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 March 31, 2022

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	Not applicable	Not applicable

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 ☒

There were 408,880,065 shares of common stock outstanding as of May 27, 2022.

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.	24
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	30
ITEM 4.	CONTROLS AND PROCEDURES.	30
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	31
ITEM 1A.	RISK FACTORS.	31
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	31
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	32
ITEM 4.	MINE SAFETY DISCLOSURES.	32
ITEM 5.	OTHER INFORMATION.	32
ITEM 6.	EXHIBITS.	32

2

NOTE REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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.

You should read thoroughly this Quarterly Report with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by risk factors included in our Annual Report on Form 10-K filed with the SEC on April 22, 2022, which risk factors could adversely impact our business and financial performance. 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. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.

3

PART I

ITEM 1. FINANCIAL STATEMENTS

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31, 2022 (Unaudited)			December 31, 2021
ASSETS
Current Assets
Cash	$	604,274		$	643,143
Accounts receivable - net		191,438			123,270
Accounts receivable - related parties		77,140			77,301
Inventory, net		2,029,192			1,895,260
Prepaid expenses and other current assets		395,387			227,458
Total current assets		3,297,431			2,966,432
Property, equipment and leasehold improvements, net		257,215			270,065
Operating Lease Assets		397,208			454,475
Intangible Assets, Net		700,780			718,905
Goodwill		249,986			249,986
Other assets		17,831			14,098
Total assets	$	4,920,451		$	4,673,961
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities	$	871,079		$	744,383
Accounts payable - related parties		18,032			37,267
Customer deposits and unearned revenue		248,433			143,938
Other liabilities		201,580			187,924
Operating lease liabilities		208,623			232,283
Current maturities long term debt		46,867			50,402
Total current liabilities		1,594,614			1,396,197
Long term debt, net of current		80,843			87,956
Long term convertible debentures, net		340,176			339,254
Operating lease liabilities, net of current		189,134			222,899
Total liabilities		2,204,767			2,046,306
Commitments and contingent liabilities (see note 9)		-			-
Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of March 31, 2022 and December 31, 2021		425			425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 405,656,793 and 393,850,475 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.		40,566			39,386
Common stock payable; 138,941 shares and 138,941 shares, as of March 31, 2022 and December 31, 2021, respectively		14			14
Additional paid-in capital		17,661,788			17,132,434
Accumulated deficit		(14,988,696	)		(14,544,604	)
Accumulated other comprehensive income		1,587			-
Total stockholders’ equity	$	2,715,684		$	2,627,655
Total liabilities and stockholders’ equity	$	4,920,451		$	4,673,961

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

4

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE THREE MONTHS ENDED MARCH 31

(unaudited)

		2022			2021
Net revenues
Net revenues	$	1,701,564		$	746,353
Net revenues - related parties		273,405			204,416
Total net revenues		1,974,969			950,769
Cost of net revenues
Cost of net revenues		1,121,638			509,069
Cost of net revenues - related parties		121,174			105,431
Royalties expense - related parties		12,789			11,593
Royalties expense		43,608			13,704
Total cost of revenues		1,299,209			639,797
Gross profit		675,760			310,972
Operating expenses
Selling, general and administrative		1,105,739			737,035
Research and development costs		3,920			21,107
Total operating expenses		1,109,659			758,142
Loss from operations		(433,899	)		(447,170	)
Other income (expense), net
Gain on settlement of debt		-			10,000
Interest expense		(10,193	)		(3,811	)
Total other income (expense), net		(10,193	)		6,189
Loss before provision for income taxes		(444,092	)		(440,981	)
Provision for income taxes		-			-
Net loss	$	(444,092	)	$	(440,981	)
Other Comprehensive Income
Unrealized gain on foreign currency contract		1,587			-
Total Other Comprehensive income	$	1,587		$	-
Comprehensive loss	$	(442,505	)	$	(440,981	)
Basic loss per common share	$	(0.00	)	$	(0.00	)
Diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic weighted average common shares outstanding		401,483,605			309,236,042
Diluted weighted average common shares outstanding		401,483,605			309,236,042

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

5

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENS OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(Unaudited)

	Preferred Stock				Common Stock				Common Stock Payable				Additional		Accumulated Other					Total
	Shares Outstanding		Par		Shares Outstanding		Par		Shares		Amount		Paid-in Capital		Comprehensive Income		Accumulated Deficit			Stockholders’ Equity
Balance, December 31, 2021		425,000	$	425		393,850,475	$	39,386		138,941	$	14	$	17,132,434	$	-	$	(14,544,604	)		2,627,655
Shares issued for exercise of warrants		-		-		10,600,000		1,060		-		-		263,940		-		-			265,000
Shares issued for services		-		-		1,206,318		120		-		-		35,380		-		-			35,500
Stock Option Expense		-		-		-		-		-		-		230,034		-		-			230,034
Net loss		-		-		-		-		-		-		-				(444,092	)		(444,092	)
Other Comprehensive Income		-		-		-		-		-		-		-		1,587		-			1,587
Balance, March 31, 2022 (unaudited)		425,000	$	425		405,656,793	$	40,566		138,941	$	14	$	17,661,788	$	1,587	$	(14,988,696	)		2,715,684

	Preferred Stock				Common Stock				Common Stock Payable				Additional		Accumulated Other					Total
	Shares Outstanding		Par		Shares Outstanding		Par		Shares		Amount		Paid-in Capital		Comprehensive Loss		Accumulated Deficit			Stockholders’ Equity
Balance, December 31, 2020		425,000	$	425		306,185,206	$	30,620		138,941	$	14	$	13,508,882	$	-	$	(12,956,137	)	$	583,804
Shares issued for cash		-		-		27,500,000		2,750		-		-		272,250		-		-			275,000
Shares issued for services		-		-		3,116,279		312		-		-		124,688		-		-			125,000
Stock Option Expense		-		-		-		-		-		-		218,505		-		-			218,505
Shares 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

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 THREE MONTHS ENDED MARCH 31,

(unaudited)

		2022		2021
Cash flows used in operating activities:
Net loss	$	(444,092	)	(440,981	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		33,859		6,230
Amortization of debt discount		922		-
Amortization of right-of-use asset		57,267		23,867
Shares issued for services		35,500		125,000
Reserve (recovery) for bad debt		-		1,101
Stock Based Compensation - Options		230,034		218,505
Gain on Settlement of Debt		-		(10,000	)
Reserve for slow moving inventory		4,528		-
Changes in operating assets and liabilities
Change in accounts receivable, net		(68,168	)	(19,874	)
Change in accounts receivable – related parties		161		5,915
Change in inventory		(138,460	)	(94,225	)
Change in prepaid expenses and other current assets		(166,342	)	(133,709	)
Change in other assets		(3,733	)	1,501
Change in accounts payable and accrued liabilities		126,696		44,948
Change in customer deposits and unearned revenue		104,495		19,280
Change in long term lease liability		(57,425	)	(23,867	)
Change in other liabilities		13,656	)	36,200
Change in accounts payable - related parties		(19,235	)	(11,346	)
Net cash used in operating activities		(290,337	)	(251,455	)
Cash flows used in investing activities:
Purchase of fixed assets		(2,884	)	-
Net cash used in investing activities		(2,884	)	-
Cash flows from financing activities:
Proceeds from issuance of common stock		-		275,000
Proceeds from exercise of Warrants		265,000		-
Repayment on notes payable		-		(15,000	)
Repayment of debt		(10,648	)	(9,832	)
Net cash provided by financing activities		254,352		250,168
Net change in cash		(38,869	)	(1,287	)
Cash, beginning balance		643,143		345,187
Cash, end of period	$	604,274		343,900
Supplemental disclosures of cash flow information:
Cash Paid for Interest	$	3,454		7,088
Cash Paid for Income Taxes	$	-		-

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

7

Note 1. Company Overview

Brownie’s Marine Group, Inc. (the “Company”)(1) designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation, incorporated in 1981 (“Trebor” or “BTL”), (2) 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 incorporated in 2017 (“BHP”) and doing business as LW Americas (“LWA”) and (3) develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”). On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation incorporated in 2017, and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company.

Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.

On February 13, 2022 the Company filed with the Florida Department of State, the articles of incorporation for a new wholly owned subsidiary, Live Blue, Inc. (“LBI”). LBI was established to enter into a guided tour business model that will utilize the technology developed by BLU3 to provide new users and interested divers a guided tour experience. There was no activity in this subsidiary for the three months ended March 31, 2022.

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, 2021 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 Annual Report on Form 10-K for the year ended December 31, 2021 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 the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per EIN. At March 31, 2022 and December 31, 2021, the Company had approximately $118,292 and $205,500, respectively in excess of the FDIC insured limit.

Foreign Currency Forward Contracts

We use foreign currency forward contracts to hedge specific forecasted transactions denominated in foreign currencies, manage exchange rate volatility in the translation of foreign earnings, and reduce exposures to foreign currency fluctuations of certain assets and liabilities denominated in foreign currencies.

The foreign currency forward hedging contracts outstanding as of March 31, 2022 have settlement dates within 6 months. The spot rate components of these foreign currency forward contracts are designated as cash flow hedges and any unrealized gains or losses are reported in other comprehensive income and reclassified to the Consolidated Statement of Income in the same periods during which the underlying hedged transactions affect earnings. If a hedging relationship is terminated with respect to a foreign currency forward contract, accumulated gains or losses associated with the contract remain in OCI until the hedged forecasted transaction occurs and are reclassified to operations in the same periods during which the underlying hedged transactions affect earnings.

Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021:

	Notional Amount
Foreign Currency	March 31, 2022 (unaudited)		December 31, 2021
Euro	$	223,970		-
Total	$	223,970	$	-

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 $46,555 and $46,555 at March 31, 2022 and December 31, 2021, respectively.

Inventory

Inventory consists of the following:

	March 31, 2022 (unaudited)		December 31, 2021
In-Transit inventory	$	8,300	$	130,000
Raw materials		1,029,901		1,144,190
Work in process		95,334		99,958
Finished goods		895,657		521,212
Inventory, net	$	2,029,192	$	1,895,260

8

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 March 31, 2022. 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 months ended March 31, 2022 the lease expenses were approximately $64,200, and approximately $32,800 for the three months ended March 31, 2022 and 2021, respectively. Cash paid for operating liabilities for the three months ended March 31, 2022 was approximately $64,400 and $32,700 for the three months ended March 31, 2021.

Supplemental balance sheet information related to leases was as follows:

Operating Leases	March 31, 2022 (unaudited)
Right-of-use assets	$	397,208
Current lease liabilities	$	208,623
Non-current lease liabilities		189,134
Total lease liabilities	$	397,757

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.

9

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 March 31, 2022 and March 31, 2021, 244,052,947 and 209,753,340, 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

ASU 2019-12 Income Taxes (Topic 740)

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures.

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 three months ended March 31, 2022, the Company incurred a net loss of $444,092 of which $265,534 is non-cash stock related compensation and shares issued for service. At March 31, 2022, the Company had an accumulated deficit of $14,988,696. Despite a working capital surplus of approximately $1,702,817 at March 31, 2022, 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.

Note 4. Related Party Transactions

The Company sells products to Brownies Southport Divers, Brownies Yacht Toys and Brownies Palm Beach Divers, companies owned by the brother of Robert 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 13.8% and 21.2% of the net revenues for the three months ended March 31, 2022 and March 31, 2021, respectively. Accounts receivable from these entities totaled $75,066 and $75,792, at March 31, 2022 and December 31, 2021, respectively.

The Company sells products to BGL and 940 A, entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totaled $2,074 and $1,509 at March 31, 2022 and December 31, 2021, respectively.

The Company had accounts payable to related parties of $18,032 and $37,267 at March 31, 2022 and December 31, 2021, respectively. The balance payable at March 31, 2022 is comprised of $5,000 due to Robert Carmichael, and $13,032 to BGL. At December 31, 2021 this account was comprised of $5,000 due to Robert Carmichael, and $32,267 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 agreements. The agreements provide that the Company pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the three months ended March 31, 2022 and 2021 were $12,789 and $11,593, respectively. The accrued royalty for March 31, 2022 was approximately $7,700 and is included in other liabilities.

10

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

Note 5. Convertible Promissory Notes and Notes Payable

Convertible Promissory Notes

Convertible promissory notes consisted of the following at March 31, 2022:

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.
12/01/17	12/31/21		6	%		50,000		(12,500	)		-		-			-		-		(1	)
12/05/17	12/31/21		6	%		50,000		(12,500	)				-							(2	)
9/03/21	9/03/24		8	%		346,500		(12,355	)		346,500		(9,727	)		336,773		16,170		(3	)
9/03/21	9/03/24		8	%		3,500		(125	)		3,500		(97	)		3,403		140		(4	)
										$	350,000	$	(9,824	)	$	340,176	$	16,310

(1) On December 1, 2017, the Company issued a 6% secured convertible promissory note in the principal amount of $50,000, initially due December 1, 2018, subject to extension. The note is secured by the assets of the Company and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

The conversion price of 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 noteholder may convert the note 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 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, the note and accrued interest of $10,554 were converted by the holder into 6,055,358 shares of common stock in accordance with the terms of the note.

(2)	On December 5, 2017, the Company entered into a 6% secured convertible promissory note in the principal amount of $50,000, 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, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert 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 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. On August 18, 2021, this note and accrued interest of $11,145 were converted by the holder into 6,114,516 shares of common stock in accordance with the terms of the note
(3)	On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,550 to Summit Holding V, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in shares of common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and interest at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature.

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(4) On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and unpaid interest at a conversion price of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature.

Loan Payable

Marlin Note

On September 30, 2019 the Company, through 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 in 36 equal monthly installments of $3,144 (the “Marlin Note”). The equipment finance agreement contains customary events of default. The loan balance was $21,256 as of March 31, 2022.

	Payment Amortization
2022 (9 months remaining)		21,256
Total Loan Payments	$	21,256
Current portion of Loan payable		(21,256	)
Non-Current Portion of Loan Payable	$	-

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 Robert Carmichael. The first payment was due on October 5, 2020. The loan balance as of March 31, 2022 is $39,399.

	Payment Amortization
2022 (9 months remaining)	$	8,379
2023	$	11,168
2024	$	11,168
2025 and thereafter	$	8,684
Total note payments	$	39,399
Current portion of note payable	$	(11,168	)
Non-Current Portion of notes payable	$	28,231

Navitas Note

On May 19, 2021 the Company, through its wholly owned subsidiary BLU3, executed an equipment finance agreement for the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $79,309 payable in 60 equal monthly installments of $1,611 (the “Navitas Note”). The equipment finance agreement contains customary events of default. The agreement was fully funded as of September 30, 2021.

	Payment Amortization
2022 (9 months remaining)		10,873
2023		15,342
2024		16,629
2025		18,204
2026		6,007
Total Note Payments	$	67,055
Current portion of Note payable		(14,443	)
Non-Current Portion of Note Payable	$	52,612

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Alliance Lease

On January 19, 2022, SSI entered into a capital lease with Alliance Funding Group (“lessor”) to secure a new piece of essential equipment for its operations. The lease has a 36 month term with a monthly payment of $3,522. At the end of the lease SSI has the option to purchase the equipment for $3,522 plus applicable taxes. The total purchase price of the equipment was $108,675. The vendor has determined that they are unable to supply the equipment, and the purchase order for this equipment was cancelled in May, 2022. The lessor initially funded fifty percent of the purchase price or approximately $54,000 directly to the vendor which the vendor has committed to return once properly instructed by the lessor. For the three months ending March 31, 2022, the Company made payments against this lease totaling approximately $8,600 which are recorded as deposits.

Note 6. Business Combination

Merger with Submersible Systems, Inc.

On September 3, 2020, the Company completed its merger with SSI. Under the terms of the Merger Agreement, the Company paid $1.79 million, consisting of the issuance of 27,305,442 shares of its common stock (valued at $1.4 million) and the issuance of 8% unsecured convertible promissory notes in the aggregate principal amount of $350,000 in exchange for all of the equity of SSI. The 27,305,442 shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the following:

Holding Period from Closing Date	Percentage of shares eligible to be sold or transferred
6 months	Up to 12.5%
9 months	Up to 25.0%
24 months	Up to 75.0%
36 months	Up to 100.0%

The leak-out restriction may be waived by the Company, upon written request by a Seller, if the Company’s common stock is trading on the NYSE American or Nasdaq, and has a rolling 30-day average trading volume of 50,000 shares per day; provided, however, that (i) only up to 5% of the previous days total volume can be sold in one day and (ii) only through executing trades “On the Offer.”

The transaction costs associated with the Merger were $65,000 in legal fees paid in $40,000 in cash, and 1,190,476 shares of the Company’s common stock with a fair value of $55,952.

Fair Value of Consideration Transferred and Recording of Assets Acquired

The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including an amount for goodwill:

Common stock, 27,305,442 shares at fair market value	$	1,449,919
8% unsecured, convertible promissory note payable to seller		350,000
Total purchase price	$	1,799,919
Tangible assets acquired	$	1,101,604
Liabilities assumed		(294,671	)
Net tangible assets acquired		806,933
Identified Intangible Assets
Customer relationships	$	600,000
Trademarks		121,000
Non-compete agreements		22,000
Total intangible assets		743,000
Goodwill	$	249,986
Total purchase price	$	1,799,919

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The value of the stock was calculated based on the volume weighted average price (“VWAP”) of a share of the Company’s common stock on the OTC Markets for (i) 180 days prior to the date of the parties’ execution and delivery of the binding term sheet for the Merger or (ii) 180 days prior to the closing date of the Merger, whichever results in a lower VWAP which resulted in a conversion price of $0.051271831 and the issuance of 27,305,442 shares of common stock with a fair value of $1,449,919 on the closing date.

Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing.

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes.

As of March 31, 2022, the Company recorded an estimated fair value of the intangible assets and goodwill of $992,986 based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined.

Pro Forma Information

The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2021. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs.

	Three months ended March 31, 2021
Revenue	$	1,282,571
Net Loss	$	(494,619	)
Basic and Diluted Loss per Share	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		337,731,960

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amounts above for basic and diluted weighted average shares outstanding have been adjusted to include the stock issued in connection with the acquisition of SSI.

Note 7. Goodwill and Intangible Assets, Net

The following table sets for the changes in the carrying amount of the Company’ Goodwill for the quarter ended March 31, 2022

	2022
Balance, January 1	$	249,986
		-
Balance, March 31	$	249,986

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The following table sets for the components of the Company’s intangible assets at March 31, 2022:

	Amortization Period (Years)		Cost		Accumulated Amortization			Net Book Value
Intangible Assets Subject to amortization
Trademarks		15	$	121,000	$	(4,653	)	$	116,347
Customer Relationships		10		600,000		(35,000	)		565,000
Non-Compete Agreements		5		22,000		(2,567	)		19,433
Total			$	743,000	$	(42,220	)	$	700,780

The aggregate amortization remaining on the intangible assets as of March 31, 2022 is a follows:

	Intangible Amortization
2022 (9 months remaining)	$	54,350
2023		72,467
2024		72,467
2025		72,467
2026		71,367
Thereafter		357,662
Total	$	700,780

Note 8. Shareholders’ Equity

Common Stock

On January 17, 2022, the Company issued a law firm 1,000,000 shares of common stock with a fair market value of $27,500 as part of the agreed upon compensation for a representation agreement.

On January 31, 2022, the Company issued a consultant 121,212 shares of common stock with a fair market value of $4,000 for consulting services related to the dive industry.

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

On February 28, 2022, the Company issued a consultant, 85,106 shares of common stock with a fair market value of $4,000 for consulting services related to the dive industry.

Preferred Stock

During the second quarter of 2010, the holders 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 March 31, 2022, and December 31, 2021, the 425,000 shares of Series A Convertible Preferred Stock are owned by Robert Carmichael.

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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-qualified 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. 25,000,000 shares are reserved for issuance under the Plan. The term of the Plan is ten years.

Equity Compensation Plan Information as of March 31, 2022:

	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		2,200,000	$	.0431		22,800,000
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		2,200,000	$	.0434		22,800,000

Options

On April 14, 2020, the Company entered into a Non-Qualified Stock Option Agreement with Richard 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 $0.045 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.

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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%, and (iv) expected volatility of 320%. The Company analyzed the likelihood that the vesting qualifications would be met. As of December 31, 2021, 25,000,000 of options were vested as the targeted net revenues were reached and 3 quarters of Tranche 2 was also met and fully expensed through December 31, 2021. For the three months ended March 31, 2022 the Company revenues reached the target revenues for Tranche 2, and an additional 25,000,000 shares of the option vested. Stock option expense recognized during the three months ended March 31, 2022 for this option was $218,505.

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. As part of the Constable Option Agreement, the Company 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 $0.0184 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:

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 $0.0184 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%, and (iv) expected volatility of 312.2%. The Company analyzed the likelihood that the vesting qualifications would be met, and as of March 31, 2022, through December 31, 2021 it was deemed that the Company met the qualifications for 4 quarters for the first tranche of options, and 3 quarters for Tranche 2 and expensed a total of $82,734. For the first quarter, 2022 the Company did not meet the qualifications to vest for an additional quarter, therefore, there was no stock option expense recognized for the three months ended March 31, 2022.

17

On 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 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 three months ended March 31, 2022 was $4,142.

On August 1, 2021 as part of the Blake Carmichael Employment Agreement (as defined below), the Company granted Blake Carmichael a 5 year option to purchase 3,759,400 shares of the Company’s common stock at an exercise price of $0.0399, (the “BC Compensation Options”). The BC Compensation Options vest 33.3% upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date. The fair value of the options on the date of the grant was $149,076 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .25%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, and (iv) expected volatility of 346.36%. The Company expensed $49,692 as of December 31, 2021, and did not recognize any additional expense for the three months ended March 31, 2022.

As part of the Blake Carmichael Agreement, the Company granted Blake Carmichael a 5-year option to purchase up to 18,000,000 shares of common stock to vest annually on a contract year basis, based upon the achievement of certain revenue and EBITA financial metrics. The fair value of the BC Bonus Options was $713,777 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.25%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, (iv) expected volatility of 346.36%, and (v) exercise price of 0.0399 per share. The Company analyzed the likelihood that the vesting qualifications would be met, and as of March 31, 2022, through December 31, 2021 it was deemed that it was likely that 500,000 shares would be issued at the end of contract year 1, and this was fully expensed as of December 31, 2021. For the three months ended March 31, 2022 there were no material changes to vesting qualifications and no stock option expense was recognized.

During the third quarter of 2021 the Company issued options to purchase up to an aggregate of 175,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $.044 to $.049 per share for a periods ranging from three to four years from the date of issuance, with quarterly vesting periods over one to two years. The fair value of the options totaled $7,149 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate from .155% to .20%, (ii) expected life of 1.5 to 2 years, (iii) dividend yield of 0%, and (iv) expected volatility of 249.38% to 287.12%. The stock options expense recognized for the three months ended March 31, 2022 was $1,494.

On September 3, 2021, the Company issued options to purchase up to an aggregate of 300,000 shares of common stock to Christeen Buban, President of SSI, under the Plan. The options were issued pursuant to the Buban Employment Agreement and a stock option grant agreement and are exercisable at $0.053 per share for a period of five 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 $15,814 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.315%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, and (iv) expected volatility of 339.21%. The stock options expense recognized for the three months ended March 31, 2022 was $1,977.

As part of the Buban Agreement, the Company is also obligated to enter into a Non-Qualified Stock option agreement (the “Buban Bonus Options”) that will grant Ms. Buban a 5-year option to purchase up to 7,110,000 shares which vest annually on a contract year basis, based upon the achievement of certain revenue and EBITA financial metrics. The fair value of the Buban Bonus Options was $374,786 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .3150%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, (iv) expected volatility of 339.21%, and (v) exercise price of $0.0531 per share. The measurement period for these options began on September 3, 2021. The company analyzed the likelihood that vesting qualifications would be met during the contract year and deemed that there was no option expense to be recognized for the three months ended March 31, 2022.

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On September 3, 2021 the Company issued options to purchase up to an aggregate of 500,000 shares of common stock to various employees of SSI under the Plan. The options were issued pursuant to a stock option grant agreement and is exercisable at $0.0531 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 $25,201 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.21%, (ii) expected life of 2 years, (iii) dividend yield of 0%, (iv) expected volatility of 276.1%. The stock options expense recognized for the three months ended March 31, 2022 was $3,150.

During the fourth quarter of 2021 the Company issued options to purchase up to an aggregate of 100,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $.040 to $.0419 per share for a period of four years of from the date of issuance, with quarterly vesting periods over two years. The fair value of the options totaled $3,863 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .204% (ii) expected life of 2 years, (iii) dividend yield of 0%, (iv) expected volatility of 249.38% to 287.12%. The stock options expense recognized for the three months ended March 31, 2022 was $483.

On November 5, 2021 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 2,403,846 shares of the Company’s common stock at an exercise price of $0.041 (the “Compensation Options”). The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $98,976 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .53%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, and (iv) expected volatility of 269.12%. This stock option was fully expensed as of December 31, 2021.

On January 21, 2022 the Company issued options to purchase up to an aggregate of 75,000 shares of common stock to an employee under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at $0.032 per share for a period of four years from the date of issuance, with quarterly vesting periods over two years. The fair value of the options totaled $2,259 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 1.016% (ii) expected life of 2 years, (iii) dividend yield of 0%, and (iv) expected volatility of 266.8%. The stock options expense recognized for the three months ended March 31, 2022 was $283.

A summary of the Company’s outstanding stock options as of December 31, 2021, and changes during the three months ended March 31, 2022 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		233,128,266	$	0.0362		2.23	$	795,201
Granted		75,000		0.0320
Forfeited
Exercised		-		-
Outstanding – March 31, 2022 (unaudited)		233,203,266	$	0.0362		1.98
Exercisable – March 31, 2022 (unaudited)		101,333,874	$	0.0326		1.81	$	1,063,526

Warrants

On September 1, 2021, the Company issued Mr. Charles F. Hyatt, a member of our Board of Directors, 10,000,000 units of the securities of the Company, with the unit consisting of 1 share of common stock and 1 two year common stock purchase warrants exercisable at $0.025 per share in consideration of $250,000. The Company did not pay any fees or commissions in connection with the sale of the unit.

On September 1, 2021, the Company issued Ms. Grace Hyatt, the adult child of a member of our Board of Directors, 600,000 units of the securities of the Company, with the unit consisting of 1 share of common stock and 1 two year common stock purchase warrants exercisable at $0.025 per share in consideration of $15,000. The Company did not pay any fees or commissions in connection with the sale of the unit.

In September, 2021, the Company issued 4,000,000 units of the securities of the Company to three accredited investors, with the unit consisting of 1 share of common stock and 1 two year common stock purchase warrants exercisable at $0.025 per share in consideration of $100,000. The Company did not pay any fees or commissions in connection with the sale of the unit.

19

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

A summary of the Company’s warrants as of December 31, 2021 and changes during the three months ended March 31, 2022 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		14,600,000		$	0.025		1.67	$	153,300
Granted
Exercised		(10,600,000	)	$	0.025
Forfeited or Expired		-
Outstanding – March 31, 2022		4,000,000		$	0.025		1.44
Exercisable – March 31, 2022		4,000,000		$	0.025		1.44	$	64,400

Note 9. 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 a $5,367 security deposit; base rent of approximately $4,000 per month over the term of the lease plus sales tax; and payment of 10.76% of annual operating expenses (common areas maintenance), which was approximately $2,000 per month subject to periodic adjustment. On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, extending the term of the lease for an additional eighty-four months, expiring September 30, 2024. The base rent was increased to $4,626 per month with a 3% annual escalation throughout the amended term.

On January 4, 2018, the Company entered into a sixty-one month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2018. Terms included base rent of approximately $9,300 per month for the first 12 months with an annual escalation clause of 2.5%. The Company paid a security deposit of $8,450 upon entering into the lease.

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; a $6,527 security deposit; initial base rent of approximately $4,848 per month escalating at 3% per year during the term of the lease plus Florida state sales tax and 10.11% of the buildings annual operating expenses (common area maintenance) which is approximately $1,679 per month, subject to adjustment as provided in the lease.

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 terminates the Agreement with STS prior to December 31, 2023, the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $200,174 for the years 2019 through 2024. In accordance with the amendment the Company will pay additional minimum royalties of $60,000 per year or $15,000 per quarter for the years 2022 through 2024. Royalty recorded in relation to this agreement totaled $43,608 and $13,704 for the three months ended March 31, 2022 and 2021, respectively.

20

On June 9, 2020, the Company entered into a one-year advertising and marketing agreement with Figment Design for $8,840 per month which agreement terminated on July 31, 2021.

On November 5, 2020, the Company and Christopher Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable serves 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 Company’s common stock on the date of issuance. Accordingly, on November 5, 2020, Mr. Constable was issued an option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $0.0184 per share and on November 5, 2021, he was issued an option to purchase 2,403,846 shares of the Company’s common stock at an exercise price of $0.0401 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 Equity Partners. This agreement was not renewed at March 1, 2022.

On August 1, 2021, the Company and Blake Carmichael entered into a three year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael shall serve as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael shall receive (i) an annual base salary of $120,000, payable in accordance with the customary payroll practices of the Company, and (ii) a cash bonus equal to 5% of the net income of BLU3 payable quarterly, beginning with the first full calendar quarter after the execution of the agreement. (iii) issuable upon execution of the Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $0.0399, 33.3% of which stock vests immediately, 33.3% vests on the second anniversary, and 33.3% on the third anniversary of the agreement.

In addition, Blake Carmichael shall be entitled to receive a five-year stock option to purchase up to 18,000,000 shares of common stock at an exercise price equal to $0.0399 per share that will vest upon defined financial metrics that are measured on a contract year basis. The metrics defined in the agreement escalate the shares available to vest based upon a revenue measurement, expediency measurement and an EBITDA measurement.

On August 6, 2021 the Company entered into a six-month, non-exclusive mergers and acquisitions services agreement with Newbridge Securities Corporation. The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate purchase price consideration and six percent on the aggregate purchase price consideration above two million dollars for any merger or acquisition target sourced by Newbridge. The fee shall be paid in the common stock of the Company. The equity received is subject to a holding period of six months from the closing date of the transaction. This agreement was not renewed.

On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Mrs. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance totaling $10,800 per year, (iii) a five-year stock option issued under the Plan to purchase 300,000 shares of common stock of the Company at $0.0531 per share. The option vests quarterly over the next eight calendar quarters.

21

In addition, Mrs. Buban shall be entitled to receive a five-year stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $0.0531 per share that will vest upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement,

On January 17, 2022 the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefor, the Company will pay CLG a monthly flat fee of $3,000 per month for the SEC reporting work, and its normal hourly rate for any other legal work and issued 1,000,000 shares of common stock with a fair market value of $27,500 to CLG.

Legal

The Company was 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. The Company pays monthly installments of $1,000 and is current in its payments. As of March 31, 2022 the balance remaining is $1,000.

Note 10. Segment Reporting

The Company has four operating segments as described below:

1.	SSA Products, which sells recreational multi-diver surface supplied air 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.
4.	Redundant Air Tank Systems, which manufactures and distributes a line of high pressure tanks and redundant air systems for the military and recreational diving industries.

Three Months Ended

March 31

(unaudited)

	Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Redundant Air Tank Systems					Total Company
	2022			2021			2022			2021			2022			2021			2022			2021		2022			2021
Net Revenues	$	581,109		$	466,043		$	276,817		$	150,128		$	794,587		$	334,598		$	322,456		$	-	$	1,974,969		$	950,769
Cost of Revenue		(461,958	)		(369,826	)		(160,791	)		(81,178	)		(416,958	)		(188,793	)		(259,502	)		-		(1,299,209	)		(639,797	)
Gross Profit		119,151			96,217			116,026			68,950			377,629			145,805			62,952			-		675,760			310,972
Depreciation		4,370			3,812			-			-			4,478			2,418			25,011			-		33,859			6,230
Income (loss) from operations	$	(369,590	)	$	(444,151	)	$	40,459		$	9,366		$	16,762		$	(12,385	)	$	(121,530	)	$	-		(433,899	)	$	(447,170	)
																									-
Total Assets	$	1,427,324		$	1,503,762		$	460,496		$	265,604		$	1,037,192		$	511,621		$	1,995,439		$	-	$	4,920,451		$	2,280,987

22

Note 11. Subsequent Events

On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and Live Blue, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“Live Blue”). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets, for $150,000 which was paid by (i) the issuance to of an aggregate of 3,084,831 shares of the Company’s common stock to the LLC Members, at a price of $0.0389 per share (the “Consideration Shares”); and (ii) cash of $30,000 (the “Gold Coast Scuba Acquisition”).

The Consideration Shares are subject to a leak-out restriction which provides that (i) up to 25% of such Consideration Shares may be sold after November 2, 2022; (ii) an additional 25% may be sold after February 2, 2023; and (iii) the balance may be sold after May 2, 2023. The Company may waive these restrictions if the Company’s common stock is trading on either the NYSE American or Nasdaq and has a rolling thirty-day average trading volume of $50,000 in trading volume per day. If the Company waives the leak-out restriction, only Consideration Shares of up to 5% of the previous days total volume may be sold in one day, and the may only be sold through executing trades “on the offer.”

In connection with the acquisition, the LLC Members entered into five-year confidentiality, non-competition and non-solicitation agreements with the Company and Live Blue which contain standard provisions, including that the LLC Members not engage in any business that supplies the same product or services as Gold Coast Scuba within certain areas of the United States or that competes with Gold Coast Scuba’s business in any market in which it operates as of the closing.

Gold Coast Scuba is in the business of providing recreational scuba diving equipment rental, training and education programs, as well as dive travel, guided snorkeling tours, and dive club activities.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.

The management’s discussion and analysis of our financial condition and results of operations are based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Overview

The Company owns and operates a portfolio of companies with a concentration in the industrial and recreational diving industry. The Company, through its subsidiaries, designs, tests, manufactures, and distributes recreational hookah diving, yacht-based scuba air compressors and nitrox generation systems and scuba and water safety products in the United States and internationally.

The Company has four subsidiaries focused on various sub-sectors:

● Brownie’s Third Lung - Surface Supplied Air (“SSA”)

● BLU3, Inc. - Ultra-Portable Tankless Dive Systems

● LW Americas - High Pressure Gas Systems

● Submersible Systems, Inc. - Redundant Air Tank Systems

Our wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters and manufacturing facility in Pompano Beach, Florida, and a manufacturing facility in Huntington Beach, California.

The Company, through its wholly owned subsidiaries, designs, tests, and manufactures tankless dive systems, rescue air systems and yacht-based self-contained underwater breathing apparatus (“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. The Company is also the exclusive United States and Caribbean distributor for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, doing business as Bright Weights (“Bright Weights”), of a dive ballast system produced in South Africa.

Recent Developments

On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and Live Blue, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“Live Blue”). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets, for $150,000 which was paid by (i) the issuance to of an aggregate of 3,084,831 shares of the Company’s common stock to the LLC Members, at a price of $0.0389 per share (the “Consideration Shares”); and (ii) cash of $30,000 (the “Gold Coast Scuba Acquisition”).

The Consideration Shares are subject to a leak-out restriction which provides that (i) up to 25% of such Consideration Shares may be sold after November 2, 2022; (ii) an additional 25% may be sold after February 2, 2023; and (iii) the balance may be sold after May 2, 2023. The Company may waive these restrictions if the Company’s common stock is trading on either the NYSE American or Nasdaq and has a rolling thirty-day average trading volume of $50,000 in trading volume per day. If the Company waives the leak-out restriction, only Consideration Shares of up to 5% of the previous days total volume may be sold in one day, and the may only be sold through executing trades “on the offer.”

In connection with the acquisition, the LLC Members entered into five-year confidentiality, non-competition and non-solicitation agreements with the Company and Live Blue which contain standard provisions, including that the LLC Members not engage in any business that supplies the same product or services as Gold Coast Scuba within certain areas of the United States or that competes with Gold Coast Scuba’s business in any market in which it operates as of the closing.

Gold Coast Scuba is in the business of providing recreational scuba diving equipment rental, training and education programs, as well as dive travel, guided snorkeling tours, and dive club activities.

Impact of COVID-19 Pandemic

The Company has previously been affected by temporary manufacturing closures, and employment and compensation adjustments. The market continues to suffer from the impacts of the pandemic via supply chain shortages and freight delays. The continued freight delays have and will likely continue to result in additional expenses to expedite delivery of critical parts. Additionally, increased demand for personal electronics has created a shortfall of microchip supply which are used in our battery powered products, and it is yet unknown how we may be impacted.

We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.

24

Results of Operations

Net Revenues, Costs of Net Revenues and Gross Profit

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Net revenues increased 107.7% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 as a result of a 137.5% increase in revenue for BLU3, Inc. from the continued expansion of its customer base as well as the addition of NOMAD to its product line, an increase in LWA of 84.4% as its business from the expansion of its customer base and the addition of SSI revenue which did not exist in 2021. For the three months ended March 31, 2022, cost of net revenues was 65.8% as compared with the cost of revenues of 67.3% for the three months ended March 31, 2021. Included in our cost of net revenues are royalty expenses we pay to Robert Carmichael which increased 10.3% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. Gross profit margin was 34.2% for the three months ended March 31, 2022 as compared to gross profit margin of 32.7% for the three months ended March 31, 2021. The slight improvement in gross margin, of 4.6% as it relates to revenue is a result of the production of more finished products, reducing direct labor per unit primarily in LWA and BLU3. This improvement is offset by increases in royalties expense resulting from the increased revenue of the BLU3 product line.

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

Net Revenues

	Three Months Ended March 31,				% of
	2022		2021		Change
	(unaudited)
SSA Products	$	581,109		466,043		24.7	%
High Pressure Gas Systems		276,817		150,128		84.4	%
Ultra-Portable Tankless Dive Systems		794,587		334,598		137.5	%
Redundant Air Tank Systems		322,456		-		100.0	%
Total net revenues	$	1,974,969		950,769		107.7	%

Cost of revenues as a percentage of net revenues

	Three Months Ended March 31,
	2022			2021
	(unaudited)
Legacy SSA Products		79.5	%		79.4	%
High Pressure Gas Systems		58.1	%		54.1	%
Ultra-Portable Tankless Dive Systems		52.5	%		56.4	%
Redundant Air Tank Systems		80.3	%		-

Gross profit margins

	Three Months Ended March 31,
	2022			2021
	(unaudited)
SSA Products		20.5	%		20.6	%
High Pressure Gas Systems		41.9	%		45.9	%
Ultra-Portable Tankless Dive Systems		47.5	%		43.6	%
Redundant Air Tank Systems		19.5	%		-

25

SSA Products segment

Net revenues in this segment for the three months ended March 31, 2022 increased 24.7% as compared to the three months ended March 31, 2021. The increase can be attributed to an increase in dealer revenue as the Company offered discounts to both dealers and their consumers in the three months ended March 31, 2022 to pre-stock for the season. Direct to consumer sales declined slightly as increased fuel prices we believe prohibited many families from utilizing their boats, and focusing on other family activities. Sales through affiliates increased for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 as we have added additional affiliates through our social media market campaigns.

Our costs of revenues as a percentage of net revenues in this segment remained relatively flat increasing slightly from 79.4% to 79.5% for the three months ended March 31, 2022 from the three months ended March 31, 2021. 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 three months ended March 31, 2021, as well as the discounts offered to dealers to pre-stock for the season.

A breakdown of the revenue channels for this segment are below. Direct to Consumer represents items sold via our website, trade shows and walk-ins to our factory store. Dealer revenue represents sales to customers with which 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.

	Net Revenue							Cost of Sales as a % of Net Revenue						Margin
	Three Months ended March 31, 2022		Three Months ended March 31, 2021		% change			Three Months ended March 31, 2022			Three Months ended March 31, 2021			Three Months ended March 31, 2022			Three Months Ended March 31, 2021
Dealers	$	357,853	$	253,539		41.1	%		85.2	%		81.5	%		14.8	%		18.5	%
Direct to Consumer (website included)		202,635		210,672		-3.8	%		70.5	%		76.7	%		29.5	%		23.3	%
Affiliates		20,621		1,832		1025.6	%		73.3	%		78.9	%		26.7	%		21.9	%
Total	$	581,109	$	466,043		24.7	%		79.5	%		79.4	%		20.5	%		20.6	%

High Pressure Gas Systems segment

Sales of high-pressure breathing air compressors increased 84.4% in the three months ended March 31, 2022 compared with the three months ended March 31, 2021 as LWA was able to continue to supply its customers with their needs despite industry supply chain issues. The reseller segment increased by 33.6% for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 with increased orders through distribution customers in the US, South America, and the Caribbean. The Original Equipment Manufacturer segment continued to show growth with an increase of 2,914% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. This was due to several orders shipped internationally to boat manufactures. The direct to consumer segment, which includes yacht owners and direct to dive stores, increased 28.2% in the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Our costs of revenues as a percentage of net revenues in this segment showed a slight increase to 58.1% for the three months ended March 31, 2022 as compared to 54.1% for the three months ended March 31, 2021. This can be attributed to increase cost of transportation from suppliers and to customers during the three months ended March 31, 2022.

	Net Revenue							Cost of Sales as a % of Net Revenue						Margin
	Three months ended March 31, 2022		Three months ended March 31, 2021		% change			Three months ended March 31, 2022			Three months ended March 31, 2021			Three months ended March 31, 2022			Three months ended March 31, 2021
Resellers	$	129,773	$	97,146		33.6	%		54.4	%		57.3	%		45.6	%		42.7	%
Direct to Consumers		64,429		50,241		28.2	%		55.9	%		34.0	%		44.1	%		66.0	%
Original Equipment Manufacturers		82,615		2,741		2914.0	%		65.5	%		49.0	%		34.5	%		51.0	%
Total	$	276,817	$	150,128		84.4	%		58.1	%		54.1	%		41.9	%		45.9	%

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Ultra Portable Tankless Dive Systems

Net revenue for the three months ended March 31, 2022 in the Ultra Portable Tankless Dive System segment showed significant growth of 137.5% as compared to the three months ended March 31, 2021, The consumer and dealer segments growth can be attributed to the addition of the Nomad product line into those sales channels during the three months ended March 31, 2022. The growth of 146.7% in the Amazon channel is growth of the Nemo dive system, as the Nomad was not made available to that channel in the first quarter of 2022.

Our aggregate cost of revenue from this segment as a percentage of net revenues for the three months ended March 31, 2022 showed significant improvement over the three months ended March 31, 2021 primarily due to the impact of the cost and production efficiencies of the Nomad dive system and the resulting increase in margin as a percentage of revenue for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021.

	Net Revenue							Cost of Sales as a % of Net Revenue						Margin
	Three months ended March 31, 2022		Three months ended March 31, 2021		% change			Three months ended March 31, 2022			Three months ended March 31, 2021			Three months ended March 31, 2022			Three months ended March 31, 2021
Direct to Consumer	$	319,005	$	152,199		109.6	%		46.3	%		43.0	%		53.7	%		57.0	%
Amazon		174,676		70,798		146.7	%		56.9	%		45.7	%		43.1	%		54.3	%
Dealers		300,906		111,601		169.6	%		56.4	%		50.8	%		43.6	%		49.2	%
Total	$	794,587	$	334,598		137.5	%		52.5	%		45.9	%		47.8	%		54.1	%

Redundant Air Tank Systems

Net revenue for the three months ended March 31, 2022 in the Redundant Air Tank Systems System segment was $322,456. The margins for repairs were the lowest margin for the three months ended March 31, 2022 at (156.4)%. SSI must price the goods in order for the dealer to also generate profit on the product. SSI has a worldwide customer base that includes (1) commercial accounts with aircraft requiring redundant air systems for their pilots and passengers, such as helicopters flying to oil rigs located in bodies of water (2) government accounts that are typically domestic and international military customers with egress systems (3) dealers accounts that are resellers including, international distributors to the military, commercial account or dive shops, and domestic and international dive shops that carry their spare air product. (4) direct to consumer sales represent online sales and sales via trade shows direct to consumer and (5) repairs represent Company provided repairs and warranty repairs to all segments.

	Net Revenue							Cost of Sales as a % of Net Revenue					Margin
	Three months ended March 31, 2022		Three months ended March 31, 2021		% change			Three months ended March 31, 2022			Three months ended March 31, 2021		Three months ended March 31, 2022			Three months ended March 31, 2021
Commercial	$	56,606	$	-		100	%		43.5	%		-		56.5	%		-
Dealers		212,119		-		100	%		88.8	%		-		11.2	%		-
Government		14,001		-		100	%		35.0	%		-		64.1	%		-
Repairs		7,811		-		100	%		256.6	%				-156.4	%
Direct to Consumers		31,919		-		100	%		67.3	%		-		31.3	%		-
Total	$	322,456	$	-		100	%		80.5	%		-		19.5	%		-

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Operating Expenses

Operating expenses, consist of selling, general and administrative (“SG&A”) expenses and research and development costs, and are reported on a consolidated basis for our operating segments. Operating expenses increased 48.8% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021.

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

SG&A increased by 52.6% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. SG&A Expenses were comprised of the following:

Expense Item	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		% change
Payroll, Selling & Administrative	$	395,776	$	255,411		55.0	%
Stock Compensation Expense		230,034		218,505		5.3	%
Professional Fees		126,412		72,646		74.0	%
Advertising		156,444		68,583		128.1	%
All Others		197,073		121,890		61.7	%
Total SG&A	$	1,105,739	$	737,0325		50.0	%

Payroll increases for the three months ended March 31, 2022 can be attributed primarily to the addition of the payroll for SSI which accounts for 44.0% of the increase the remaining 11.0% can be attributed to increases in personnel at BLU3 to manage the increasing revenue and production.

Non-Cash Stock compensation expenses increased 8.4% for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 The increase can be attributed to options granted to employees under the Company’s Equity Incentive Plan, adopted in May 2021.

Professional fees, including legal and other professional fees which are typically paid with a combination of cash and common stock increased 74.0% in the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. The increase can be attributed to an increase in legal fees that increased 143.8%, of which, 98.8% of the increase was paid in common stock, Professional fees increased 228.7%, with the hiring of a dive retail consultant, and sales consultants. These increases were offset by a decrease of accounting fees of 73.1% as compared to the prior year.

The increase in advertising expense for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 is attributable to BLU3’s, focus on social media, Amazon, and trade show advertising.

Research & Development Expenses (R&D Expenses)

R&D expenses for the three months ended March 31, 2022 decreased 81.4% as compared to the three months ended March 31, 2021. The decrease can be primarily attributed to the completion of the R&D for BLU3’s NOMAD, as it moved into production in the third quarter of 2021.

Other Income/Expense

For the three months ended March 31, 2022 other expenses totaled approximately $10,200 of interest expense as compared to other income of approximately $6,200 during the three months ended March 31, 2021. Other income for the three months ended March 31, 2021 consists of a gain due to the settlement of debt of $10,000 less interest expense of approximately $3,800. The increase in interest expense can be attributed to the Navitas loan that was funded after March 31, 2021 and the interest on the debt related to the acquisition of SSI.

28

Liquidity and Capital Resources

We had cash of $609,869 as of March 31, 2022. The following table summarizes total current assets, total current liabilities and working capital at March 31, 2022 as compared to December 31, 2021.

	March 31,		December 31,		%
	2022		2021		change
	(unaudited)
Total current assets	$	3,297,431	$	2,966,432		11.2	%
Total current liabilities	$	1,594,614	$	1,396,197		14.2	%
Working capital	$	1,702,8197	$	1,570,235		8.4	%

The increase in our current assets at March 31, 2022 from December 31, 2021 principally reflects increase from the assets of SSI as well as the increases in inventory purchases that are reflected by an increase in inventory and prepaid assets which includes prepayments of inventory. as the Company has experienced revenue growth, and has ramped up purchasing and production for the upcoming summer season. The increase in our total current liabilities principally reflect the additional of the SSI liabilities for the current year as well as a significant increase in customer deposits, particularly customer deposits with LWA.

Summary Cash Flows

	Three Months Ended March 31,
	2022			2021
	(unaudited)
Net cash used by operating activities	$	(290,337	)	$	(251,455	)
Net cash used in investing activities	$	(2,884	)	$	-
Net cash provided by financing activities	$	254,352		$	250,168

Net cash used in operating activities for the three months ended March 31, 2022 was due to the net loss of approximately $444,092 which is primarily attributable to non-cash stock compensation expenses of approximately $265,534. The non-cash stock compensation expense for the three months ended March 31, 2021 is attributable to stock options issued to our executive officers and various employees as well as shares of common stock issued to consultants and professionals for services. Net cash used in operating activities is also the result of increases in current assets, including, accounts receivable, inventory, net, and prepaid expenses that utilized approximately $376,500, offset by increases in current liabilities including accounts payable, other liabilities, and customer deposits, which totaled approximately $168,200.

Net cash used in investing activities for the three months ended March 31, 2022 relates solely to a small fixed asset purchased during the quarter.

Net cash provided by financing activities in the three months ended March 31, 2022 reflects proceeds from an exercise of warrants less the repayment of debt during the quarter.

Going Concern

Our unaudited consolidated financial statements included in this Quarterly 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 twelve-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, 2021 includes an explanatory paragraph stating the Company has net losses and an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.

We have a history of losses, and an accumulated deficit of $14,988,696 as of March 31, 2022. Despite a working capital surplus of $1,702,817 at March 31, 2022, 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 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. 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.

29

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 consolidated financial statements contained in this Quarterly Report.

Recent Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows.

These recent accounting pronouncements are described in Note 2 to our unaudited consolidated financial statements contained in this Quarterly Report.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and is not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under Exchange Act. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluations as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting described below. A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

Our management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of the design and operations of our disclosure controls and procedures (defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) as of March 31, 2022 and based upon the such evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to the material weaknesses set forth below.

● Insufficient number and lack of qualified accounting department and administrative personnel and support;

● Insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to GAAP and SEC disclosure requirements;

30

● Insufficient segregation of duties, oversight of work performed and lack of controls in our finance and accounting functions due to limited personnel;

● Company’s systems that impact financial information and disclosures have ineffective information technology controls;

● Inadequate controls surrounding revenue recognition, to ensure that all material transactions and developments impacting the financial statements are reflected and properly recorded; and

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

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

● Management has leveraged and will continue to leverage experienced consultants to assist with ongoing GAAP and SEC compliance requirements. We intend to expand our finance department through the hiring of a certified public accountant to strengthen the segregation of duties, internal controls and enhance our current staff.

● Segregation of duties is being analyzed and adjusted Company-wide, where possible. The Company is in the process of hiring additional personnel in the accounting department, as well as the documentation of controls and procedures.

● The Company plans on evaluating various accounting systems to enhance its system controls.

We will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added to our accounting and administrative staff allowing improved internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEEDINGS

There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as set forth below, there were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

On January 17, 2022, the Company issued a law firm 1,000,000 shares of common stock as compensation for legal services.

On January 31, 2022, the Company issued a consultant 121,212 shares of common stock for consulting services related to the dive industry.

On February 2, 2022, the Company issued 10,000,000 shares of common stock to Charles Hyatt upon the exercise of a warrant at $0.025 per share for proceeds of $250,000.

On February 2, 2022, the Company issued 600,000 shares of common stock to Grace Hyatt upon the exercise of a warrant at $0.025 per share for proceeds of $15,000.

On February 28, 2022, the Company issued a consultant, 85,106 shares of common stock for consulting services related to the dive industry.

31

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
31.1	Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	Inline XBRL INSTANCE DOCUMENT
101.SCH	Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL	Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF	Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB	Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE	Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

32

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: May 31, 2022	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

33

EX-31.1

 EXHIBIT 31.1

CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER 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 quarter ended March 31, 2022, 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.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal controls over financial reporting (as defined in Exchange Act Rules 3a-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. I have disclosed, based on my 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: May 31, 2022	/s/ Christopher H. Constable
	Name:	Christopher H. Constable
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER 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 quarter ended March 31, 2022, 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.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal controls over financial reporting (as defined in Exchange Act Rules 3a-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. I have disclosed, based on my 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: May 31, 2022	/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chairman of the Board, President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32

EXHIBIT 32

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 on Form 10-Q of Brownie’s Marine Group, Inc. (the “Company”) for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies 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.

	/s/ Christopher H. Constable
Date: May 31, 2022	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)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 27, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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		408,880,065

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 604,274	$ 643,143
Accounts receivable - net	191,438	123,270
Accounts receivable - related parties	77,140	77,301
Inventory, net	2,029,192	1,895,260
Prepaid expenses and other current assets	395,387	227,458
Total current assets	3,297,431	2,966,432
Property, equipment and leasehold improvements, net	257,215	270,065
Operating Lease Assets	397,208	454,475
Intangible Assets, Net	700,780	718,905
Goodwill	249,986	249,986
Other assets	17,831	14,098
Total assets	4,920,451	4,673,961
Current liabilities
Accounts payable and accrued liabilities	871,079	744,383
Accounts payable - related parties	18,032	37,267
Customer deposits and unearned revenue	248,433	143,938
Other liabilities	201,580	187,924
Operating lease liabilities	208,623	232,283
Current maturities long term debt	46,867	50,402
Total current liabilities	1,594,614	1,396,197
Long term debt, net of current	80,843	87,956
Long term convertible debentures, net	340,176	339,254
Operating lease liabilities, net of current	189,134	222,899
Total liabilities	2,204,767	2,046,306
Commitments and contingent liabilities (see note 9)
Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of March 31, 2022 and December 31, 2021	425	425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 405,656,793 and 393,850,475 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.	40,566	39,386
Common stock payable; 138,941 shares and 138,941 shares, as of March 31, 2022 and December 31, 2021, respectively	14	14
Additional paid-in capital	17,661,788	17,132,434
Accumulated deficit	(14,988,696)	(14,544,604)
Accumulated other comprehensive income	1,587
Total stockholders’ equity	2,715,684	2,627,655
Total liabilities and stockholders’ equity	$ 4,920,451	$ 4,673,961

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	425,000	425,000
Preferred Stock, Shares Outstanding	425,000	425,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Shares, Issued	405,656,793	393,850,475
Common Stock, Shares, Outstanding	405,656,793	393,850,475
Common Stock Payable	138,941	138,941

XML

Condensed Consolidated Income Statement (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net revenues
Net revenues	$ 1,701,564	$ 746,353
Net revenues - related parties	273,405	204,416
Total net revenues	1,974,969	950,769
Cost of net revenues
Cost of net revenues	1,121,638	509,069
Cost of net revenues - related parties	121,174	105,431
Royalties expense - related parties	12,789	11,593
Royalties expense	43,608	13,704
Total cost of revenues	1,299,209	639,797
Gross profit	675,760	310,972
Operating expenses
Selling, general and administrative	1,105,739	737,035
Research and development costs	3,920	21,107
Total operating expenses	1,109,659	758,142
Loss from operations	(433,899)	(447,170)
Other income (expense), net
Gain on settlement of debt		10,000
Interest expense	(10,193)	(3,811)
Total other income (expense), net	(10,193)	6,189
Loss before provision for income taxes	(444,092)	(440,981)
Provision for income taxes
Net loss	(444,092)	(440,981)
Other Comprehensive Income
Unrealized gain on foreign currency contract	1,587
Total Other Comprehensive income	1,587
Comprehensive loss	$ (442,505)	$ (440,981)
Basic loss per common share	$ (0.00)	$ (0.00)
Diluted loss per common share	$ (0.00)	$ (0.00)
Basic weighted average common shares outstanding	401,483,605	309,236,042
Diluted weighted average common shares outstanding	401,483,605	309,236,042

XML

Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Payable [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance 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
Shares issued for services		$ 312		124,688			125,000
Shares issued for services, shares		3,116,279
Stock Option Expense				218,505			218,505
Net Loss						(440,981)	(440,981)
Other Comprehensive Income
Shares issued for cash		$ 2,750		272,250			275,000
Shares issued for cash, shares		27,500,000
Shares issued for conversion of convertible debentures and accrued interest		$ 42		14,735			14,777
Shares issued for conversion of convertible debentures and accrued interest, shares		422,209
Balance 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
Balance 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
Balance at Dec. 31, 2021	$ 425	$ 39,386	$ 14	17,132,434		(14,544,604)	2,627,655
Balance, shares at Dec. 31, 2021	425,000	393,850,475	138,941
Shares issued for exercise of warrants		$ 1,060		263,940			$ 265,000
Shares issued for exercise of warrants, shares		10,600,000
Shares issued for services		$ 120		35,380			$ 35,500
Shares issued for services, shares		1,206,318
Stock Option Expense				230,034			230,034
Net Loss						(444,092)	(444,092)
Other Comprehensive Income					1,587		1,587
Balance at Mar. 31, 2022	$ 425	$ 40,566	$ 14	$ 17,661,788	$ 1,587	$ (14,988,696)	$ 2,715,684
Balance, shares at Mar. 31, 2022	425,000	405,656,793	138,941

XML

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows used in operating activities:
Net loss	$ (444,092)	$ (440,981)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	33,859	6,230
Amortization of debt discount	922
Amortization of right-of-use asset	57,267	23,867
Shares issued for services	35,500	125,000
Reserve (recovery) for bad debt		1,101
Stock Based Compensation - Options	230,034	218,505
Gain on Settlement of Debt		(10,000)
Reserve for slow moving inventory	4,528
Changes in operating assets and liabilities
Change in accounts receivable, net	(68,168)	(19,874)
Change in accounts receivable – related parties	161	5,915
Change in inventory	(138,460)	(94,225)
Change in prepaid expenses and other current assets	(166,342)	(133,709)
Change in other assets	(3,733)	1,501
Change in accounts payable and accrued liabilities	126,696	44,948
Change in customer deposits and unearned revenue	104,495	19,280
Change in long term lease liability	(57,425)	(23,867)
Change in other liabilities	13,656	36,200
Change in accounts payable - related parties	(19,235)	(11,346)
Net cash used in operating activities	(290,337)	(251,455)
Cash flows used in investing activities:
Purchase of fixed assets	(2,884)
Net cash used in investing activities	(2,884)
Cash flows from financing activities:
Proceeds from issuance of common stock		275,000
Proceeds from exercise of Warrants	265,000
Repayment on notes payable		(15,000)
Repayment of debt	(10,648)	(9,832)
Net cash provided by financing activities	254,352	250,168
Net change in cash	(38,869)	(1,287)
Cash, beginning balance	643,143	345,187
Cash, end of period	604,274	343,900
Supplemental disclosures of cash flow information:
Cash Paid for Interest	3,454	7,088
Cash Paid for Income Taxes

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Company Overview

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Company Overview

Note 1. Company Overview

Brownie’s Marine Group, Inc. (the “Company”)(1) designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation, incorporated in 1981 (“Trebor” or “BTL”), (2) 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 incorporated in 2017 (“BHP”) and doing business as LW Americas (“LWA”) and (3) develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”). On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation incorporated in 2017, and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company.

Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.

On February 13, 2022 the Company filed with the Florida Department of State, the articles of incorporation for a new wholly owned subsidiary, Live Blue, Inc. (“LBI”). LBI was established to enter into a guided tour business model that will utilize the technology developed by BLU3 to provide new users and interested divers a guided tour experience. There was no activity in this subsidiary for the three months ended March 31, 2022.

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Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

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, 2021 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 Annual Report on Form 10-K for the year ended December 31, 2021 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 the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per EIN. At March 31, 2022 and December 31, 2021, the Company had approximately $118,292 and $205,500, respectively in excess of the FDIC insured limit.

Foreign Currency Forward Contracts

We use foreign currency forward contracts to hedge specific forecasted transactions denominated in foreign currencies, manage exchange rate volatility in the translation of foreign earnings, and reduce exposures to foreign currency fluctuations of certain assets and liabilities denominated in foreign currencies.

The foreign currency forward hedging contracts outstanding as of March 31, 2022 have settlement dates within 6 months. The spot rate components of these foreign currency forward contracts are designated as cash flow hedges and any unrealized gains or losses are reported in other comprehensive income and reclassified to the Consolidated Statement of Income in the same periods during which the underlying hedged transactions affect earnings. If a hedging relationship is terminated with respect to a foreign currency forward contract, accumulated gains or losses associated with the contract remain in OCI until the hedged forecasted transaction occurs and are reclassified to operations in the same periods during which the underlying hedged transactions affect earnings.

Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021:

	Notional Amount
Foreign Currency	March 31, 2022 (unaudited)		December 31, 2021
Euro	$	223,970		-
Total	$	223,970	$	-

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 $46,555 and $46,555 at March 31, 2022 and December 31, 2021, respectively.

Inventory

Inventory consists of the following:

	March 31, 2022 (unaudited)		December 31, 2021
In-Transit inventory	$	8,300	$	130,000
Raw materials		1,029,901		1,144,190
Work in process		95,334		99,958
Finished goods		895,657		521,212
Inventory, net	$	2,029,192	$	1,895,260

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 March 31, 2022. 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 months ended March 31, 2022 the lease expenses were approximately $64,200, and approximately $32,800 for the three months ended March 31, 2022 and 2021, respectively. Cash paid for operating liabilities for the three months ended March 31, 2022 was approximately $64,400 and $32,700 for the three months ended March 31, 2021.

Supplemental balance sheet information related to leases was as follows:

Operating Leases	March 31, 2022 (unaudited)
Right-of-use assets	$	397,208
Current lease liabilities	$	208,623
Non-current lease liabilities		189,134
Total lease liabilities	$	397,757

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 March 31, 2022 and March 31, 2021, 244,052,947 and 209,753,340, 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

ASU 2019-12 Income Taxes (Topic 740)

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures.

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Going Concern

3 Months Ended

Mar. 31, 2022

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 three months ended March 31, 2022, the Company incurred a net loss of $444,092 of which $265,534 is non-cash stock related compensation and shares issued for service. At March 31, 2022, the Company had an accumulated deficit of $14,988,696. Despite a working capital surplus of approximately $1,702,817 at March 31, 2022, 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

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Note 4. Related Party Transactions

The Company sells products to Brownies Southport Divers, Brownies Yacht Toys and Brownies Palm Beach Divers, companies owned by the brother of Robert 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 13.8% and 21.2% of the net revenues for the three months ended March 31, 2022 and March 31, 2021, respectively. Accounts receivable from these entities totaled $75,066 and $75,792, at March 31, 2022 and December 31, 2021, respectively.

The Company sells products to BGL and 940 A, entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totaled $2,074 and $1,509 at March 31, 2022 and December 31, 2021, respectively.

The Company had accounts payable to related parties of $18,032 and $37,267 at March 31, 2022 and December 31, 2021, respectively. The balance payable at March 31, 2022 is comprised of $5,000 due to Robert Carmichael, and $13,032 to BGL. At December 31, 2021 this account was comprised of $5,000 due to Robert Carmichael, and $32,267 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 agreements. The agreements provide that the Company pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the three months ended March 31, 2022 and 2021 were $12,789 and $11,593, respectively. The accrued royalty for March 31, 2022 was approximately $7,700 and is included in other liabilities.

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

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Convertible Promissory Notes and Notes Payable

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Convertible Promissory Notes and Notes Payable

Note 5. Convertible Promissory Notes and Notes Payable

Convertible Promissory Notes

Convertible promissory notes consisted of the following at March 31, 2022:

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.
12/01/17	12/31/21		6	%		50,000		(12,500	)		-		-			-		-		(1	)
12/05/17	12/31/21		6	%		50,000		(12,500	)				-							(2	)
9/03/21	9/03/24		8	%		346,500		(12,355	)		346,500		(9,727	)		336,773		16,170		(3	)
9/03/21	9/03/24		8	%		3,500		(125	)		3,500		(97	)		3,403		140		(4	)
										$	350,000	$	(9,824	)	$	340,176	$	16,310

(1) On December 1, 2017, the Company issued a 6% secured convertible promissory note in the principal amount of $50,000, initially due December 1, 2018, subject to extension. The note is secured by the assets of the Company and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

The conversion price of 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 noteholder may convert the note 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 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, the note and accrued interest of $10,554 were converted by the holder into 6,055,358 shares of common stock in accordance with the terms of the note.

(2)	On December 5, 2017, the Company entered into a 6% secured convertible promissory note in the principal amount of $50,000, 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, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert 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 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. On August 18, 2021, this note and accrued interest of $11,145 were converted by the holder into 6,114,516 shares of common stock in accordance with the terms of the note
(3)	On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,550 to Summit Holding V, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in shares of common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and interest at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature.

(4) On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and unpaid interest at a conversion price of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature.

Loan Payable

Marlin Note

On September 30, 2019 the Company, through 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 in 36 equal monthly installments of $3,144 (the “Marlin Note”). The equipment finance agreement contains customary events of default. The loan balance was $21,256 as of March 31, 2022.

	Payment Amortization
2022 (9 months remaining)		21,256
Total Loan Payments	$	21,256
Current portion of Loan payable		(21,256	)
Non-Current Portion of Loan Payable	$	-

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 Robert Carmichael. The first payment was due on October 5, 2020. The loan balance as of March 31, 2022 is $39,399.

	Payment Amortization
2022 (9 months remaining)	$	8,379
2023	$	11,168
2024	$	11,168
2025 and thereafter	$	8,684
Total note payments	$	39,399
Current portion of note payable	$	(11,168	)
Non-Current Portion of notes payable	$	28,231

Navitas Note

On May 19, 2021 the Company, through its wholly owned subsidiary BLU3, executed an equipment finance agreement for the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $79,309 payable in 60 equal monthly installments of $1,611 (the “Navitas Note”). The equipment finance agreement contains customary events of default. The agreement was fully funded as of September 30, 2021.

	Payment Amortization
2022 (9 months remaining)		10,873
2023		15,342
2024		16,629
2025		18,204
2026		6,007
Total Note Payments	$	67,055
Current portion of Note payable		(14,443	)
Non-Current Portion of Note Payable	$	52,612

Alliance Lease

On January 19, 2022, SSI entered into a capital lease with Alliance Funding Group (“lessor”) to secure a new piece of essential equipment for its operations. The lease has a 36 month term with a monthly payment of $3,522. At the end of the lease SSI has the option to purchase the equipment for $3,522 plus applicable taxes. The total purchase price of the equipment was $108,675. The vendor has determined that they are unable to supply the equipment, and the purchase order for this equipment was cancelled in May, 2022. The lessor initially funded fifty percent of the purchase price or approximately $54,000 directly to the vendor which the vendor has committed to return once properly instructed by the lessor. For the three months ending March 31, 2022, the Company made payments against this lease totaling approximately $8,600 which are recorded as deposits.

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Business Combination

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

Note 6. Business Combination

Merger with Submersible Systems, Inc.

On September 3, 2020, the Company completed its merger with SSI. Under the terms of the Merger Agreement, the Company paid $1.79 million, consisting of the issuance of 27,305,442 shares of its common stock (valued at $1.4 million) and the issuance of 8% unsecured convertible promissory notes in the aggregate principal amount of $350,000 in exchange for all of the equity of SSI. The 27,305,442 shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the following:

Holding Period from Closing Date	Percentage of shares eligible to be sold or transferred
6 months	Up to 12.5%
9 months	Up to 25.0%
24 months	Up to 75.0%
36 months	Up to 100.0%

The leak-out restriction may be waived by the Company, upon written request by a Seller, if the Company’s common stock is trading on the NYSE American or Nasdaq, and has a rolling 30-day average trading volume of 50,000 shares per day; provided, however, that (i) only up to 5% of the previous days total volume can be sold in one day and (ii) only through executing trades “On the Offer.”

The transaction costs associated with the Merger were $65,000 in legal fees paid in $40,000 in cash, and 1,190,476 shares of the Company’s common stock with a fair value of $55,952.

Fair Value of Consideration Transferred and Recording of Assets Acquired

The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including an amount for goodwill:

Common stock, 27,305,442 shares at fair market value	$	1,449,919
8% unsecured, convertible promissory note payable to seller		350,000
Total purchase price	$	1,799,919
Tangible assets acquired	$	1,101,604
Liabilities assumed		(294,671	)
Net tangible assets acquired		806,933
Identified Intangible Assets
Customer relationships	$	600,000
Trademarks		121,000
Non-compete agreements		22,000
Total intangible assets		743,000
Goodwill	$	249,986
Total purchase price	$	1,799,919

The value of the stock was calculated based on the volume weighted average price (“VWAP”) of a share of the Company’s common stock on the OTC Markets for (i) 180 days prior to the date of the parties’ execution and delivery of the binding term sheet for the Merger or (ii) 180 days prior to the closing date of the Merger, whichever results in a lower VWAP which resulted in a conversion price of $0.051271831 and the issuance of 27,305,442 shares of common stock with a fair value of $1,449,919 on the closing date.

Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing.

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes.

As of March 31, 2022, the Company recorded an estimated fair value of the intangible assets and goodwill of $992,986 based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined.

Pro Forma Information

The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2021. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs.

	Three months ended March 31, 2021
Revenue	$	1,282,571
Net Loss	$	(494,619	)
Basic and Diluted Loss per Share	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		337,731,960

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amounts above for basic and diluted weighted average shares outstanding have been adjusted to include the stock issued in connection with the acquisition of SSI.

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Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Note 7. Goodwill and Intangible Assets, Net

The following table sets for the changes in the carrying amount of the Company’ Goodwill for the quarter ended March 31, 2022

	2022
Balance, January 1	$	249,986
		-
Balance, March 31	$	249,986

The following table sets for the components of the Company’s intangible assets at March 31, 2022:

	Amortization Period (Years)		Cost		Accumulated Amortization			Net Book Value
Intangible Assets Subject to amortization
Trademarks		15	$	121,000	$	(4,653	)	$	116,347
Customer Relationships		10		600,000		(35,000	)		565,000
Non-Compete Agreements		5		22,000		(2,567	)		19,433
Total			$	743,000	$	(42,220	)	$	700,780

The aggregate amortization remaining on the intangible assets as of March 31, 2022 is a follows:

	Intangible Amortization
2022 (9 months remaining)	$	54,350
2023		72,467
2024		72,467
2025		72,467
2026		71,367
Thereafter		357,662
Total	$	700,780

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Shareholders’ Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Shareholders’ Equity

Note 8. Shareholders’ Equity

Common Stock

On January 17, 2022, the Company issued a law firm 1,000,000 shares of common stock with a fair market value of $27,500 as part of the agreed upon compensation for a representation agreement.

On January 31, 2022, the Company issued a consultant 121,212 shares of common stock with a fair market value of $4,000 for consulting services related to the dive industry.

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

On February 28, 2022, the Company issued a consultant, 85,106 shares of common stock with a fair market value of $4,000 for consulting services related to the dive industry.

Preferred Stock

During the second quarter of 2010, the holders 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 March 31, 2022, and December 31, 2021, the 425,000 shares of Series A Convertible Preferred Stock are owned by Robert 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-qualified 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. 25,000,000 shares are reserved for issuance under the Plan. The term of the Plan is ten years.

Equity Compensation Plan Information as of March 31, 2022:

	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		2,200,000	$	.0431		22,800,000
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		2,200,000	$	.0434		22,800,000

Options

On April 14, 2020, the Company entered into a Non-Qualified Stock Option Agreement with Richard 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 $0.045 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%, and (iv) expected volatility of 320%. The Company analyzed the likelihood that the vesting qualifications would be met. As of December 31, 2021, 25,000,000 of options were vested as the targeted net revenues were reached and 3 quarters of Tranche 2 was also met and fully expensed through December 31, 2021. For the three months ended March 31, 2022 the Company revenues reached the target revenues for Tranche 2, and an additional 25,000,000 shares of the option vested. Stock option expense recognized during the three months ended March 31, 2022 for this option was $218,505.

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. As part of the Constable Option Agreement, the Company 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 $0.0184 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:

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 $0.0184 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%, and (iv) expected volatility of 312.2%. The Company analyzed the likelihood that the vesting qualifications would be met, and as of March 31, 2022, through December 31, 2021 it was deemed that the Company met the qualifications for 4 quarters for the first tranche of options, and 3 quarters for Tranche 2 and expensed a total of $82,734. For the first quarter, 2022 the Company did not meet the qualifications to vest for an additional quarter, therefore, there was no stock option expense recognized for the three months ended March 31, 2022.

On 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 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 three months ended March 31, 2022 was $4,142.

On August 1, 2021 as part of the Blake Carmichael Employment Agreement (as defined below), the Company granted Blake Carmichael a 5 year option to purchase 3,759,400 shares of the Company’s common stock at an exercise price of $0.0399, (the “BC Compensation Options”). The BC Compensation Options vest 33.3% upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date. The fair value of the options on the date of the grant was $149,076 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .25%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, and (iv) expected volatility of 346.36%. The Company expensed $49,692 as of December 31, 2021, and did not recognize any additional expense for the three months ended March 31, 2022.

As part of the Blake Carmichael Agreement, the Company granted Blake Carmichael a 5-year option to purchase up to 18,000,000 shares of common stock to vest annually on a contract year basis, based upon the achievement of certain revenue and EBITA financial metrics. The fair value of the BC Bonus Options was $713,777 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.25%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, (iv) expected volatility of 346.36%, and (v) exercise price of 0.0399 per share. The Company analyzed the likelihood that the vesting qualifications would be met, and as of March 31, 2022, through December 31, 2021 it was deemed that it was likely that 500,000 shares would be issued at the end of contract year 1, and this was fully expensed as of December 31, 2021. For the three months ended March 31, 2022 there were no material changes to vesting qualifications and no stock option expense was recognized.

During the third quarter of 2021 the Company issued options to purchase up to an aggregate of 175,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $.044 to $.049 per share for a periods ranging from three to four years from the date of issuance, with quarterly vesting periods over one to two years. The fair value of the options totaled $7,149 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate from .155% to .20%, (ii) expected life of 1.5 to 2 years, (iii) dividend yield of 0%, and (iv) expected volatility of 249.38% to 287.12%. The stock options expense recognized for the three months ended March 31, 2022 was $1,494.

On September 3, 2021, the Company issued options to purchase up to an aggregate of 300,000 shares of common stock to Christeen Buban, President of SSI, under the Plan. The options were issued pursuant to the Buban Employment Agreement and a stock option grant agreement and are exercisable at $0.053 per share for a period of five 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 $15,814 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.315%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, and (iv) expected volatility of 339.21%. The stock options expense recognized for the three months ended March 31, 2022 was $1,977.

As part of the Buban Agreement, the Company is also obligated to enter into a Non-Qualified Stock option agreement (the “Buban Bonus Options”) that will grant Ms. Buban a 5-year option to purchase up to 7,110,000 shares which vest annually on a contract year basis, based upon the achievement of certain revenue and EBITA financial metrics. The fair value of the Buban Bonus Options was $374,786 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .3150%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, (iv) expected volatility of 339.21%, and (v) exercise price of $0.0531 per share. The measurement period for these options began on September 3, 2021. The company analyzed the likelihood that vesting qualifications would be met during the contract year and deemed that there was no option expense to be recognized for the three months ended March 31, 2022.

On September 3, 2021 the Company issued options to purchase up to an aggregate of 500,000 shares of common stock to various employees of SSI under the Plan. The options were issued pursuant to a stock option grant agreement and is exercisable at $0.0531 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 $25,201 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.21%, (ii) expected life of 2 years, (iii) dividend yield of 0%, (iv) expected volatility of 276.1%. The stock options expense recognized for the three months ended March 31, 2022 was $3,150.

During the fourth quarter of 2021 the Company issued options to purchase up to an aggregate of 100,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $.040 to $.0419 per share for a period of four years of from the date of issuance, with quarterly vesting periods over two years. The fair value of the options totaled $3,863 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .204% (ii) expected life of 2 years, (iii) dividend yield of 0%, (iv) expected volatility of 249.38% to 287.12%. The stock options expense recognized for the three months ended March 31, 2022 was $483.

On November 5, 2021 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 2,403,846 shares of the Company’s common stock at an exercise price of $0.041 (the “Compensation Options”). The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $98,976 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .53%, (ii) expected life of 2.5 years, (iii) dividend yield of 0%, and (iv) expected volatility of 269.12%. This stock option was fully expensed as of December 31, 2021.

On January 21, 2022 the Company issued options to purchase up to an aggregate of 75,000 shares of common stock to an employee under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at $0.032 per share for a period of four years from the date of issuance, with quarterly vesting periods over two years. The fair value of the options totaled $2,259 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 1.016% (ii) expected life of 2 years, (iii) dividend yield of 0%, and (iv) expected volatility of 266.8%. The stock options expense recognized for the three months ended March 31, 2022 was $283.

A summary of the Company’s outstanding stock options as of December 31, 2021, and changes during the three months ended March 31, 2022 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		233,128,266	$	0.0362		2.23	$	795,201
Granted		75,000		0.0320
Forfeited
Exercised		-		-
Outstanding – March 31, 2022 (unaudited)		233,203,266	$	0.0362		1.98
Exercisable – March 31, 2022 (unaudited)		101,333,874	$	0.0326		1.81	$	1,063,526

Warrants

On September 1, 2021, the Company issued Mr. Charles F. Hyatt, a member of our Board of Directors, 10,000,000 units of the securities of the Company, with the unit consisting of 1 share of common stock and 1 two year common stock purchase warrants exercisable at $0.025 per share in consideration of $250,000. The Company did not pay any fees or commissions in connection with the sale of the unit.

On September 1, 2021, the Company issued Ms. Grace Hyatt, the adult child of a member of our Board of Directors, 600,000 units of the securities of the Company, with the unit consisting of 1 share of common stock and 1 two year common stock purchase warrants exercisable at $0.025 per share in consideration of $15,000. The Company did not pay any fees or commissions in connection with the sale of the unit.

In September, 2021, the Company issued 4,000,000 units of the securities of the Company to three accredited investors, with the unit consisting of 1 share of common stock and 1 two year common stock purchase warrants exercisable at $0.025 per share in consideration of $100,000. The Company did not pay any fees or commissions in connection with the sale of the unit.

On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise of a warrant at $0.025 per share in consideration of $250,000.

On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $0.025 per share in consideration of $15,000.

A summary of the Company’s warrants as of December 31, 2021 and changes during the three months ended March 31, 2022 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		14,600,000		$	0.025		1.67	$	153,300
Granted
Exercised		(10,600,000	)	$	0.025
Forfeited or Expired		-
Outstanding – March 31, 2022		4,000,000		$	0.025		1.44
Exercisable – March 31, 2022		4,000,000		$	0.025		1.44	$	64,400

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Commitments and contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 9. 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 a $5,367 security deposit; base rent of approximately $4,000 per month over the term of the lease plus sales tax; and payment of 10.76% of annual operating expenses (common areas maintenance), which was approximately $2,000 per month subject to periodic adjustment. On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, extending the term of the lease for an additional eighty-four months, expiring September 30, 2024. The base rent was increased to $4,626 per month with a 3% annual escalation throughout the amended term.

On January 4, 2018, the Company entered into a sixty-one month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2018. Terms included base rent of approximately $9,300 per month for the first 12 months with an annual escalation clause of 2.5%. The Company paid a security deposit of $8,450 upon entering into the lease.

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; a $6,527 security deposit; initial base rent of approximately $4,848 per month escalating at 3% per year during the term of the lease plus Florida state sales tax and 10.11% of the buildings annual operating expenses (common area maintenance) which is approximately $1,679 per month, subject to adjustment as provided in the lease.

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 terminates the Agreement with STS prior to December 31, 2023, the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $200,174 for the years 2019 through 2024. In accordance with the amendment the Company will pay additional minimum royalties of $60,000 per year or $15,000 per quarter for the years 2022 through 2024. Royalty recorded in relation to this agreement totaled $43,608 and $13,704 for the three months ended March 31, 2022 and 2021, respectively.

On June 9, 2020, the Company entered into a one-year advertising and marketing agreement with Figment Design for $8,840 per month which agreement terminated on July 31, 2021.

On November 5, 2020, the Company and Christopher Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable serves 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 Company’s common stock on the date of issuance. Accordingly, on November 5, 2020, Mr. Constable was issued an option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $0.0184 per share and on November 5, 2021, he was issued an option to purchase 2,403,846 shares of the Company’s common stock at an exercise price of $0.0401 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 Equity Partners. This agreement was not renewed at March 1, 2022.

On August 1, 2021, the Company and Blake Carmichael entered into a three year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael shall serve as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael shall receive (i) an annual base salary of $120,000, payable in accordance with the customary payroll practices of the Company, and (ii) a cash bonus equal to 5% of the net income of BLU3 payable quarterly, beginning with the first full calendar quarter after the execution of the agreement. (iii) issuable upon execution of the Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $0.0399, 33.3% of which stock vests immediately, 33.3% vests on the second anniversary, and 33.3% on the third anniversary of the agreement.

In addition, Blake Carmichael shall be entitled to receive a five-year stock option to purchase up to 18,000,000 shares of common stock at an exercise price equal to $0.0399 per share that will vest upon defined financial metrics that are measured on a contract year basis. The metrics defined in the agreement escalate the shares available to vest based upon a revenue measurement, expediency measurement and an EBITDA measurement.

On August 6, 2021 the Company entered into a six-month, non-exclusive mergers and acquisitions services agreement with Newbridge Securities Corporation. The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate purchase price consideration and six percent on the aggregate purchase price consideration above two million dollars for any merger or acquisition target sourced by Newbridge. The fee shall be paid in the common stock of the Company. The equity received is subject to a holding period of six months from the closing date of the transaction. This agreement was not renewed.

On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Mrs. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance totaling $10,800 per year, (iii) a five-year stock option issued under the Plan to purchase 300,000 shares of common stock of the Company at $0.0531 per share. The option vests quarterly over the next eight calendar quarters.

In addition, Mrs. Buban shall be entitled to receive a five-year stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $0.0531 per share that will vest upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement,

On January 17, 2022 the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefor, the Company will pay CLG a monthly flat fee of $3,000 per month for the SEC reporting work, and its normal hourly rate for any other legal work and issued 1,000,000 shares of common stock with a fair market value of $27,500 to CLG.

Legal

The Company was 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. The Company pays monthly installments of $1,000 and is current in its payments. As of March 31, 2022 the balance remaining is $1,000.

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Segment Reporting

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

Note 10. Segment Reporting

The Company has four operating segments as described below:

1.	SSA Products, which sells recreational multi-diver surface supplied air 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.
4.	Redundant Air Tank Systems, which manufactures and distributes a line of high pressure tanks and redundant air systems for the military and recreational diving industries.

Three Months Ended

March 31

(unaudited)

	Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Redundant Air Tank Systems					Total Company
	2022			2021			2022			2021			2022			2021			2022			2021		2022			2021
Net Revenues	$	581,109		$	466,043		$	276,817		$	150,128		$	794,587		$	334,598		$	322,456		$	-	$	1,974,969		$	950,769
Cost of Revenue		(461,958	)		(369,826	)		(160,791	)		(81,178	)		(416,958	)		(188,793	)		(259,502	)		-		(1,299,209	)		(639,797	)
Gross Profit		119,151			96,217			116,026			68,950			377,629			145,805			62,952			-		675,760			310,972
Depreciation		4,370			3,812			-			-			4,478			2,418			25,011			-		33,859			6,230
Income (loss) from operations	$	(369,590	)	$	(444,151	)	$	40,459		$	9,366		$	16,762		$	(12,385	)	$	(121,530	)	$	-		(433,899	)	$	(447,170	)
																									-
Total Assets	$	1,427,324		$	1,503,762		$	460,496		$	265,604		$	1,037,192		$	511,621		$	1,995,439		$	-	$	4,920,451		$	2,280,987

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Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 11. Subsequent Events

On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and Live Blue, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“Live Blue”). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets, for $150,000 which was paid by (i) the issuance to of an aggregate of 3,084,831 shares of the Company’s common stock to the LLC Members, at a price of $0.0389 per share (the “Consideration Shares”); and (ii) cash of $30,000 (the “Gold Coast Scuba Acquisition”).

The Consideration Shares are subject to a leak-out restriction which provides that (i) up to 25% of such Consideration Shares may be sold after November 2, 2022; (ii) an additional 25% may be sold after February 2, 2023; and (iii) the balance may be sold after May 2, 2023. The Company may waive these restrictions if the Company’s common stock is trading on either the NYSE American or Nasdaq and has a rolling thirty-day average trading volume of $50,000 in trading volume per day. If the Company waives the leak-out restriction, only Consideration Shares of up to 5% of the previous days total volume may be sold in one day, and the may only be sold through executing trades “on the offer.”

In connection with the acquisition, the LLC Members entered into five-year confidentiality, non-competition and non-solicitation agreements with the Company and Live Blue which contain standard provisions, including that the LLC Members not engage in any business that supplies the same product or services as Gold Coast Scuba within certain areas of the United States or that competes with Gold Coast Scuba’s business in any market in which it operates as of the closing.

Gold Coast Scuba is in the business of providing recreational scuba diving equipment rental, training and education programs, as well as dive travel, guided snorkeling tours, and dive club activities.

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

3 Months Ended

Mar. 31, 2022

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, 2021 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 Annual Report on Form 10-K for the year ended December 31, 2021 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 the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per EIN. At March 31, 2022 and December 31, 2021, the Company had approximately $118,292 and $205,500, respectively in excess of the FDIC insured limit.

Foreign Currency Forward Contracts

Foreign Currency Forward Contracts

We use foreign currency forward contracts to hedge specific forecasted transactions denominated in foreign currencies, manage exchange rate volatility in the translation of foreign earnings, and reduce exposures to foreign currency fluctuations of certain assets and liabilities denominated in foreign currencies.

The foreign currency forward hedging contracts outstanding as of March 31, 2022 have settlement dates within 6 months. The spot rate components of these foreign currency forward contracts are designated as cash flow hedges and any unrealized gains or losses are reported in other comprehensive income and reclassified to the Consolidated Statement of Income in the same periods during which the underlying hedged transactions affect earnings. If a hedging relationship is terminated with respect to a foreign currency forward contract, accumulated gains or losses associated with the contract remain in OCI until the hedged forecasted transaction occurs and are reclassified to operations in the same periods during which the underlying hedged transactions affect earnings.

Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021:

	Notional Amount
Foreign Currency	March 31, 2022 (unaudited)		December 31, 2021
Euro	$	223,970		-
Total	$	223,970	$	-

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 $46,555 and $46,555 at March 31, 2022 and December 31, 2021, respectively.

Inventory

Inventory consists of the following:

	March 31, 2022 (unaudited)		December 31, 2021
In-Transit inventory	$	8,300	$	130,000
Raw materials		1,029,901		1,144,190
Work in process		95,334		99,958
Finished goods		895,657		521,212
Inventory, net	$	2,029,192	$	1,895,260

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 $46,555 and $46,555 at March 31, 2022 and December 31, 2021, respectively.

Inventory

Inventory

Inventory consists of the following:

	March 31, 2022 (unaudited)		December 31, 2021
In-Transit inventory	$	8,300	$	130,000
Raw materials		1,029,901		1,144,190
Work in process		95,334		99,958
Finished goods		895,657		521,212
Inventory, net	$	2,029,192	$	1,895,260

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 March 31, 2022. 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 months ended March 31, 2022 the lease expenses were approximately $64,200, and approximately $32,800 for the three months ended March 31, 2022 and 2021, respectively. Cash paid for operating liabilities for the three months ended March 31, 2022 was approximately $64,400 and $32,700 for the three months ended March 31, 2021.

Supplemental balance sheet information related to leases was as follows:

Operating Leases	March 31, 2022 (unaudited)
Right-of-use assets	$	397,208
Current lease liabilities	$	208,623
Non-current lease liabilities		189,134
Total lease liabilities	$	397,757

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 March 31, 2022 and March 31, 2021, 244,052,947 and 209,753,340, 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

ASU 2019-12 Income Taxes (Topic 740)

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures.

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

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Inventory

Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021:

	Notional Amount
Foreign Currency	March 31, 2022 (unaudited)		December 31, 2021
Euro	$	223,970		-
Total	$	223,970	$	-

Schedule of Inventory

Inventory consists of the following:

	March 31, 2022 (unaudited)		December 31, 2021
In-Transit inventory	$	8,300	$	130,000
Raw materials		1,029,901		1,144,190
Work in process		95,334		99,958
Finished goods		895,657		521,212
Inventory, net	$	2,029,192	$	1,895,260

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases was as follows:

Operating Leases	March 31, 2022 (unaudited)
Right-of-use assets	$	397,208
Current lease liabilities	$	208,623
Non-current lease liabilities		189,134
Total lease liabilities	$	397,757

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Convertible Promissory Notes and Notes Payable (Tables)

3 Months Ended

Mar. 31, 2022

Short-Term Debt [Line Items]

Schedule of Convertible Debentures

Convertible promissory notes consisted of the following at March 31, 2022:

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.
12/01/17	12/31/21		6	%		50,000		(12,500	)		-		-			-		-		(1	)
12/05/17	12/31/21		6	%		50,000		(12,500	)				-							(2	)
9/03/21	9/03/24		8	%		346,500		(12,355	)		346,500		(9,727	)		336,773		16,170		(3	)
9/03/21	9/03/24		8	%		3,500		(125	)		3,500		(97	)		3,403		140		(4	)
										$	350,000	$	(9,824	)	$	340,176	$	16,310

(1) On December 1, 2017, the Company issued a 6% secured convertible promissory note in the principal amount of $50,000, initially due December 1, 2018, subject to extension. The note is secured by the assets of the Company and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

The conversion price of 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 noteholder may convert the note 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 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, the note and accrued interest of $10,554 were converted by the holder into 6,055,358 shares of common stock in accordance with the terms of the note.

(2)	On December 5, 2017, the Company entered into a 6% secured convertible promissory note in the principal amount of $50,000, 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, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert 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 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. On August 18, 2021, this note and accrued interest of $11,145 were converted by the holder into 6,114,516 shares of common stock in accordance with the terms of the note
(3)	On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,550 to Summit Holding V, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in shares of common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and interest at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature.

(4) On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and unpaid interest at a conversion price of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature.

Schedule of Future Amortization of Loans Payable

	Payment Amortization
2022 (9 months remaining)		21,256
Total Loan Payments	$	21,256
Current portion of Loan payable		(21,256	)
Non-Current Portion of Loan Payable	$	-

Mercedes Benz Note [Member]

Short-Term Debt [Line Items]

Schedule of Future Amortization of Loans Payable

	Payment Amortization
2022 (9 months remaining)	$	8,379
2023	$	11,168
2024	$	11,168
2025 and thereafter	$	8,684
Total note payments	$	39,399
Current portion of note payable	$	(11,168	)
Non-Current Portion of notes payable	$	28,231

Navitas Note [Member]

Short-Term Debt [Line Items]

Schedule of Future Amortization of Loans Payable

	Payment Amortization
2022 (9 months remaining)		10,873
2023		15,342
2024		16,629
2025		18,204
2026		6,007
Total Note Payments	$	67,055
Current portion of Note payable		(14,443	)
Non-Current Portion of Note Payable	$	52,612

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Business Combination (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of Holding Period and Shares Eligible To Sold

Holding Period from Closing Date	Percentage of shares eligible to be sold or transferred
6 months	Up to 12.5%
9 months	Up to 25.0%
24 months	Up to 75.0%
36 months	Up to 100.0%

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including an amount for goodwill:

Common stock, 27,305,442 shares at fair market value	$	1,449,919
8% unsecured, convertible promissory note payable to seller		350,000
Total purchase price	$	1,799,919
Tangible assets acquired	$	1,101,604
Liabilities assumed		(294,671	)
Net tangible assets acquired		806,933
Identified Intangible Assets
Customer relationships	$	600,000
Trademarks		121,000
Non-compete agreements		22,000
Total intangible assets		743,000
Goodwill	$	249,986
Total purchase price	$	1,799,919

Schedule of Business Acquisition, Pro Forma Information

	Three months ended March 31, 2021
Revenue	$	1,282,571
Net Loss	$	(494,619	)
Basic and Diluted Loss per Share	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		337,731,960

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Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill

The following table sets for the changes in the carrying amount of the Company’ Goodwill for the quarter ended March 31, 2022

	2022
Balance, January 1	$	249,986
		-
Balance, March 31	$	249,986

Summary of Intangible Assets

The following table sets for the components of the Company’s intangible assets at March 31, 2022:

	Amortization Period (Years)		Cost		Accumulated Amortization			Net Book Value
Intangible Assets Subject to amortization
Trademarks		15	$	121,000	$	(4,653	)	$	116,347
Customer Relationships		10		600,000		(35,000	)		565,000
Non-Compete Agreements		5		22,000		(2,567	)		19,433
Total			$	743,000	$	(42,220	)	$	700,780

Schedule of Estimated Intangible Assets Amortization Expenses

The aggregate amortization remaining on the intangible assets as of March 31, 2022 is a follows:

	Intangible Amortization
2022 (9 months remaining)	$	54,350
2023		72,467
2024		72,467
2025		72,467
2026		71,367
Thereafter		357,662
Total	$	700,780

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Shareholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Equity Compensation Plan Information

Equity Compensation Plan Information as of March 31, 2022:

	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		2,200,000	$	.0431		22,800,000
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		2,200,000	$	.0434		22,800,000

Schedule of Option Activity

A summary of the Company’s outstanding stock options as of December 31, 2021, and changes during the three months ended March 31, 2022 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		233,128,266	$	0.0362		2.23	$	795,201
Granted		75,000		0.0320
Forfeited
Exercised		-		-
Outstanding – March 31, 2022 (unaudited)		233,203,266	$	0.0362		1.98
Exercisable – March 31, 2022 (unaudited)		101,333,874	$	0.0326		1.81	$	1,063,526

Schedule of Warrants Activity

A summary of the Company’s warrants as of December 31, 2021 and changes during the three months ended March 31, 2022 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		14,600,000		$	0.025		1.67	$	153,300
Granted
Exercised		(10,600,000	)	$	0.025
Forfeited or Expired		-
Outstanding – March 31, 2022		4,000,000		$	0.025		1.44
Exercisable – March 31, 2022		4,000,000		$	0.025		1.44	$	64,400

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Three Months Ended

March 31

(unaudited)

	Legacy SSA Products						High Pressure Gas Systems						Ultra Portable Tankless Dive Systems						Redundant Air Tank Systems					Total Company
	2022			2021			2022			2021			2022			2021			2022			2021		2022			2021
Net Revenues	$	581,109		$	466,043		$	276,817		$	150,128		$	794,587		$	334,598		$	322,456		$	-	$	1,974,969		$	950,769
Cost of Revenue		(461,958	)		(369,826	)		(160,791	)		(81,178	)		(416,958	)		(188,793	)		(259,502	)		-		(1,299,209	)		(639,797	)
Gross Profit		119,151			96,217			116,026			68,950			377,629			145,805			62,952			-		675,760			310,972
Depreciation		4,370			3,812			-			-			4,478			2,418			25,011			-		33,859			6,230
Income (loss) from operations	$	(369,590	)	$	(444,151	)	$	40,459		$	9,366		$	16,762		$	(12,385	)	$	(121,530	)	$	-		(433,899	)	$	(447,170	)
																									-
Total Assets	$	1,427,324		$	1,503,762		$	460,496		$	265,604		$	1,037,192		$	511,621		$	1,995,439		$	-	$	4,920,451		$	2,280,987

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Schedule of Inventory (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Total	$ 223,970
In-Transit inventory	8,300	130,000
Raw materials	1,029,901	1,144,190
Work in process	95,334	99,958
Finished goods	895,657	521,212
Inventory, net	2,029,192	1,895,260
Euro Member Countries, Euro
Total	$ 223,970

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Schedule of Supplemental Balance Sheet Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Right-of-use assets	$ 397,208	$ 454,475
Current lease liabilities	208,623	232,283
Non-current lease liabilities	189,134	$ 222,899
Total lease liabilities	$ 397,757

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Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Cash, FDIC Insured Amount	$ 118,292		$ 205,500
Accounts Receivable, Allowance for Credit Loss, Current	46,555		$ 46,555
Operating Lease, Expense	64,200	$ 32,800
Operating Lease, Payments	$ 64,400	$ 32,700
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	244,052,947	209,753,340
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash, FDIC Insured Amount	$ 250,000

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Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 444,092
Non cash stock related compensation	265,534
Retained Earnings (Accumulated Deficit)	14,988,696	$ 14,544,604
Working capital surplus	$ 1,702,817

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Related Party Transactions (Details Narrative) - USD ($)			3 Months Ended
	Feb. 02, 2022	Sep. 01, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts Payable, Related Parties, Current			$ 18,032		$ 37,267
Accounts Receivable, Related Parties, Current			$ 77,140		77,301
Royalties percentage			2.50%
Royalty Expense			$ 12,789	$ 11,593
Accrued royalty			$ 7,700
Warrant exercise price			$ 0.0434
Shares issued for cash				$ 275,000
Robert Carmichael [Member]
Related Party Transaction [Line Items]
Accounts Payable, Related Parties, Current			$ 5,000		5,000
Brownies Global Logistics LLC [Member]
Related Party Transaction [Line Items]
Accounts Payable, Related Parties, Current			13,032		32,267
Mr. Charles F. Hyatt [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	10,000,000	10,000,000
Warrant exercise price	$ 0.025	$ 0.025
Shares issued for cash	$ 250,000
Ms Grace Kelly Hyatt [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares	600,000
Warrant exercise price	$ 0.025
Shares issued for cash	$ 15,000
Robert Carmichael [Member]
Related Party Transaction [Line Items]
Accounts Receivable, Related Parties, Current			2,074		1,509
Other Customers [Member]
Related Party Transaction [Line Items]
Accounts Payable, Related Parties, Current			$ 75,066		$ 75,792
Other Customers [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member]
Related Party Transaction [Line Items]
Concentration Risk, Percentage			13.80%	21.20%

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Schedule of Convertible Debentures (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Debt Instrument [Line Items]
Period End Principal Balance	$ 350,000
Period End Discount Balance	(9,824)
Period End Balance, Net	340,176
Accrued Interest Balance	$ 16,310
Convertible Debenture One [Member]
Debt Instrument [Line Items]
Origination Date	Dec. 01, 2017	[1]
Maturity Date	Dec. 31, 2021	[1]
Interest Rate	6.00%	[1]
Debt Conversion, Original Debt, Amount	$ 50,000	[1]
Origination Discount Balance	(12,500)	[1]
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	Dec. 05, 2017	[2]
Maturity Date	Dec. 31, 2021	[2]
Interest Rate	6.00%	[2]
Debt Conversion, Original Debt, Amount	$ 50,000	[2]
Origination Discount Balance	(12,500)	[2]
Period End Discount Balance		[2]
Convertible Debenture Three [Member]
Debt Instrument [Line Items]
Origination Date	Sep. 03, 2021	[3]
Maturity Date	Sep. 03, 2024	[3]
Interest Rate	8.00%	[3]
Debt Conversion, Original Debt, Amount	$ 346,500	[3]
Origination Discount Balance	(12,355)	[3]
Period End Principal Balance	346,500	[3]
Period End Discount Balance	(9,727)	[3]
Period End Balance, Net	336,773	[3]
Accrued Interest Balance	$ 16,170	[3]
Convertible Debenture Four [Member]
Debt Instrument [Line Items]
Origination Date	Sep. 03, 2021	[4]
Maturity Date	Sep. 03, 2024	[4]
Interest Rate	8.00%	[4]
Debt Conversion, Original Debt, Amount	$ 3,500	[4]
Origination Discount Balance	(125)	[4]
Period End Principal Balance	3,500	[4]
Period End Discount Balance	(97)	[4]
Period End Balance, Net	3,403	[4]
Accrued Interest Balance	$ 140	[4]

[1] On December 1, 2017, the Company issued a 6% secured convertible promissory note in the principal amount of $50,000, initially due December 1, 2018, subject to extension. The note is secured by the assets of the Company and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

[2] On December 5, 2017, the Company entered into a 6% secured convertible promissory note in the principal amount of $50,000, 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, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

[3] On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,550 to Summit Holding V, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in shares of common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and interest at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature.

[4] On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and unpaid interest at a conversion price of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature.

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Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($)							3 Months Ended
		Sep. 03, 2021	Aug. 18, 2021	Jun. 10, 2021	Dec. 05, 2017	Dec. 01, 2017	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2019
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt								$ 10,000
Interest Payable							16,310
Convertible Debt							$ 340,176
Convertible Debenture One [Member]
Debt Instrument [Line Items]
Interest rate	[1]						6.00%
Debt maturity date	[1]						Dec. 31, 2021
Interest Payable	[1]
Convertible Debt	[1]
Convertible Debenture One [Member] | 6% Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Interest rate						6.00%
Principal amount						$ 50,000
Debt maturity date						Dec. 01, 2018
Gain (Loss) on Extinguishment of Debt						$ 32,000
Interest Payable				$ 10,554
Debt Conversion, Converted Instrument, Shares Issued				6,055,358
Convertible Debenture One [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Price						$ 0.02			$ 0.01
Convertible Debenture Two [Member]
Debt Instrument [Line Items]
Interest rate	[2]						6.00%
Debt maturity date	[2]						Dec. 31, 2021
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Interest rate					6.00%
Principal amount					$ 50,000
Debt maturity date					Dec. 04, 2018
Debt Instrument, Convertible, Conversion Price					$ 0.01
Maximum conversion of common stock, percentage					9.99%
Gain (Loss) on Extinguishment of Debt					$ 99,000
Interest Payable			$ 11,145
Debt Conversion, Converted Instrument, Shares Issued			6,114,516
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Price					$ 0.02
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Price					$ 0.125	$ 0.125
Convertible Debenture Three [Member]
Debt Instrument [Line Items]
Interest rate	[3]						8.00%
Debt maturity date	[3]						Sep. 03, 2024
Interest Payable	[3]						$ 16,170
Convertible Debt	[3]						$ 336,773
Convertible Debenture Three [Member] | Summit Holding LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Convertible, Conversion Price		$ 0.051272
Debt Instrument, Interest Rate, Effective Percentage		8.00%
Convertible Debt		$ 346,550
Debt Instrument Payment Rate Percentage		50.00%
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 12,355
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Maximum conversion of common stock, percentage						9.99%
Convertible Debenture Four [Member]
Debt Instrument [Line Items]
Interest rate	[4]						8.00%
Debt maturity date	[4]						Sep. 03, 2024
Interest Payable	[4]						$ 140
Convertible Debt	[4]						$ 3,403
Convertible Debenture Four [Member] | Tierra Vista Partners LLC [Member]
Debt Instrument [Line Items]
Interest rate		8.00%
Debt Instrument, Convertible, Conversion Price		$ 0.051272
Convertible Debt		$ 3,500
Debt Instrument Payment Rate Percentage		50.00%
Debt Instrument, Convertible, Beneficial Conversion Feature		$ 125

[1] On December 1, 2017, the Company issued a 6% secured convertible promissory note in the principal amount of $50,000, initially due December 1, 2018, subject to extension. The note is secured by the assets of the Company and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

[2] On December 5, 2017, the Company entered into a 6% secured convertible promissory note in the principal amount of $50,000, 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, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Robert Carmichael.

[3] On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,550 to Summit Holding V, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in shares of common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and interest at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature.

[4] On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI payable calendar quarterly. Interest is payable in common stock of the Company at a conversion price of $0.051272 per share, to be paid quarterly. The note holder may convert outstanding principal and unpaid interest at a conversion price of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature.

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Schedule of Future Amortization of Loans Payable (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Current portion of Note payable	$ (46,867)	$ (50,402)
Non-Current Portion of Note Payable	80,843	$ 87,956
Marlin Note [Member]
Short-Term Debt [Line Items]
2022 (9 months remaining)	21,256
2023
2024
2025
2025 and thereafter
2026
Total Note Payments	21,256
Current portion of Note payable	(21,256)
Non-Current Portion of Note Payable
Mercedes Benz Note [Member]
Short-Term Debt [Line Items]
2022 (9 months remaining)	8,379
2023	11,168
2024	11,168
2025 and thereafter	8,684
Total Note Payments	39,399
Current portion of Note payable	(11,168)
Non-Current Portion of Note Payable	28,231
Navitas Note [Member]
Short-Term Debt [Line Items]
2022 (9 months remaining)	10,873
2023	15,342
2024	16,629
2025	18,204
2026	6,007
Total Note Payments	67,055
Current portion of Note payable	(14,443)
Non-Current Portion of Note Payable	$ 52,612

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Convertible Promissory Notes and Notes Payable (Details Narrative) - USD ($)					3 Months Ended
	Jan. 19, 2022	May 19, 2021	Aug. 21, 2020	Sep. 30, 2019	Mar. 31, 2022	Mar. 31, 2021
Operating Lease, Payments					$ 64,400	$ 32,700
Marlin Capital Solutions [Member]
Debt instrument, face amount				$ 96,725
Debt Instrument, Term				36 months
Debt instrument, periodic payment				$ 3,144
Loan balance					21,256
Mercedes Benz [Member] | Installment Agreement [Member]
Debt instrument, face amount			$ 55,841
Debt Instrument, Term			60 months
Debt instrument, periodic payment			$ 931
Loan balance					39,399
Navitas Credit Corp [Member] | Installment Agreement [Member]
Debt instrument, face amount		$ 79,309
Debt Instrument, Term		60 months
Debt instrument, periodic payment		$ 1,611
SSI [Member]
Lessee, Finance Lease, Term of Contract	36 months
Short-Term Lease Payments	$ 3,522
Lessor, Sales-type Lease, Lessee Option to Purchase Underlying Asset	At the end of the lease SSI has the option to purchase the equipment for $3,522 plus applicable taxes. The total purchase price of the equipment was $108,675.
Operating Lease, Expenses	$ 54,000
Operating Lease, Payments					$ 8,600
SSI [Member] | Equipment [Member]
Property, Plant and Equipment, Gross	3,522
SSI [Member] | Machinery [Member]
Property, Plant and Equipment, Gross	$ 108,675

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Summary of Holding Period and Shares Eligible To Sold (Details)	3 Months Ended
	Mar. 31, 2022
6 Months [Member]
Business Acquisition [Line Items]
Holding period from closing date	6 months
Percentage of shares eligible to be sold	12.50%
9 Months [Member]
Business Acquisition [Line Items]
Holding period from closing date	9 months
Percentage of shares eligible to be sold	25.00%
24 Months [Member]
Business Acquisition [Line Items]
Holding period from closing date	24 months
Percentage of shares eligible to be sold	75.00%
36 Months [Member]
Business Acquisition [Line Items]
Holding period from closing date	36 months
Percentage of shares eligible to be sold	100.00%

XML

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - shares		3 Months Ended
	Sep. 03, 2020	Mar. 31, 2021
Common Stock [Member]
Stock Issued During Period, Shares, New Issues	27,305,442	27,500,000

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Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Sep. 03, 2020
Business Acquisition [Line Items]
Equity Issued in Business Combination, Fair Value Disclosure			$ 1,799,919
Tangible assets acquired			1,101,604
Liabilities assumed			(294,671)
Net tangible assets acquired			806,933
Total intangible assets			743,000
Goodwill	$ 249,986	$ 249,986	249,986
Total purchase price			1,799,919
Customer Relationships [Member]
Business Acquisition [Line Items]
Total intangible assets			600,000
Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Total intangible assets			121,000
Noncompete Agreements [Member]
Business Acquisition [Line Items]
Total intangible assets			22,000
BWMG Common Stock [Member]
Business Acquisition [Line Items]
Equity Issued in Business Combination, Fair Value Disclosure			1,449,919
Convertible Promissory Note Payable [Member]
Business Acquisition [Line Items]
Equity Issued in Business Combination, Fair Value Disclosure			$ 350,000

XML

Schedule of Business Acquisition, Pro Forma Information (Details)	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 1,282,571
Net Loss	$ (494,619)
Basic and Diluted Loss per Share | $ / shares	$ (0.00)
Basic and Diluted Weighted Average Common Shares Outstanding | shares	337,731,960

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Business Combination (Details Narrative) - USD ($)		3 Months Ended
	Sep. 03, 2020	Mar. 31, 2021	Mar. 31, 2022
Business Acquisition [Line Items]
Stock Issued During Period, Value, New Issues		$ 275,000
Submersible Systems Inc [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 1,790,000
Shares issued during acquisition	27,305,442
Stock Issued During Period, Value, Acquisitions	$ 1,400,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	27,305,442
Stock Issued During Period, Shares, New Issues	1,190,476
Business Acquisition, Transaction Costs	$ 65,000
Legal Fees	40,000
Payments to Acquire Businesses, Gross	$ 55,952
Debt Instrument, Convertible, Conversion Price	$ 0.051271831
Stock Issued During Period, Value, New Issues	$ 1,449,919
Business combination inventory assumed, decription	Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing
Shares, Issued			992,986
Submersible Systems Inc [Member] | NASDAQ Index Future [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, New Issues	50,000
Submersible Systems Inc [Member] | Unsecured Convertible Promissory [Member]
Business Acquisition [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Debt Instrument, Face Amount	$ 350,000

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Summary of Changes in Goodwill (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance, January 1	$ 249,986
Goodwill, Acquired During Period
Balance, March 31	$ 249,986

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Summary of Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible assets, cost	$ 743,000
Accumulated amortization	(42,220)
Intangible assets net book value	$ 700,780
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	15 years
Intangible assets, cost	$ 121,000
Accumulated amortization	(4,653)
Intangible assets net book value	$ 116,347
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	10 years
Intangible assets, cost	$ 600,000
Accumulated amortization	(35,000)
Intangible assets net book value	$ 565,000
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (Years)	5 years
Intangible assets, cost	$ 22,000
Accumulated amortization	(2,567)
Intangible assets net book value	$ 19,433

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Schedule of Estimated Intangible Assets Amortization Expenses (Details)	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (9 months remaining)	$ 54,350
2023	72,467
2024	72,467
2025	72,467
2026	71,367
Thereafter	357,662
Total	$ 700,780

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Schedule of Equity Compensation Plan Information (Details)	Mar. 31, 2022 $ / 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	2,200,000
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.0434
Number of securities remaining available for future issuances under equity compensation plans	22,800,000
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	2,200,000
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.0431
Number of securities remaining available for future issuances under equity compensation plans	22,800,000
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

XML

Schedule of Option Activity (Details)	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Equity [Abstract]
Number of options, Outstanding, Beginning balance | shares	233,128,266
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares	$ 0.0362
Weighted Average Remaining Contractual Life in Years, Beginning	2 years 2 months 23 days
Aggregate Intrinsic Value, Outstanding, Beginning balance | $	$ 795,201
Number of options, Granted | shares	75,000
Weighted Average Exercise Price, Granted | $ / shares	$ 0.0320
Number of optionss, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Number of options, Outstanding, Ending balance | shares	233,203,266
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares	$ 0.0362
Weighted Average Remaining Contractual Life in Years, Ending	1 year 11 months 23 days
Number of Options, Exercisable, Ending balance | shares	101,333,874
Weighted Average Exercise Price, Exercisable, Ending balance | $ / shares	$ 0.0326
Weighted Average Remaining Contractual Life in Years, Exercisable	1 year 9 months 21 days
Aggregate Intrinsic Value, Outstanding, Ending balance | $	$ 1,063,526

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Schedule of Warrants Activity (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants, Outstanding, Beginning balance	14,600,000
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares	$ 0.025
Weighted Average Remaining Contractual Life in Years, Beginning	1 year 8 months 1 day
Aggregate Intrinsic Value, Beginning balance | $	$ 153,300
Number of warrants, exercised	(10,600,000)
Weighted Average Exercise Price,exercised | $ / shares	$ 0.025
Number of warrants, forfeited
Number of Warrants, Outstanding, Ending balance	4,000,000
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares	$ 0.025
Weighted Average Remaining Contractual Life in Years, Ending	1 year 5 months 8 days
Number of Warrants, Exercisable	4,000,000
Weighted Average Exercise Price, Exercisable, Ending balance | $ / shares	$ 0.025
Weighted Average Remaining Contractual Life in Years, Exercisable	1 year 5 months 8 days
Aggregate Intrinsic Value, Ending balance | $	$ 64,400

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Shareholders’ Equity (Details Narrative) - USD ($)														1 Months Ended	3 Months Ended				12 Months Ended
	Feb. 28, 2022	Feb. 02, 2022	Jan. 31, 2022	Jan. 21, 2022	Jan. 17, 2022	Nov. 05, 2021	Sep. 03, 2021	Sep. 01, 2021	Aug. 01, 2021	Jun. 14, 2021	May 26, 2021	Nov. 05, 2020	Apr. 14, 2020	Apr. 30, 2011	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2021	Aug. 02, 2021	Jun. 30, 2010
Class of Stock [Line Items]
Common stock issued for services, shares															$ 35,500			$ 125,000
Warrant exercise price															$ 0.0434
Proceeds from Warrant Exercises															$ 265,000
Preferred stock, shares authorized															10,000,000	10,000,000			10,000,000		10,000,000
Preferred stock, shares outstanding															425,000	425,000			425,000
Aggregate stock option purchased															75,000
Stock options exercise price															$ 0.0362	$ 0.0362			$ 0.0362
Common stock shares purchase															233,203,266	233,128,266			233,128,266
Stock option expense															$ 4,142
Weighted average contractual term															1 year 11 months 23 days
Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Aggregate stock option purchased													125,000,000
Stock options exercise price													$ 0.045
Number of vested shares													75,000,000
Bonus Option [Member]
Class of Stock [Line Items]
Interest rate												0.14%
Expected life, minimum												2 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate												0.00%
Expected volatility												312.20%
Stock option expense															$ 82,734
Fair value granted												$ 578,082
Stock Options Grant Agreement [Member]
Class of Stock [Line Items]
Stock options exercise price										$ 0.036
Common stock shares purchase										1,125,000
Interest rate										0.21%
Expected life, minimum										2 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate										0.00%
Expected volatility										304.77%
Fair value granted										$ 38,369
Weighted average contractual term										4 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage										12.50%
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period										2 years
Blake Carmichael Agreement [Member]
Class of Stock [Line Items]
Stock options exercise price									$ 0.0399
Common stock shares purchase									3,759,400
Interest rate									0.25%
Expected life, minimum									2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate									0.00%
Expected volatility									346.36%
Stock option expense																			$ 49,692
Fair value granted									$ 149,076
Weighted average contractual term									5 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights									33.3% upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date.
Blake Carmichael Agreement [Member] | Contract Year One [Member]
Class of Stock [Line Items]
Shares issued for cash, shares																			500,000
Blake Carmichael Agreement One [Member]
Class of Stock [Line Items]
Stock options exercise price									$ 0.0399
Interest rate									0.25%
Expected life, minimum									2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate									0.00%
Expected volatility									346.36%
Fair value granted									$ 713,777
Weighted average contractual term									5 years
Blake Carmichael Agreement One [Member] | Maximum [Member]
Class of Stock [Line Items]
Common stock shares purchase									18,000,000											18,000,000
Option Grant Agreement [Member]
Class of Stock [Line Items]
Common stock shares purchase																100,000	175,000		100,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate																0.00%	0.00%
Stock option expense															1,494
Fair value granted																$ 3,863	$ 7,149
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum																0.204%	0.155%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum																	0.20%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum																	249.38%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum																	287.12%
Option Grant Agreement [Member] | Maximum [Member]
Class of Stock [Line Items]
Stock options exercise price																$ 0.0419	$ 0.049		$ 0.0419
Expected life, minimum																2 years	2 years
Weighted average contractual term																	4 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period																	2 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum																287.12%
Option Grant Agreement [Member] | Minimum [Member]
Class of Stock [Line Items]
Stock options exercise price																$ 0.040	$ 0.044		$ 0.040
Expected life, minimum																	1 year 6 months
Weighted average contractual term																	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period																	1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum																249.38%
Buban Agreement [Member]
Class of Stock [Line Items]
Stock options exercise price							$ 0.053
Common stock shares purchase							300,000
Interest rate							0.315%
Expected life, minimum							2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate							0.00%
Expected volatility							339.21%
Stock option expense							$ 10,800								1,977
Fair value granted							$ 15,814
Weighted average contractual term							5 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							12.50%
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period							2 years
Buban Agreement [Member] | Maximum [Member]
Class of Stock [Line Items]
Common stock shares purchase							7,110,000
Buban Agreement One [Member]
Class of Stock [Line Items]
Stock options exercise price							$ 0.0531
Interest rate							0.315%
Expected life, minimum							2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate							0.00%
Expected volatility							339.21%
Fair value granted							$ 374,786
Weighted average contractual term							5 years
Stock Option Grant Agreement [Member]
Class of Stock [Line Items]
Stock options exercise price							$ 0.0531
Interest rate							0.21%
Expected life, minimum							2 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate							0.00%
Expected volatility							276.10%
Stock option expense															3,150
Fair value granted							$ 25,201
Weighted average contractual term							4 years									4 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							12.50%
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period							2 years									2 years
Stock Option Grant Agreement [Member] | Maximum [Member]
Class of Stock [Line Items]
Common stock shares purchase							500,000
Non Qualified Stock Option Agreement [Member]
Class of Stock [Line Items]
Interest rate				1.016%		0.53%
Expected life, minimum				2 years		2 years 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				0.00%		0.00%
Stock option expense															$ 283
Fair value granted				$ 2,259		$ 98,976
Weighted average contractual term				4 years		5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period				2 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum				266.80%		269.12%
Share Price				$ 0.032		$ 0.041
Non Qualified Stock Option Agreement [Member] | Maximum [Member]
Class of Stock [Line Items]
Common stock shares purchase				75,000		2,403,846
Equity Incentive Plan [Member]
Class of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant											25,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period											10 years
Net Revenue Portion of the Option [Member] | Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Number of vested shares													50,000,000
Net Revenue Portion of the Option [Member] | Constable Option Agreement [Member]
Class of Stock [Line Items]
Number of vested shares												20,000,000
Net Revenue Portion of the Option One [Member] | Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Number of vested shares													25,000,000
Share based payment													$ 3,500,000
Net Revenue Portion of the Option Two [Member] | Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Number of vested shares													25,000,000
Share based payment													$ 7,000,000
Net Revenue Portion of the Option Three [Member] | Carmichael Option Agreement [Member]
Class of Stock [Line Items]
Number of vested shares													25,000,000
Share based payment													$ 10,500,000
Carmichael Option [Member]
Class of Stock [Line Items]
Number of vested shares															25,000,000				25,000,000
Common stock shares purchase													4,370,109
Interest rate													0.26%
Expected life, minimum													1 year 6 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate													0.00%
Expected volatility													320.00%
Stock option expense															$ 218,505
Bonus Option [Member] | Constable Option Agreement [Member]
Class of Stock [Line Items]
Aggregate stock option purchased												30,000,000
Stock options exercise price												$ 0.0184
Number of vested shares												10,000,000
Net Revenue Period [Member] | Constable Option Agreement [Member]
Class of Stock [Line Items]
Number of vested shares												2,000,000
Number of vested shares, value												$ 5,000,000
Net Revenue Period [Member] | Constable Option Agreement [Member] | Additional Shares [Member]
Class of Stock [Line Items]
Number of vested shares												3,000,000
Number of vested shares, value												$ 7,500,000
Net Revenue Period [Member] | Constable Option Agreement [Member] | Additional Shares [Member]
Class of Stock [Line Items]
Number of vested shares												5,000,000
Number of vested shares, value												$ 10,000,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized														425,000
Preferred stock conversion price														$ 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]
Common stock issued for services, shares	85,106		121,212
Common stock issued for services, shares	$ 4,000		$ 4,000
Mr. Charles F. Hyatt [Member]
Class of Stock [Line Items]
Shares issued for cash, shares		10,000,000						10,000,000
Warrant exercise price		$ 0.025						$ 0.025
Proceeds from Warrant Exercises		$ 250,000						$ 250,000
Ms Grace Hyatt [Member]
Class of Stock [Line Items]
Shares issued for cash, shares		600,000						600,000
Warrant exercise price		$ 0.025						$ 0.025
Proceeds from Warrant Exercises		$ 15,000						$ 15,000
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding															425,000	425,000			425,000
Two Employees [Member] | Option Grant Agreement [Member]
Class of Stock [Line Items]
Stock option expense															$ 483
Three Accredited Investors [Member]
Class of Stock [Line Items]
Shares issued for cash, shares								4,000,000
Warrant exercise price								$ 0.025
Proceeds from Warrant Exercises								$ 100,000
Law Firm [Member]
Class of Stock [Line Items]
Common stock issued for compensation, shares					1,000,000
Common stock issued for compensation					$ 27,500

XML

Commitments and contingencies (Details Narrative)														1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 17, 2022 USD ($) shares	Sep. 03, 2021 USD ($) $ / shares shares	Aug. 06, 2021	Aug. 01, 2021 USD ($) $ / shares shares	Jul. 12, 2021 USD ($)	Mar. 01, 2021 USD ($) shares	Nov. 05, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Jun. 09, 2020 USD ($)	Nov. 11, 2018 USD ($) ft²	Jan. 04, 2018 USD ($)	Dec. 01, 2016 USD ($)	Aug. 14, 2014 USD ($)	Dec. 31, 2019 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Nov. 05, 2021 $ / shares shares	Aug. 02, 2021 shares	May 06, 2019 USD ($)
Loss Contingencies [Line Items]
Lessee, Operating Lease, Term of Contract										69 months	61 months		37 months
Payment of security deposit											$ 8,450		$ 5,367
Payments for Rent										$ 4,848	$ 9,300	$ 4,626	$ 4,000
Percentage of annual operating expenses										10.11%			10.76%
Rent expense										$ 1,679			$ 2,000
Expiration date												Sep. 30, 2024
Rent increased percentage										3.00%	2.50%	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															233,203,266		233,128,266
Exercise price | $ / shares															$ 0.0362		$ 0.0362
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term															1 year 11 months 23 days
Share-Based Payment Arrangement, Expense															$ 4,142
Accrued Professional Fees, Current																				$ 15,870.97
Payments for Legal Settlements					$ 10,000
Estimated Litigation Liability															1,000
August 2020 to July 2021 [Member]
Loss Contingencies [Line Items]
Billed amount									$ 8,840
Crone Law Group [Member]
Loss Contingencies [Line Items]
Payments for Rent	$ 3,000
Shares issued | shares	1,000,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture	$ 27,500
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member]
Loss Contingencies [Line Items]
Minimum royalty								$ 60,000						$ 15,000
Payments for Royalties															43,608	$ 13,704
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2024 [Member]
Loss Contingencies [Line Items]
Increases in minimum royalty								60,000
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | December 31, 2023 [Member]
Loss Contingencies [Line Items]
Obligation to pay royalty								180,000
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Years 2019 Through 2024 [Member]
Loss Contingencies [Line Items]
Obligation to pay royalty								$ 200,174
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Year 2022 Through 2024 [Member]
Loss Contingencies [Line Items]
Minimum royalty															60,000
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Quarter 2022 Through 2024 [Member]
Loss Contingencies [Line Items]
Minimum royalty															15,000
Constable Employment Agreement [Member]
Loss Contingencies [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold							$ 200,000
Payments for Repurchase of Common Stock							$ 100,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares							5,434,783											2,403,846
Exercise price | $ / shares							$ 0.0184											$ 0.0401
Stock Issued During Period, Shares, New Issues | shares																	20,000,000
Constable Employment Agreement [Member] | Four Year Stock Option [Member]
Loss Contingencies [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares																	2,000,000
Stock or Asset Acquisition of Third Party																	$ 5,000,000
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters One [Member]
Loss Contingencies [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares																	3,000,000
Aggregate Value of Excess of Net Revenue																	$ 7,500,000
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters Two [Member]
Loss Contingencies [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares																	5,000,000
Aggregate Value of Excess of Net Revenue																	$ 10,000,000
Investor Relation Consulting Agreement [Member] | BMG Equity Partners, LLC [Member]
Loss Contingencies [Line Items]
Shares issued | shares						3,000,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture						$ 120,000
Blake Carmichael Agreement [Member]
Loss Contingencies [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold				$ 120,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares				3,759,400
Exercise price | $ / shares				$ 0.0399
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term				5 years
Stock options description				33.3% of which stock vests immediately, 33.3% vests on the second anniversary, and 33.3% on the third anniversary of the agreement
Share-Based Payment Arrangement, Expense																	$ 49,692
Blake Carmichael Agreement One [Member]
Loss Contingencies [Line Items]
Exercise price | $ / shares				$ 0.0399
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term				5 years
Blake Carmichael Agreement One [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares				18,000,000															18,000,000
Merger Agreement [Member]
Loss Contingencies [Line Items]
Stock options description			The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate purchase price consideration and six percent on the aggregate purchase price consideration above two million dollars for any merger or acquisition target sourced by Newbridge
Buban Agreement [Member]
Loss Contingencies [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold		$ 110,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares		300,000
Exercise price | $ / shares		$ 0.053
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		5 years
Share-Based Payment Arrangement, Expense		$ 10,800													$ 1,977
Shares Issued, Price Per Share | $ / shares		$ 0.0531
Buban Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares		7,110,000
Buban Agreement [Member] | Five Year Stock Option [Member]
Loss Contingencies [Line Items]
Exercise price | $ / shares		$ 0.0531
Buban Agreement One [Member]
Loss Contingencies [Line Items]
Exercise price | $ / shares		$ 0.0531
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		5 years

XML

Schedule of Segment Reporting Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from External Customer [Line Items]
Net Revenues	$ 1,974,969	$ 950,769
Cost of Revenue	(1,299,209)	(639,797)
Gross Profit	675,760	310,972
Depreciation	33,859	6,230
Income (Loss) from operations	(433,899)	(447,170)
Total Assets	4,920,451	2,280,987	$ 4,673,961
Legacy SSA Products [Member]
Revenue from External Customer [Line Items]
Net Revenues	581,109	466,043
Cost of Revenue	(461,958)	(369,826)
Gross Profit	119,151	96,217
Depreciation	4,370	3,812
Income (Loss) from operations	(369,590)	(444,151)
Total Assets	1,427,324	1,503,762
High Pressure Gas Systems [Member]
Revenue from External Customer [Line Items]
Net Revenues	276,817	150,128
Cost of Revenue	(160,791)	(81,178)
Gross Profit	116,026	68,950
Depreciation
Income (Loss) from operations	40,459	9,366
Total Assets	460,496	265,604
Ultra Portable Tankless Dive Systems [Member]
Revenue from External Customer [Line Items]
Net Revenues	794,587	334,598
Cost of Revenue	(416,958)	(188,793)
Gross Profit	377,629	145,805
Depreciation	4,478	2,418
Income (Loss) from operations	16,762	(12,385)
Total Assets	1,037,192	511,621
Redundant Air Tank Systems [Member]
Revenue from External Customer [Line Items]
Net Revenues	322,456
Cost of Revenue	(259,502)
Gross Profit	62,952
Depreciation	25,011
Income (Loss) from operations	(121,530)
Total Assets	$ 1,995,439

XML

Segment Reporting (Details Narrative)	3 Months Ended
	Mar. 31, 2022 Integer
Segment Reporting [Abstract]
Number of operating segments	4

XML

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Gold Coast Scuba LLC [Member] - USD ($)	May 02, 2022	May 12, 2022
Subsequent Event [Line Items]
Total consideration	$ 150,000
Number of shares issued in acquisition	3,084,831
Shares issued price per share		$ 0.0389
Cash paid for acquisition	$ 30,000
Consideration shares description	The Consideration Shares are subject to a leak-out restriction which provides that (i) up to 25% of such Consideration Shares may be sold after November 2, 2022; (ii) an additional 25% may be sold after February 2, 2023; and (iii) the balance may be sold after May 2, 2023. The Company may waive these restrictions if the Company’s common stock is trading on either the NYSE American or Nasdaq and has a rolling thirty-day average trading volume of $50,000 in trading volume per day. If the Company waives the leak-out restriction, only Consideration Shares of up to 5% of the previous days total volume may be sold in one day, and the may only be sold through executing trades “on the offer