X0304 5 2011-04-21 0 0 0 0001166708 Brownie's Marine Group, Inc BMWG 0001295170 Carmichael Robert M 940 N.W. 1 STREET FORT LAUDERDALE FL 33311 1 1 1 0 President and CEO Common Stock 2011-04-21 5 J 0 20000000 0.001 A 21643939 D Series A Convertible Preferred Stock 2011-04-21 5 J 0 425000 0.001 A 2011-04-21 Common Stock 42500000 425000 D The Issuer granted Robert Carmichael 20,000,000 shares of restricted stock in consideration of personal guarantees he provided to secure restatement and consolidation of the first and second mortgages o f the Issuer's facilities. The restrictions on the common stock will expire 50% on April 20, 2012 and 50% on April 20, 2013, if Mr. Carmichael continues his full time employment with the Issuer. The Issuer issued 425,000 shares of preferred stock, designated as Series A Convertible Preferred Stock, to Robert Carmichael at a price per share of $0.001 in consideration of the forgiveness of $42,500 advanced by Mr. Carmichael to the Issuer. The Series A Convertible Preferred Stock may be converted to common stock at a rate of $0.00001 per share, subject to adjustment. The Series A Convertible Preferred Stock has no expiration date. Conversion price is $0.00001 per share. /s/ Robert M. Carmichael_________________ 2012-02-14