loss					(89,805)	(89,805)
Ending balance, value at Jun. 30, 2021	$ 425	$ 34,330	$ 14	$ 14,456,378	$ (13,486,923)	$ 1,004,224
Balance, shares at Jun. 30, 2021	425,000	343,279,052	138,941

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Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss	$ (530,786)	$ (710,735)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	13,396	10,409
Shares issued for services	125,000	222,500
Incentive bonus shares issued to CEO and employees		235,780
Reserve (recovery) for bad debt	28,554	(2,098)
Stock Based Compensation - Options	475,875	314,795
Amortization of right-of-use asset	51,581	48,082
Gain on the settlement of debt	(10,000)
Gain on the forgiveness of PPP loan	(159,600)
Changes in operating assets and liabilities
Change in accounts receivable, net	179,482	(8,294)
Change in accounts receivable - related parties	109,001	44,653
Change in inventory	120,940	156,993
Change in prepaid expenses and other current assets	250,909	31,537
Change in other assets	(3,000)	(3,500)
Change in accounts payable and accrued liabilities	217,684	(121,057)
Change in accounts payable - related parties	(7,787)	(98,778)
Change in customer deposits and unearned revenue	23,938	(77,543)
Change in long term lease liability	(51,581)	(48,082)
Change in other liabilities	84,220	(15,392)
Net cash used in operating activities	(396,838)	(463,508)
Cash flows from investing activities:
Purchase of fixed assets	(14,591)
Net cash used in investing activities	(14,591)
Cash flows from financing activities:
Proceeds from unit offering	275,000	545,000
Proceeds from exercise of Warrants		225,000
Proceeds from debt		159,600
Repayment on notes payable	(25,000)	(30,000)
Repayment of debt	(22,096)	(14,162)
Net cash provided by financing activities	227,904	885,138
Net change in cash	(183,525)	421,630
Cash, beginning of period	345,187	70,620
Cash, end of period	161,662	492,550
Supplemental disclosures of cash flow information:
Cash Paid for Interest	4,344	5,761
Cash Paid for Income Taxes
Supplemental disclosure of non-cash financing activities:
Fixed asset purchase down payment through the issuance of debt	37,098
Shares issued for the conversion of convertible debentures and accrued interest	$ 75,331

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Company Overview

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Company Overview

Note 1. Company Overview

Brownie’s Marine Group, Inc., a Florida corporation (hereinafter referred to as” the “Company,” or “BWMG”), designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc., a Florida corporation organized in 1981 (“Trebor”), and manufactures and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary Brownie’s High Pressure Compressor Services, Inc., a Florida corporation organized in 2017 (“BHP”), doing business as LW Americas (“LWA”). In addition, in December 2017, the Company formed BLU3, Inc., a Florida corporation (“BLU3”), to develop and market portable battery powered surface supplied air dive systems. When used herein, the “Company” or “BWMG” includes Brownie’s Marine Group, Inc., and our wholly-owned subsidiaries Trebor, BHP and BLU3.

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Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2020 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our 2020 10-K for a broader discussion of our business and the risks inherent in such business.

Principles of Consolidation

The consolidated financial statements include the accounts of BWMG and its wholly owned subsidiaries, Trebor, BHP and BLU3. All significant intercompany transactions and balances have been eliminated in consolidation.

Cash and cash equivalents

Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

Accounts receivable

Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts is estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $45,426 and $16,872 at June 30, 2021 and December 31, 2020, respectively.

Inventory

Inventory consists of the raw material, parts that make up the items that we manufacture, and finished goods. For the year ended December 31, 2020, the Company recorded reserves for obsolete or slow-moving inventory of approximately $227,657. No additional reserve for obsolete or slow-moving inventory during the six months ended June 30, 2021.

	June 30, 2021 (unaudited)		December 31, 2020
Raw materials	$	508,094	$	408,841
Finished goods		476,637		454,950
Inventory, net	$	984,731	$	863,791

Revenue Recognition

We account for revenues in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive.

We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped.

Lease Accounting

We account for leases in accordance with ASC 842, “Leases”. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations.

We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of June 30, 2021. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease.

Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

For the three and six months ended June 30, 2021 the lease expenses were approximately $32,900 and $65,700, respectively, and approximately $43,000 and $78,000 for the three and six months ended June 30, 2020, respectively. Cash paid for operating liabilities for the six months ended June 30, 2021 was approximately $65,400 and approximately $64,000 for the six months ended June 30, 2020.

Supplemental balance sheet information related to leases was as follows:

Operating Leases	June 30, 2021
Right-of-use assets	$	395,400
Current lease liabilities	$	112,771
Non-current lease liabilities		282,629
Total lease liabilities	$	395,400

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee are required to provide service in exchange for the award, usually the vesting period.

Loss per common share

Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At June 30, 2021 and June 30, 2020, 205,855,020 and 202,389,986, respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

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Going Concern

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3. Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these consolidated financial statements. For the six months ended June 30, 2021, the Company incurred a net loss of $530,786, of which $475,875 is non-cash stock related compensation. At June 30, 2021, the Company has an accumulated deficit of $13,486,923. Despite a working capital surplus of approximately $798,138 at June 30, 2021, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, control expenses, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 4. Related Party Transactions

The Company sells products to three entities, Brownies Southport Divers, Brownies Yacht Toys and Brownies Palm Beach Divers, owned by the brother of Mr. Robert M. Carmichael, the Company’s President and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for 15.1% and 14.9% of the net revenues for the three months ended June 30 2021 and 2020, respectively, and 20.9% and 18.1%  for the six months ended June 30, 2021 and 2020 respectively. Accounts receivable from these entities totaled $153,214 and $44,323, respectively, at June 30, 2021 and December 31, 2020.

The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Mr. Carmichael. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Accounts receivable from the combined entities and Mr. Carmichael totaled $23,431 and $23,321 at June 30, 2021 and December 31, 2020, respectively.

The Company had accounts payable to related parties of $94,573 and $102,360 at June 30, 2021 and December 31, 2020, respectively. The balance payable at June 30, 2021 is comprised of $5,000 due to Robert Carmichael, $9,639 due to 940 Associates and $79,934 due to BGL. At December 31, 2020 this account was comprised of $5,000 due to Robert Carmichael, and $97,360 due to BGL.

The Company has Exclusive License Agreements with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. This Exclusive License Agreement provides that the Company will pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the three months ended June 30, 2021 and 2020 were $28,013 and $17,916, respectively and $39,606 and $22,766 for the six months ended June 30, 2021 and 2020, respectively. The accrued royalty for June 30, 2021 is $22,510 and it is included in other liabilities.

On March 25, 2021, the Company issued 27,500,000 shares of common stock to Mr. Charles F. Hyatt, a member of our Board of Directors in consideration of $275,000.

As of June 30, 2021, options to purchase 25,000,000 shares of common stock held by Mr. Carmichael vested in accordance with Carmichael Option agreement as further discussed in Note 6 of these financial statements.

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Convertible Debentures and Notes Payable

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Convertible Debentures and Notes Payable

Note 5. Convertible Debentures and Notes Payable

Convertible Debentures

Convertible debentures consisted of the following at June 30, 2021:

Origination Date	Maturity Date	Interest Rate			Origination Principal Balance		Original Discount Balance			Period End Principal Balance		Period End Discount Balance		Period End Balance, Net		Accrued Interest Balance		Reg.
8/31/11	8/31/13		5	%		10,000		(4,286	)		-		-		-		-		(1	)
12/01/17	12/31/21		6	%		50,000		(12,500	)		-		-		-		-		(2	)
12/05/17	12/31/21		6	%		50,000		(12,500	)		50,000		-		50,000		9,331		(3	)
										$	50,000	$	—	$	50,000	$	9,331

(1)

The Company borrowed $10,000 in exchange for a convertible debenture (the “Hoboken Convertible Note”). The holder at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. On February 22, 2021, this note and accrued interest of $4,777 were converted by the holder for 422,209 shares of common stock in accordance with the terms of the note.

(2)

On December 1, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. On June 10, 2021, this note and accrued interest of $10,554 were converted by the holder for 6,055,358 shares of common stock in accordance with the terms of the note.

(3)

On December 5, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2021.

Notes Payable

Gonzales Note

The Company issued an unsecured, non-interest-bearing note of $200,000 with Mr. Tom Gonzales on July 1, 2013. The note is payable upon demand. The Company made repayments totaling $25,000 during the six months ended June 30, 2021. The note balance was $15,000 at June 30, 2021 and $40,000 December 31, 2020.

Hoboken Note

The Company issued an unsecured, non-interest-bearing note of $10,000 with Hoboken Street Association on October 15, 2016. The note was forgiven as part of the conversion of the Hoboken Convertible Note on February 22, 2021 as described above. The note balance as of June 30, 2021 and December 31, 2020 was $0 and $10,000, respectively.

Loan Payable

Marlin Note

On September 30, 2019 the Company, via its wholly owned subsidiary BLU3, executed an equipment finance agreement for the purchase of certain plastic molding equipment through Marlin Capital Solutions. The initial principal balance was $96,725 payable over 36 equal monthly installments of $3,144 (the “Marlin Note”). The equipment finance agreement contains customary events of default. The loan balance was $44,013 as of June 30, 2021

	Payment Amortization
2021 (6 months remaining)		16,918
2022		27,095
Total Loan Payments	$	44,013
Current portion of Loan payable		(34,745	)
Non-Current Portion of Loan Payable	$	9,268

Mercedes Benz Note

On 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 was for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The first payment was due on October 5, 2020. The loan balance as of June 30, 2021 is $47,156.

	Payment Amortization
2021 (6 months remaining)	$	5,584
2022	$	11,168
2023	$	11,168
2024	$	11,168
2025 and thereafter	$	8,068
Total note payments	$	47,156
Current portion of note payable	$	(11,168	)
Non-Current Portion of notes payable	$	35,988

Navitas Note

On May 19, 2021 the Company, via its wholly owned subsidiary BLU3, executed an equipment finance agreement financed for the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $79,309 payable over 60 equal monthly installments of $1,611 (the “Navitas Note”). The equipment finance agreement contains customary events of default. The agreement was not fully funded as of June 30, 2021. Navitas has funded $37,098 for the down payment of an equipment purchase and the balance of the note is $36,021 as of June 30, 2021.

	Payment Amortization
2021 (6 months remaining)		8,070
2022		17,464
2023		10,487
Total Note Payments	$	36,021
Current portion of Note payable		(19,335	)
Non-Current Portion of Note Payable	$	16,686

PPP Loan

On May 12, 2020, we received an unsecured loan from South Atlantic Bank in the principal amount of $159,600 (the “SBA Loan”), under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration. The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, we used the proceeds from this loan to primarily help maintain our payroll and cover our rent and utilities as we navigated our business through the lockdowns associated with the COVID-19 pandemic until our return to normal operations earlier in 2020.

The term of the note is two years, though it may be payable sooner in connection with an event of default under the note. The SBA Loan carries a fixed interest rate of one percent per year, and a monthly payment of $8,983, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. We used the SBA Loan for qualifying expenses and have applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On April 28, 2021, the Company was notified by South Atlantic Bank that the SBA Loan was forgiven in full under the terms of the CARES Act. The company recorded the forgiveness as a gain on the forgiveness of the PPP loan on our condensed consolidated income statement.

The note balance as of June 30, 2021 and December 31, 2020 was $0 and $159,600, respectively.

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Shareholders’ Equity

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Shareholders’ Equity

Note 6. Shareholders’ Equity

Common Stock

On February 22, 2021, the Company issued 422,209 shares of common stock related to the conversion of a convertible debenture and accrued interest of $14,777.

On March 1, 2021, the Company issued a consultant 3,000,000 shares of its common stock related to investor relation services at a fair value of $120,000.

On March 25, 2021, the Company issued 27,500,000 shares of common stock to Mr. Charles F. Hyatt, a member of our Board of Directors, in consideration of $275,000.

On February 25, 2021, the Company issued 116,279 shares of common stock to a consultant with a fair value of $5,000 for professional business services.

On June 10 2021, the Company issued 6,055,358 shares of common stock related to the conversion of a convertible debenture and accrued interest of $60,554.

Preferred Stock

During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together as on any matters submitted to our shareholders for a vote. As of June 30, 2021, and December 31, 2020, the 425,000 shares of Series A Convertible Preferred Stock are owned by Mr. Carmichael.

Equity Incentive Plan

On May 26, 2021 the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, Stock Options may be granted to Employees, Directors, and Consultants in the form of Incentive Stock Options or Non-statutory Stock Options, Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The maximum number of shares that may be issued under the Plan shall be 25,000,000 shares. Common Stock to be issued under the Plan may be either authorized and unissued or shares held in treasury by the Company. The term of the Plan shall be ten years.

Equity Compensation Plan Information as of June 30, 2021:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted – average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans Approved by Security Holders		1,125,000	$	.036		23,875,000
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		1,125,000	$	.036		23,875,000

Options

Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 10,380,952 shares of common stock to Mr. Blake Carmichael. The options were issued pursuant to a stock option grant agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $43,575 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. These stock options were fully expensed as of December 31, 2020.

Effective July 29, 2019, the Company issued Mr. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $87,147 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.01%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. These stock options were fully expenses during the year ending December 31, 2020.

Effective January 6, 2020, the Company issued options to purchase up to 2,000,000 shares of common stock to Mr. Jeffrey Guzy, then a member of the Board of Directors of the Company. The options were issued pursuant to a stock option grant agreement and is exercisable at $0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $40,107 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.55%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 250%. These stock options were fully expenses during the year ending December 31, 2020.

Effective January 11, 2020, the Company issued options to purchase up to 2,000,000 shares of common stock to BizLaunch Advisors, LLC. The options were issued pursuant to a professional services agreement and are exercisable at $0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $40,097 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.54%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 250%. These stock options were fully expenses during the year ending December 31, 2020.

On April 14, 2020, the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael (the “Carmichael Option Agreement”). Under the terms of the Carmichael Option Agreement, as additional compensation the Company granted Mr. Carmichael an option (the “Carmichael Option”) to purchase up to an aggregate of 125,000,000 shares of the Company’s common stock at an exercise price of $.045 per share, of which the right to purchase 75,000,000 shares of common stock is subject to vesting upon the achievement of the net revenue milestones set forth below (the “Net Revenue Portion of the Option”) and the right to purchase 50,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company’s common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option shall vest as follows:

● the right to purchase 25,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the “Net Revenue Period”);

● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and

● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period.

The Carmichael Option Agreement provides that the Carmichael Option is exercisable by Mr. Carmichael on a cashless basis. The Carmichael Option is not transferrable by Mr. Carmichael, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Carmichael Option vests, it is exercisable by Mr. Carmichael for 90 days. Any portion of the Carmichael Option which does not vest during the Net Revenue Period lapses and Mr. Carmichael has no further rights thereto.

The fair value of the Carmichael Option on the date of the grant was $4,370,109 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .26%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 320%. The Company analyzed the likelihood that the vesting qualifications would be met. As of June 30, 2021, 25,000,000 of options were vested as the targeted net revenues were reached and fully expensed. The second net revenue target was 25% reached. Therefore, stock option expense recognized during the six months ended June 30, 2021 for this option was $437,011.

On November 5, 2020, the Company entered into a Non-Qualified Stock Option agreement with Christopher Constable the “Constable Option Agreement” as part of his employment agreement. Under the terms of the option agreement, the Company granted Mr. Constable a 5 year option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $.0184, (the “Compensation Options”). The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $106,199 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .16%, ii) expected life of 2.5 years, iii) dividend yield of 0%, iv) expected volatility of 341%. These stock options were fully expensed as of December 31, 2020.

As part of the Constable Option Agreement the Company also granted Mr. Constable 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, of which the right to purchase 10,000,000 shares of common stock is subject to vesting upon the achievement of the net revenue milestones set forth below (the “Net Revenue Portion of the Option”) and the right to purchase 20,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company’s common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option shall vest as follows:

● the right to purchase 2,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $5,000,000 in the aggregate over four consecutive fiscal quarters commencing January 1, 2021 and ending on April 30, 2023 (the “Net Revenue Period”);

● the right to purchase an additional 3,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,500,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and

● the right to purchase an additional 5,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,000,000 in the aggregate over four consecutive quarters during the Net Revenue Period.

The Constable Option Agreement provides that the Compensation Options and Bonus Options are exercisable by Mr. Constable on a cashless basis. The Constable Option is not transferrable by Mr. Constable, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Constable Option vests, it is exercisable by Mr. Constable for four years.

The fair value of the Bonus Options on the date of the grant was $578,082 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .14%, ii) expected life of 2.0 years, iii) dividend yield of 0%, iv) expected volatility of 312.2%. The Company analyzed the likelihood that the vesting qualifications would be met, and as of June 30, 2021, deemed that there was a 5.8% chance that the options would vest. Therefore, stock option expense recognized during the six months ended June 30, 2021 for this option was $34,067.

Effective June 14, 2021 the Company issued options to purchase up to an aggregate of 1,125,000 shares of common stock to various employees under the Plan. The options were issued pursuant to a stock option grant agreements and are exercisable at $0.036 per share for a period of four years from the date of issuance, with 12.5% of the options vesting each fiscal quarter over a period of two years. The fair value of the options totaled $38,369 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .21%, ii) expected life of 2 years, iii) dividend yield of 0%, iv) expected volatility of 304.77%. The stock options expense recognized for the six months ended June 30, 2021 was $4,797.

A summary of the Company’s outstanding stock options as of December 31, 2020, and changes during the six months ended June 30, 2021 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding - December 31, 2020		199,730,020	$	0.0323		2.84	$	168,892
Granted		1,125,000		0.0360
Forfeited		-		-
Exercised		-		-
Outstanding – June 30, 2021 (unaudited)		200,855,020	$	0.0351		2.35
Exercisable - June 30, 2021 (unaudited)		69,870,645	$	0.0280		2.65	$	909,994

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Commitments and contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 7. Commitments and contingencies

On August 14, 2014, the Company entered into a thirty-seven-month term lease for its facilities in Pompano Beach, Florida, commencing on September 1, 2014. Terms included payment of $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 (i.e. common areas maintenance), which was approximately $2,000 per month subject to periodic adjustment. On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, extending the term 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.

On November 11, 2018, the Company entered a new lease agreement for approximately 8,025 square feet adjoining its existing facility in Pompano Beach, Florida. Terms of the new lease include a sixty-nine month term commencing on January 1, 2019, or the date the Company took possession of the premises, if earlier; 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 payment of 10.11% of the buildings annual operating expenses (i.e. common area maintenance) which is approximately $1,679 per month subject to adjustment as provided in the lease.

On June 30, 2020, the Company entered into Amendment No. 2 to the Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The amendment set certain limits and expectations of the assistance from STS related to designing and commercializing certain diving products, and revised the royalty payments due to STS as consideration for uncompensated services. The Company is obligated to pay STS a minimum yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15% per year. The minimum royalty was temporarily increased to $60,000 for fiscal years 2022, 2023 and 2024, with a fourth quarter true up against earned royalties. In addition, if the Company should terminate the agreements with STS prior to December 31, 2023, then the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $334,961 for the years 2019 through 2024. Royalty recorded in relation to this agreement totaled $41,251 and $13,833 for the three months ended June 30, 2021 and 2020, respectively and $54,955 and $27,926 for the six months ended June 30 , 2021 and 2020, respectively.

On June 9, 2020, the Company entered into an advertising and marketing agreement with Figment Design. The term of the agreement is for one year, and thereafter renew or cancel the agreement in writing 60 days before the final date. The Company will continue to be billed $8,840 per month through the expiration date of July 2021. The Company terminated the agreement with Figment Design effective July 31, 2021.

On August 1, 2020, BLU3 entered into a marketing agreement with This Way Media PTY, Ltd. The term of this agreement is for 11 months and can be cancelled with 30 days’ notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days’ notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale. This agreement expired on July 1, 2021. BLU3, Inc. is currently in negotiation to renew this agreement.

On November 5, 2020, the Company and Christopher H. Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable shall serve as Chief Executive Officer of the Company. Previously, Mr. Constable had provided advisory services to the Company through the agreement with Brandywine LLC. In consideration for his services, Mr. Constable shall receive (i) an annual base salary of $200,000, payable in accordance with the customary payroll practices of the Company, and (ii) issuable upon execution of the Employment Agreement and on each anniversary of the date of the agreement during the term, 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. Therefore, the Executive shall receive an initial stock option grant to purchase 5,434,783 shares of the Corporation’s common stock at an exercise price of $0.0184 per share pursuant to an option award agreement.

In 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 amounts listed below 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; (ii) 3,000,000 shares - if the Company’s Net Revenues are in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters; (iii) 5,000,000 shares - if the Company’s 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.

On 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 Partners.

Legal

The Company is a defendant in that certain lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida. The complaint, which relates to consulting services provided to the Company by the deceased between 2005 and 2017, alleges breach of contract and quantum meruit and is seeking $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.

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Segment Reporting

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Reporting

Note 8. Segment Reporting

The Company has three operating segments as described below:

1.	Legacy SSA Products, which sells recreational hookah diving systems.
2.	High Pressure Gas Systems, which sells high pressure air and industrial gas compressor packages.
3.	Ultra Portable Tankless Dive Systems, which sells next generation electric surface supply air diving systems and electric shallow dive system that are battery operated and completely portable to the user.

	Three Months Ended June 30 (unaudited)
	Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Total Company
	2021			2020			2021			2020			2021			2020			2021			2020
Net Revenues	$	976,973		$	626,389		$	207,565		$	75,170		$	528,380		$	618,969		$	1,712,918		$	1,320,528
Cost of Revenue	$	(668,246	)		(310,595	)		(113,499	)		(35,487	)		(333,864	)		(477,655	)		(1,115,609	)		(823,737	)
Gross Profit		308,727			315,794			94,066			39,683			194,516			141,314			597,309			496,791
Depreciation		4,748			2,039			-			-			2,418			4,837			7,166			6,876
Income (loss) from Operations	$	(314,279	)	$	(408,031	)	$	40,224		$	534		$	26,445		$	(170	)	$	(247,610	)	$	(407,667	)

	Six months ended June 30 (unaudited)
		Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Total Company
		2021			2020			2021			2020			2021			2020			2021			2020
Net Revenues		$	1,443,016		$	920,507		$	357,693		$	273,386		$	862,978		$	761,424		$	2,663,687		$	1,955,317
Cost of Revenue			(1,038,072	)		(538,782	)		(194,677	)		(185,287	)		(522,657	)		(631,564	)		(1,755,406	)		(1,355,633	)
Gross Profit			404,944			381,725			163,016			88,099			340,321			129,860			908,281			599,684
Depreciation			8,560			3,155			-			-			4,836			7,254			13,396			10,409
Income (loss) from operations		$	(758,430	)	$	(614,687	)	$	49,590		$	(2,237	)	$	14,060		$	(81,521	)		(694,780	)	$	(698,445	)
Total Assets		$	1,529,702		$	1,433,698		$	302,088		$	187,371		$	673,255		$	632,123			2,505,045		$	2,253,192

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Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 9. Subsequent Events

On July 30, 2021, the Company entered into a binding term sheet (the “Term Sheet”) with Submersible Systems, LLC, a Florida limited liability corporation (“Submersible”), and Tierra Vista Group, LLC and Summit Holdings V, LLC (Tierra Vista Group and Summit Holdings V, collectively, the “Sellers”), the owners of all of the membership interests of Submersible (the “Membership Interests”). Pursuant to the terms of the Term Sheet, the Company will acquire all of the Membership Interests from the Sellers for an aggregate purchase price of $1,750,000 (the “Purchase Price”), to be paid to the Sellers at closing: (i) by the issuance to the Sellers of three-year convertible promissory notes (each, a “Note”) in the aggregate principal amount of $350,000, at an interest rate of 8% per annum, with each Seller to receive a Note in the principal amount pro rata with the number of Membership Interests such Seller owns of Submersible, and (ii) by the issuance to the Sellers of an aggregate of $1,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, such number of Shares to be calculated based on the volume weighted average price of a share of the Company’s Common Stock on the OTC Markets (“VWAP”) for (a) 180 days prior to the date of the Term Sheet, or (b) 180 days prior to the closing date of the transaction, whichever results in a lower VWAP, with each Seller receiving a pro rata portion of the Shares based upon the total number of Membership Interests held by such Seller. The closing and consummation of the transactions contemplated by the Term Sheet are to occur no later than August 31, 2021, and are subject to certain closing conditions and deliveries, including an agreement containing typical representations and warranties by the parties of a transaction of this nature. There are no assurances the transactions will be completed.

On July 12, 2021, the Company entered into a settlement agreement related to the lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida. (see Note 7)

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2020 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our 2020 10-K for a broader discussion of our business and the risks inherent in such business.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of BWMG and its wholly owned subsidiaries, Trebor, BHP and BLU3. All significant intercompany transactions and balances have been eliminated in consolidation.

Cash and cash equivalents

Cash and cash equivalents

Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

Accounts receivable

Accounts receivable

Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts is estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $45,426 and $16,872 at June 30, 2021 and December 31, 2020, respectively.

Inventory

Inventory

Inventory consists of the raw material, parts that make up the items that we manufacture, and finished goods. For the year ended December 31, 2020, the Company recorded reserves for obsolete or slow-moving inventory of approximately $227,657. No additional reserve for obsolete or slow-moving inventory during the six months ended June 30, 2021.

	June 30, 2021 (unaudited)		December 31, 2020
Raw materials	$	508,094	$	408,841
Finished goods		476,637		454,950
Inventory, net	$	984,731	$	863,791

Revenue Recognition

Revenue Recognition

We account for revenues in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive.

We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped.

Lease Accounting

Lease Accounting

We account for leases in accordance with ASC 842, “Leases”. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations.

We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of June 30, 2021. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease.

Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

For the three and six months ended June 30, 2021 the lease expenses were approximately $32,900 and $65,700, respectively, and approximately $43,000 and $78,000 for the three and six months ended June 30, 2020, respectively. Cash paid for operating liabilities for the six months ended June 30, 2021 was approximately $65,400 and approximately $64,000 for the six months ended June 30, 2020.

Supplemental balance sheet information related to leases was as follows:

Operating Leases	June 30, 2021
Right-of-use assets	$	395,400
Current lease liabilities	$	112,771
Non-current lease liabilities		282,629
Total lease liabilities	$	395,400

Stock-Based Compensation

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee are required to provide service in exchange for the award, usually the vesting period.

Loss per common share

Loss per common share

Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At June 30, 2021 and June 30, 2020, 205,855,020 and 202,389,986, respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock.

Recent accounting pronouncements

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Schedule of Inventory

	June 30, 2021 (unaudited)		December 31, 2020
Raw materials	$	508,094	$	408,841
Finished goods		476,637		454,950
Inventory, net	$	984,731	$	863,791

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases was as follows:

Operating Leases	June 30, 2021
Right-of-use assets	$	395,400
Current lease liabilities	$	112,771
Non-current lease liabilities		282,629
Total lease liabilities	$	395,400

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Convertible Debentures and Notes Payable (Tables)

6 Months Ended

Jun. 30, 2021

Short-term Debt [Line Items]

Schedule of Convertible Debentures

Convertible debentures consisted of the following at June 30, 2021:

Origination Date	Maturity Date	Interest Rate			Origination Principal Balance		Original Discount Balance			Period End Principal Balance		Period End Discount Balance		Period End Balance, Net		Accrued Interest Balance		Reg.
8/31/11	8/31/13		5	%		10,000		(4,286	)		-		-		-		-		(1	)
12/01/17	12/31/21		6	%		50,000		(12,500	)		-		-		-		-		(2	)
12/05/17	12/31/21		6	%		50,000		(12,500	)		50,000		-		50,000		9,331		(3	)
										$	50,000	$	—	$	50,000	$	9,331

(1)

The Company borrowed $10,000 in exchange for a convertible debenture (the “Hoboken Convertible Note”). The holder at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. On February 22, 2021, this note and accrued interest of $4,777 were converted by the holder for 422,209 shares of common stock in accordance with the terms of the note.

(2)

On December 1, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. On June 10, 2021, this note and accrued interest of $10,554 were converted by the holder for 6,055,358 shares of common stock in accordance with the terms of the note.

(3)

On December 5, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2021.

Marlin Note [Member]

Short-term Debt [Line Items]

Schedule of Future Amortization of Loans Payable

	Payment Amortization
2021 (6 months remaining)		16,918
2022		27,095
Total Loan Payments	$	44,013
Current portion of Loan payable		(34,745	)
Non-Current Portion of Loan Payable	$	9,268

Mercedes Benz Note [Member]

Short-term Debt [Line Items]

Schedule of Future Amortization of Loans Payable

	Payment Amortization
2021 (6 months remaining)	$	5,584
2022	$	11,168
2023	$	11,168
2024	$	11,168
2025 and thereafter	$	8,068
Total note payments	$	47,156
Current portion of note payable	$	(11,168	)
Non-Current Portion of notes payable	$	35,988

Navitas Note [Member]

Short-term Debt [Line Items]

Schedule of Future Amortization of Loans Payable

	Payment Amortization
2021 (6 months remaining)		8,070
2022		17,464
2023		10,487
Total Note Payments	$	36,021
Current portion of Note payable		(19,335	)
Non-Current Portion of Note Payable	$	16,686

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Shareholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of Equity Compensation Plan Information

Equity Compensation Plan Information as of June 30, 2021:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted – average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans Approved by Security Holders		1,125,000	$	.036		23,875,000
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		1,125,000	$	.036		23,875,000

Schedule of Option Activity

A summary of the Company’s outstanding stock options as of December 31, 2020, and changes during the six months ended June 30, 2021 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding - December 31, 2020		199,730,020	$	0.0323		2.84	$	168,892
Granted		1,125,000		0.0360
Forfeited		-		-
Exercised		-		-
Outstanding – June 30, 2021 (unaudited)		200,855,020	$	0.0351		2.35
Exercisable - June 30, 2021 (unaudited)		69,870,645	$	0.0280		2.65	$	909,994

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

	Three Months Ended June 30 (unaudited)
	Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Total Company
	2021			2020			2021			2020			2021			2020			2021			2020
Net Revenues	$	976,973		$	626,389		$	207,565		$	75,170		$	528,380		$	618,969		$	1,712,918		$	1,320,528
Cost of Revenue	$	(668,246	)		(310,595	)		(113,499	)		(35,487	)		(333,864	)		(477,655	)		(1,115,609	)		(823,737	)
Gross Profit		308,727			315,794			94,066			39,683			194,516			141,314			597,309			496,791
Depreciation		4,748			2,039			-			-			2,418			4,837			7,166			6,876
Income (loss) from Operations	$	(314,279	)	$	(408,031	)	$	40,224		$	534		$	26,445		$	(170	)	$	(247,610	)	$	(407,667	)

	Six months ended June 30 (unaudited)
		Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Total Company
		2021			2020			2021			2020			2021			2020			2021			2020
Net Revenues		$	1,443,016		$	920,507		$	357,693		$	273,386		$	862,978		$	761,424		$	2,663,687		$	1,955,317
Cost of Revenue			(1,038,072	)		(538,782	)		(194,677	)		(185,287	)		(522,657	)		(631,564	)		(1,755,406	)		(1,355,633	)
Gross Profit			404,944			381,725			163,016			88,099			340,321			129,860			908,281			599,684
Depreciation			8,560			3,155			-			-			4,836			7,254			13,396			10,409
Income (loss) from operations		$	(758,430	)	$	(614,687	)	$	49,590		$	(2,237	)	$	14,060		$	(81,521	)		(694,780	)	$	(698,445	)
Total Assets		$	1,529,702		$	1,433,698		$	302,088		$	187,371		$	673,255		$	632,123			2,505,045		$	2,253,192

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Schedule of Inventory (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Raw materials	$ 508,094	$ 408,841
Finished goods	476,637	454,950
Inventory, net	$ 984,731	$ 863,791

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Schedule of Supplemental Balance Sheet Information (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Right-of-use assets	$ 395,400	$ 446,981
Current lease liabilities	112,771	107,691
Non-current lease liabilities	282,629	$ 339,290
Total lease liabilities	$ 395,400

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Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 45,426		$ 45,426		$ 16,872
Inventory Valuation Reserves	0		0		$ 227,657
Operating Lease, Expense	$ 32,900	$ 43,000	65,700	$ 78,000
Operating Lease, Payments			$ 65,400	$ 64,000
Potentially dilutive shares			205,855,020	202,389,986

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Going Concern (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 89,805	$ 440,981	$ 414,042	$ 530,786	$ 710,735
Non cash stock related compensation				(475,875)
Accumulated deficit	13,486,923			13,486,923		$ 12,956,137
Working capital surplus	$ 798,138			$ 798,138

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Related Party Transactions (Details Narrative) - USD ($)			3 Months Ended				6 Months Ended
	Mar. 25, 2021	Apr. 14, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Ceded Credit Risk [Line Items]
Accounts receivable from related parties			$ 153,214				$ 153,214		$ 44,323
Accounts Payable, Related Parties, Current			94,573				$ 94,573		102,360
Royalties percentage							2.50%
Royalty expense			28,013		$ 17,916		$ 39,606	$ 22,766
Accrued royalties			22,510				22,510
Stock issued during period, value				$ 275,000	$ 500,000	$ 45,000
Carmichael Option Agreement [Member]
Ceded Credit Risk [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares		75,000,000
Brownie's Global Logistics, LLC [Member]
Ceded Credit Risk [Line Items]
Accounts Payable, Related Parties, Current			79,934				79,934		97,360
Robert Carmichael [Member]
Ceded Credit Risk [Line Items]
Accounts receivable from related parties			23,431				23,431		23,321
Accounts Payable, Related Parties, Current			5,000				5,000		$ 5,000
940 Associates [Member]
Ceded Credit Risk [Line Items]
Accounts Payable, Related Parties, Current			$ 9,639				$ 9,639
Mr. Charles F. Hyatt [Member]
Ceded Credit Risk [Line Items]
Stock issued during period, shares	27,500,000
Stock issued during period, value	$ 275,000
Mr.Carmichael [Member] | Carmichael Option Agreement [Member]
Ceded Credit Risk [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares							25,000,000
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Other Customer [Member]
Ceded Credit Risk [Line Items]
Concentration risk, percentage			15.10%		14.90%		20.90%	18.10%

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Schedule of Convertible Debentures (Details) - USD ($)		6 Months Ended
		Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Period End Principal Balance		$ 50,000
Period End Discount Balance
Period End Balance, Net		50,000	$ 110,000
Accrued Interest Balance		$ 9,331
Convertible Debenture One [Member]
Debt Instrument [Line Items]
Origination Date	[1]	Aug. 31, 2011
Maturity Date	[1]	Aug. 31, 2013
Interest Rate	[1]	5.00%
Origination Principal Balance	[1]	$ 10,000
Origination Discount Balance	[1]	(4,286)
Period End Principal Balance	[1]
Period End Discount Balance	[1]
Period End Balance, Net	[1]
Accrued Interest Balance	[1]
Convertible Debenture Two [Member]
Debt Instrument [Line Items]
Origination Date	[2]	Dec. 01, 2017
Maturity Date	[2]	Dec. 31, 2021
Interest Rate	[2]	6.00%
Origination Principal Balance	[2]	$ 50,000
Origination Discount Balance	[2]	(12,500)
Period End Principal Balance	[2]
Period End Discount Balance	[2]
Period End Balance, Net	[2]
Accrued Interest Balance	[2]
Convertible Debenture Three [Member]
Debt Instrument [Line Items]
Origination Date	[3]	Dec. 05, 2017
Maturity Date	[3]	Dec. 31, 2021
Interest Rate	[3]	6.00%
Origination Principal Balance	[3]	$ 50,000
Origination Discount Balance	[3]	(12,500)
Period End Principal Balance	[3]	50,000
Period End Discount Balance	[3]
Period End Balance, Net	[3]	50,000
Accrued Interest Balance	[3]	$ 9,331

[1] The Company borrowed $10,000 in exchange for a convertible debenture (the “Hoboken Convertible Note”). The holder at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. On February 22, 2021, this note and accrued interest of $4,777 were converted by the holder for 422,209 shares of common stock in accordance with the terms of the note.

[2] On December 1, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

[3] On December 5, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

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Schedule of Convertible Debentures (Details) (Parenthetical)						3 Months Ended		6 Months Ended
		Jun. 10, 2021 USD ($)	Feb. 22, 2021 USD ($) shares	Dec. 05, 2017 USD ($) $ / shares	Dec. 01, 2017 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) Integer	Jun. 30, 2020 USD ($)
Debt Instrument [Line Items]
Accrued interest						$ 9,331		$ 9,331
Loss on extinguishment of debt								10,000
Convertible Debenture One [Member]
Debt Instrument [Line Items]
Convertible debenture						$ 10,000		$ 10,000
Discount rate						30.00%		30.00%
Trading days | Integer								5
Beneficial conversion feature								$ 4,286
Accrued interest	[1]
Interest rate	[1]					5.00%		5.00%
Debt maturity date	[1]							Aug. 31, 2013
Convertible Debenture One [Member] | Noteholder [Member]
Debt Instrument [Line Items]
Accrued interest			$ 4,777
Debt instrument conversion shares | shares			422,209
Convertible Debenture Two [Member]
Debt Instrument [Line Items]
Accrued interest	[2]
Interest rate	[2]					6.00%		6.00%
Debt maturity date	[2]							Dec. 31, 2021
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Beneficial conversion feature		$ 6,055,358
Accrued interest		$ 10,554
Principal amount					$ 50,000
Interest rate					6.00%
Debt maturity date					Dec. 01, 2018			Dec. 31, 2019
Maximum conversion of common stock, percentage					9.99%
Loss on extinguishment of debt					$ 32,000
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member]
Debt Instrument [Line Items]
Debt conversion price per share | $ / shares					$ 0.02
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member]
Debt Instrument [Line Items]
Debt conversion price per share | $ / shares					$ 0.125
Convertible Debenture Three [Member]
Debt Instrument [Line Items]
Accrued interest	[3]					$ 9,331		$ 9,331
Interest rate	[3]					6.00%		6.00%
Debt maturity date	[3]							Dec. 31, 2021
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount				$ 50,000
Interest rate				6.00%
Debt maturity date				Dec. 04, 2018				Dec. 31, 2021
Debt conversion price per share | $ / shares				$ 0.01
Maximum conversion of common stock, percentage				999.00%
Loss on extinguishment of debt				$ 99,000
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member]
Debt Instrument [Line Items]
Debt conversion price per share | $ / shares				$ 0.02
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member]
Debt Instrument [Line Items]
Debt conversion price per share | $ / shares				$ 0.125

[1] The Company borrowed $10,000 in exchange for a convertible debenture (the “Hoboken Convertible Note”). The holder at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. On February 22, 2021, this note and accrued interest of $4,777 were converted by the holder for 422,209 shares of common stock in accordance with the terms of the note.

[2] On December 1, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

[3] On December 5, 2017, the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael.

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Schedule of Future Amortization of Loans Payable (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Current portion of Note payable	$ (65,248)	$ (151,006)
Non-Current Portion of Note Payable	61,942	$ 120,782
Marlin Note [Member]
Short-term Debt [Line Items]
2021 (6 months remaining)	16,918
2022	27,095
Total Note Payments	44,013
Current portion of Note payable	(34,745)
Non-Current Portion of Note Payable	9,268
Mercedes Benz Note [Member]
Short-term Debt [Line Items]
2021 (6 months remaining)	5,584
2022	11,168
2023	11,168
2024	11,168
2025 and thereafter	8,068
Total Note Payments	47,156
Current portion of Note payable	(11,168)
Non-Current Portion of Note Payable	35,988
Navitas Note [Member]
Short-term Debt [Line Items]
2021 (6 months remaining)	8,070
2022	17,464
2023	10,487
Total Note Payments	36,021
Current portion of Note payable	(19,335)
Non-Current Portion of Note Payable	$ 16,686

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Convertible Debentures and Notes Payable (Details Narrative) - USD ($)					6 Months Ended
	May 19, 2021	Aug. 21, 2020	May 12, 2020	Sep. 30, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Oct. 15, 2016	Jul. 01, 2013
Short-term Debt [Line Items]
Repayments of notes payable					$ 25,000	$ 30,000
SBA Loan [Member] | Paycheck Protection Program [Member]
Short-term Debt [Line Items]
Debt Instrument, Term			7 months
Debt Instrument, Periodic Payment			$ 8,983
Loan balance					0		$ 159,600
Unsecured loan			$ 159,600
Hoboken Street Association [Member]
Short-term Debt [Line Items]
Notes payable					0		10,000	$ 10,000
Marlin Capital Solutions [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount				$ 96,725
Debt Instrument, Term				36 months
Debt Instrument, Periodic Payment				$ 3,144
Loan balance					44,013
Mercedes Benz [Member] | Installment Agreement [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount		$ 55,841
Debt Instrument, Term		60 months
Debt Instrument, Periodic Payment		$ 931
Loan balance					$ 47,156
Debt instrument, interest rate					0.00%
Debt Instrument, Maturity Date		Oct. 05, 2020
Navitas Credit Corp [Member] | Installment Agreement [Member]
Short-term Debt [Line Items]
Debt Instrument, Face Amount	$ 79,309
Debt Instrument, Term	60 months
Debt Instrument, Periodic Payment	$ 1,611
Loan balance					$ 36,021
[custom:DownPaymentOfEquipmentPurchase]					37,098
Mr. Tom Gonzales [Member]
Short-term Debt [Line Items]
Notes payable					15,000		$ 40,000		$ 200,000
Repayments of notes payable					$ 25,000

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Schedule of Equity Compensation Plan Information (Details)	Jun. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	1,125,000
Weighted average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.036
Number of securities remaining available for future issuances under equity compensation plans	23,875,000
Equity Compensation Approved Plan [Member] | Security Holders [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	1,125,000
Weighted average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.036
Number of securities remaining available for future issuances under equity compensation plans	23,875,000
Equity Compensation Not Approved Plan [Member] | Security Holders [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted average exercise price of outstanding options, warrants and rights | $ / shares
Number of securities remaining available for future issuances under equity compensation plans

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Schedule of Option Activity (Details)	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Equity [Abstract]
Number of Options, Options Outstanding, Beginning balance | shares	199,730,020
Weighted Average Exercise Price, Options Outstanding, Beginning balance | $ / shares	$ 0.0323
Weighted Average Remaining Contractual Life in Years, Outstanding, Beginning balance	2 years 10 months 2 days
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $	$ 168,892
Number of Options, Granted | shares	1,125,000
Weighted Average Exercise Price, Granted | $ / shares	$ 0.0360
Number of Options, Forfeited | shares
Weighted Average Exercise Price, Forfeited | $ / shares
Number of Options, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Number of Options, Options Outstanding, Ending balance | shares	200,855,020
Weighted Average Exercise Price, Options Outstanding, Ending balance | $ / shares	$ 0.0351
Weighted Average Remaining Contractual Life in Years, Outstanding, Ending balance	2 years 4 months 6 days
Number of Options, Options Exercisable | shares	69,870,645
Weighted Average Exercise Price, Options Exercisable | $ / shares	$ 0.0280
Weighted Average Remaining Contractual Life in Years, Exercisable	2 years 7 months 24 days
Aggregate Intrinsic Value, Exercisable | $	$ 909,994

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Shareholders’ Equity (Details Narrative) - USD ($)													1 Months Ended	3 Months Ended				6 Months Ended	12 Months Ended
	Jun. 14, 2021	Jun. 10, 2021	May 26, 2021	Mar. 25, 2021	Mar. 01, 2021	Feb. 25, 2021	Feb. 22, 2021	Nov. 05, 2020	Apr. 14, 2020	Jan. 11, 2020	Jan. 06, 2020	Jul. 29, 2019	Apr. 30, 2011	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2010
Class of Stock [Line Items]
Shares issued for conversion of convertible debentures and accrued interest, shares		6,055,358					422,209
Shares issued for conversion of convertible debentures and accrued interest		$ 60,554					$ 14,777							$ 60,554	$ 14,777
Common stock issued for services															125,000	$ 222,500
Number of shares issued, value															$ 275,000	$ 500,000	$ 45,000
Preferred stock, shares authorized																			10,000,000	10,000,000
Preferred stock, share designated																			425,000
Share-based compensation arrangement by share-based payment award, options, outstanding, number														200,855,020				200,855,020	199,730,020
Share based payment arrangement stock options exercisable														$ 0.0351				$ 0.0351	$ 0.0323
Share based payment arrangement stock option granted term																		2 years 4 months 6 days
Share-based compensation arrangement by share-based payment award, options, grants in period, gross																		1,125,000
Options exercisable price														$ 0.0280				$ 0.0280
Carmichael Option [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number														4,370,109				4,370,109
Risk free interest rate																		0.26%
Expected life																		1 year 6 months
Dividend yield																		0.00%
Expected volatility																		320.00%
Options to vest shares of common stock																		25,000,000
Stock option expense																		$ 437,011
Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, grants in period, gross									125,000,000
Options exercisable price									$ 0.045
Options to vest shares of common stock									75,000,000
Net revenue description									the right to purchase 25,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the “Net Revenue Period”)
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option [Member]
Class of Stock [Line Items]
Options to vest shares of common stock									50,000,000
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option One [Member]
Class of Stock [Line Items]
Options to vest shares of common stock									25,000,000
Share-based compensation arrangement by share-based payment award, options, grants in period, gross, value									$ 3,500,000
Carmichael Option Agreement [Member] | Debt Instrument Convertible Origination Discount Balance
Class of Stock [Line Items]
Options to vest shares of common stock									25,000,000
Share-based compensation arrangement by share-based payment award, options, grants in period, gross, value									$ 7,000,000
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option Three [Member]
Class of Stock [Line Items]
Options to vest shares of common stock									25,000,000
Share-based compensation arrangement by share-based payment award, options, grants in period, gross, value									$ 10,500,000
Constable Option Agreement [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number								5,434,783
Share based payment arrangement stock options exercisable								$ 0.0184
Share based payment arrangement stock option granted term								5 years
Vested fair value								$ 106,199
Risk free interest rate								0.16%
Expected life								2 years 6 months
Dividend yield								0.00%
Expected volatility								341.00%
Constable Option Agreement [Member] | Net Revenue Portion of the Option [Member]
Class of Stock [Line Items]
Options to vest shares of common stock																			20,000,000
Constable Option Agreement [Member] | Bonus Option [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, grants in period, gross																			30,000,000
Options exercisable price														$ 0.0184				$ 0.0184
Options to vest shares of common stock																			10,000,000
Constable Option Agreement [Member] | Net Revenue Period [Member]
Class of Stock [Line Items]
Options to vest shares of common stock																		2,000,000
Proceeds from acquisition																		$ 5,000,000
Constable Option Agreement [Member] | Net Revenue Period [Member] | Additional Shares [Member]
Class of Stock [Line Items]
Options to vest shares of common stock																		3,000,000
Proceeds from acquisition																		$ 7,500,000
Constable Option Agreement [Member] | Net Revenue Period [Member] | Additional Shares [Member]
Class of Stock [Line Items]
Options to vest shares of common stock																		5,000,000
Proceeds from acquisition																		$ 10,000,000
Bonus Option [Member]
Class of Stock [Line Items]
Vested fair value																		$ 578,082
Risk free interest rate																		0.14%
Expected life																		2 years
Dividend yield																		0.00%
Expected volatility																		312.20%
Stock option expense																		$ 34,067
Vesting rights percentage																		5.80%
Stock options grant agreement [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number	1,125,000
Share based payment arrangement stock options exercisable	$ 0.036
Share based payment arrangement stock option granted term	4 years
Vested fair value	$ 38,369
Risk free interest rate	0.21%
Expected life	2 years
Dividend yield	0.00%
Expected volatility	304.77%
Stock option expense																		$ 4,797
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	2 years
Vesting rights percentage	12.50%
Jeffrey Guzy [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number											2,000,000
Share based payment arrangement stock options exercisable											$ 0.0229
Share based payment arrangement stock option granted term											3 years
Vested fair value											$ 40,107
Risk free interest rate											1.55%
Expected life											1 year 6 months
Dividend yield											0.00%
Expected volatility											250.00%
BizLaunch Advisors, LLC [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number										2,000,000
Share based payment arrangement stock options exercisable										$ 0.0229
Vested fair value										$ 40,097
Risk free interest rate										1.54%
Expected life										1 year 6 months
Dividend yield										0.00%
Expected volatility										250.00%
Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of shares issued, shares			25,000,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, share designated													425,000
Conversion price per share													$ 18.23
Preferred stock, voting rights													Series A Convertible Preferred Stock are entitled to 250 votes for each share held
Consultant [Member]
Class of Stock [Line Items]
Number of shares issued, shares						116,279
Number of shares issued, value						$ 5,000
Consultant [Member] | Investor Relation Services [Member]
Class of Stock [Line Items]
Common stock issued for services, shares					3,000,000
Common stock issued for services					$ 120,000
Mr. Charles F. Hyatt [Member]
Class of Stock [Line Items]
Number of shares issued, shares				27,500,000
Number of shares issued, value				$ 275,000
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, share designated														425,000				425,000
Blake Carmichael [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number												10,380,952
Share based payment arrangement stock options exercisable												$ 0.018
Share based payment arrangement stock option granted term												5 years
Vested fair value												$ 43,575
Risk free interest rate												2.10%
Expected life												5 years
Dividend yield												0.00%
Expected volatility												172.00%
Mr.Carmichael [Member]
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number												20,761,904
Share based payment arrangement stock options exercisable												$ 0.018
Share based payment arrangement stock option granted term												5 years
Vested fair value												$ 87,147
Risk free interest rate												2.01%
Expected life												5 years
Dividend yield												0.00%
Expected volatility												172.00%
Mr.Carmichael [Member] | Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Options to vest shares of common stock																		25,000,000
Mr.Carmichael [Member] | Constable Option Agreement [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period																		4 years

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Commitments and contingencies (Details Narrative)										3 Months Ended					6 Months Ended
	Jul. 12, 2021 USD ($)	Mar. 01, 2021 USD ($) shares	Nov. 05, 2020 USD ($) $ / shares shares	Aug. 01, 2020	Jun. 30, 2020 USD ($)	Jun. 09, 2020 USD ($)	Nov. 11, 2018 USD ($) ft²	Dec. 01, 2016 USD ($)	Aug. 14, 2014 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 shares	Jun. 30, 2020 USD ($) shares	Mar. 31, 2020 shares	Dec. 31, 2019 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Dec. 31, 2020 shares
Entity Listings [Line Items]
Lease term							69 months	84 months	37 months
Payment of security deposit									$ 5,367
Operating leases, rent expense, minimum rentals							$ 4,848	$ 4,626	$ 4,000
Percentage of annual operating expenses							10.11%		10.76%
Operating leases, rent expense							$ 1,679		$ 2,000
Operating lease expiration date								Sep. 30, 2024
Rent increased percentage							3.00%	3.00%
Area of land | ft²							8,025
Security deposit							$ 6,527
Royalty Increased Percentage														2.15%
Share-based compensation arrangement by share-based payment award, options, outstanding, number | shares										200,855,020					200,855,020		199,730,020
Options exercisable price | $ / shares										$ 0.0280					$ 0.0280
Unpaid consulting fees															$ 15,870
Subsequent Event [Member]
Entity Listings [Line Items]
Legal settlement amount	$ 10,000
Common Stock [Member]
Entity Listings [Line Items]
Number of shares issued, shares | shares											27,500,000	20,000,000	2,647,065
August 2020 to July 2021 [Member]
Entity Listings [Line Items]
Billed amount						$ 8,840
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member]
Entity Listings [Line Items]
Minimum royalty														$ 15,000		$ 60,000
Payments for Royalties										$ 41,251		$ 13,833			$ 54,955	$ 27,926
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2024 [Member]
Entity Listings [Line Items]
Increases in minimum royalty					$ 60,000
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | December 31, 2023 [Member]
Entity Listings [Line Items]
Obligation to pay royalty					180,000
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Years 2019 Through 2024 [Member]
Entity Listings [Line Items]
Obligation to pay royalty					$ 334,961
Marketing Agreement [Member] | BLU3 [Member]
Entity Listings [Line Items]
Agreement description				The term of this agreement is for 11 months and can be cancelled with 30 days’ notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days’ notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale.
Constable Employment Agreement [Member]
Entity Listings [Line Items]
Compensation paid			$ 200,000
Stock option purchase to common stock			$ 100,000
Share-based compensation arrangement by share-based payment award, options, outstanding, number | shares			5,434,783
Options exercisable price | $ / shares			$ 0.0184
Number of shares issued, shares | shares															5,000,000
Constable Employment Agreement [Member] | Common Stock [Member]
Entity Listings [Line Items]
Number of shares issued, shares | shares															20,000,000
Constable Employment Agreement [Member] | Four Year Stock Option [Member]
Entity Listings [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number | shares										2,000,000					2,000,000
Options exercisable price | $ / shares										$ 0.0184					$ 0.0184
Stock or asset acquisition of third party															$ 5,000,000
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters One [Member]
Entity Listings [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number | shares										3,000,000					3,000,000
Aggregate value of excess of net revenue															$ 7,500,000
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters Two [Member]
Entity Listings [Line Items]
Aggregate value of excess of net revenue															$ 10,000,000
Investor Relation Consulting Agreement [Member] | BMG Equity Partners, LLC [Member]
Entity Listings [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | shares		3,000,000
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture		$ 120,000

XML

Schedule of Segment Reporting Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Revenue from External Customer [Line Items]
Net Revenues	$ 1,712,918	$ 1,320,528	$ 2,663,687	$ 1,955,317
Cost of Revenue	(1,115,609)	(823,737)	(1,755,406)	(1,355,633)
Gross Profit	597,309	496,791	908,281	599,684
Depreciation	7,166	6,876	13,396	10,409
Loss from operations	(247,610)	(407,667)	(694,780)	(698,445)
Total Assets	2,505,045	2,253,192	2,505,045	2,253,192	$ 2,073,080
Legacy SSA Products [Member]
Revenue from External Customer [Line Items]
Net Revenues	976,973	626,389	1,443,016	920,507
Cost of Revenue	(668,246)	(310,595)	(1,038,072)	(538,782)
Gross Profit	308,727	315,794	404,944	381,725
Depreciation	4,748	2,039	8,560	3,155
Loss from operations	(314,279)	(408,031)	(758,430)	(614,687)
Total Assets	1,529,702	1,433,698	1,529,702	1,433,698
High Pressure Gas Systems [Member]
Revenue from External Customer [Line Items]
Net Revenues	207,565	75,170	357,693	273,386
Cost of Revenue	(113,499)	(35,487)	(194,677)	(185,287)
Gross Profit	94,066	39,683	163,016	88,099
Depreciation
Loss from operations	40,224	534	49,590	(2,237)
Total Assets	302,088	187,371	302,088	187,371
Ultra Portable Tankless Dive Systems [Member]
Revenue from External Customer [Line Items]
Net Revenues	528,380	618,969	862,978	761,424
Cost of Revenue	(333,864)	(477,655)	(522,657)	(631,564)
Gross Profit	194,516	141,314	340,321	129,860
Depreciation	2,418	4,837	4,836	7,254
Loss from operations	26,445	(170)	14,060	(81,521)
Total Assets	$ 673,255	$ 632,123	$ 673,255	$ 632,123

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Segment Reporting (Details Narrative)	6 Months Ended
	Jun. 30, 2021 Integer
Segment Reporting [Abstract]
Number of operating segments	3

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Subsequent Events (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Jul. 30, 2021	Jul. 30, 2021	Jul. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock par value							$ 0.0001	$ 0.0001
Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, shares				27,500,000	20,000,000	2,647,065
Subsequent Event [Member] | Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Debt instrument, term	3 years
Subsequent Event [Member] | Membership Interest [Member]
Subsequent Event [Line Items]
Payment to acqiure business		$ 1,750,000
Subsequent Event [Member] | Membership Interest [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period, shares			1,400,000
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Subsequent Event [Member] | Membership Interest [Member] | Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Debt principal amount	$ 350,000	$ 350,000	$ 350,000
Debt instrument interest rate	8.00%	8.00%	8.00%