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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 4, 2024
BROWNIE’S
MARINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Florida |
|
333-99393 |
|
90-0226181 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS.
Employer
Identification
No.) |
| 3001
NW 25th Avenue, Suite
1, Pompano
Beach, Florida |
|
33069 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (954) 462-5570
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| |
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant
Effective as of October 4, 2024, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”),
engaged Bush & Associates CPA, LLC (“Bush”) to serve as the Company’s independent registered public accounting
firm to audit its financial statements, replacing the Company’s previous audit firm, Assurance Dimensions, LLC (“Assurance
Dimensions”). The change to the Company’s auditors was approved by the Company’s board of directors.
The reports of Assurance Dimensions on the financial statements of the
Company for the fiscal years ended December 31, 2023 and December 31, 2022, did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included an explanatory
paragraph with respect to the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2023 and December 31, 2022,
and the subsequent interim period through the date of this report, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K) with Assurance Dimensions on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Assurance Dimension’s satisfaction, would have caused Assurance Dimensions
to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described
under Item 304(a)(1)(v) of Regulation S-K.
During the Company’s two most recent fiscal years, and through the
date of this report, neither the Company nor anyone on its behalf has previously consulted with Bush regarding either (a) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that
Bush concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the
related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).
The Company provided Assurance Dimensions with a copy of the disclosures
it is making in this report and requested that Assurance Dimensions provide a letter addressed to the Securities and Exchange Commission
indicating whether it agrees with such disclosures. A copy of Assurance Dimension’s letter, dated October 7, 2024, is filed herewith
as Exhibit 16.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BROWNIE’S
MARINE GROUP, INC. |
| |
|
|
| Date:
October 9, 2024 |
By: |
/s/
Robert Carmichael |
| |
|
Robert
Carmichael, Chief Executive Officer |
