UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For
the quarterly period ended |
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
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
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.
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).
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 ☐ |
| 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
As of May 13, 2026, there were shares of common stock outstanding.
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. | 23 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 27 |
| ITEM 4. | CONTROLS AND PROCEDURES. | 27 |
| PART II – OTHER INFORMATION | ||
| ITEM 1. | LEGAL PROCEEDINGS. | 28 |
| ITEM 1A. | RISK FACTORS. | 28 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 28 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. | 28 |
| ITEM 4. | MINE SAFETY DISCLOSURES. | 28 |
| ITEM 5. | OTHER INFORMATION. | 28 |
| ITEM 6. | EXHIBITS. | 28 |
| 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 Securities and Exchange Commission (“SEC”) on April 10, 2026, 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
CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable – net of allowances of $ | ||||||||
| Accounts receivable - related parties | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, equipment and leasehold improvements, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable - related parties | ||||||||
| Customer deposits and unearned revenue | ||||||||
| Other liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Related party convertible demand note, net | ||||||||
| Convertible notes | ||||||||
| Current maturities long term debt | ||||||||
| Related party notes payable | ||||||||
| Total current liabilities | ||||||||
| Loans payable, net of current portion | ||||||||
| Operating lease liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingent liabilities (see note 8) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock; $ par value: shares authorized; issued and outstanding as of March 31, 2026 and December 31, 2025. | ||||||||
| Common stock; $ par value; shares authorized; shares issued and outstanding at March 31, 2026 and shares issued and outstanding at December 31, 2025. | ||||||||
| Common stock payable shares as of March 31, 2026 and December 31, 2025. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | $ | $ | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying condensed notes are an integral part of these unaudited consolidated financial statements
| 4 |
BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Revenues | $ | $ | ||||||
| Revenues - related parties | ||||||||
| Total Revenues | ||||||||
| Cost of revenues | ||||||||
| Cost of revenues | ||||||||
| Cost of revenues - related parties | ||||||||
| Royalties expense - related parties | ||||||||
| Royalties expense | ) | |||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling, general and administrative | ||||||||
| Research and development costs | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||
| Other (income) expense, net | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Income (Loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | ||||
| Basic income (loss) per common share | $ | $ | ) | |||||
| Basic weighted average common shares outstanding | ||||||||
| Diluted income (loss) per common share | $ | $ | ) | |||||
| Diluted weighted average common shares outstanding | ||||||||
The accompanying condensed notes are an integral part of these unaudited consolidated financial statements
| 5 |
BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(unaudited)
| Preferred Stock | Common Stock | Common Stock Payable | Additional Paid-in | Accumulated | Total Stockholder’s | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Shares issued for the purchase of units | - | - | ||||||||||||||||||||||||||||||||||
| Shares issued for accrued interest on convertible notes | - | |||||||||||||||||||||||||||||||||||
| Shares issued for salary reduction | ||||||||||||||||||||||||||||||||||||
| Stock option expense | - | |||||||||||||||||||||||||||||||||||
| Net Loss | - | - | - | |||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| 6 |
BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(unaudited)
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Income | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of right-of-use asset | ||||||||
| Allowance for Nomad recall | ( | ) | ||||||
| Stock Based Compensation - Options | ||||||||
| Shares issued for services | ||||||||
| Shares issued for accrued interest on convertible notes | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Change in accounts receivable, net | ( | ) | ( | ) | ||||
| Change in accounts receivable - related parties | ( | ) | ||||||
| Change in inventory | ( | ) | ( | ) | ||||
| Change in prepaid expenses and other current assets | ( | ) | ||||||
| Change in other assets | ||||||||
| Change in accounts payable and accrued liabilities | ( | ) | ||||||
| Change in customer deposits and unearned revenue | ( | ) | ( | ) | ||||
| Change in long term lease liability | ( | ) | ( | ) | ||||
| Change in other liabilities | ( | ) | ||||||
| Change in accounts payable - related parties | ||||||||
| Net cash provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of fixed assets | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | - | - | ||||||
| Proceeds from issuance of units | ||||||||
| Proceeds of related party demand note | ||||||||
| Proceeds from notes payable | ( | ) | ||||||
| Proceeds of long term debt Repayment on notes payable | ||||||||
| Repayment of debt | ||||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning balance | ||||||||
| Cash, end of period | $ | |||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash Paid for Interest | $ | |||||||
| Cash paid for Operating lease liabilities (included in net cash used in operating activities | ||||||||
| Cash Paid for Income Taxes | $ | |||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Common Stock issued for payment of convertible note interest | ||||||||
| Shares issued for services | ||||||||
| Shares issued for convertible note interest | ||||||||
| Equipment obtained through financing | $ | $ | ||||||
The accompanying condensed notes are an integral part of these unaudited consolidated financial statements
| 7 |
BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES
CONDENSED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)
Note 1. Company Overview
Brownie’s Marine Group, Inc. (the “Company”) 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”), 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 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 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 utilizes technology developed by BLU3 to provide new users and interested divers a guided tour experience. 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 LBI. Pursuant to the terms of the Asset Purchase Agreement, LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets. In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The 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, 2025 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a broader discussion of the Company’s business and the risks inherent in such business. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2026.
| 8 |
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 GAAP 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 $
Accounts receivable
The Company manufactures and sells its products to a broad range of customers, primarily retail stores. Few customers are provided with payment terms of 30 days. The Company has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and more than 90 days past due).
In
accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), management believes that the although, the Company had
historical loss information, the Company is showing improvements in cash sales and collections of accounts receivable resulting in a
decrease of allowance for doubtful accounts. as of March 31, 2026. Although the composition of the trade
receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk
characteristics of its customers and its lending practices have not changed significantly over time). Accordingly, the allowance for
expected credit losses at March 31, 2026 and December 31, 2025 totaled $
Inventory
Inventory consists of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Rental Equipment | ||||||||
| Allowance excess and obsolete inventory | ( | ) | ( | ) | ||||
| Inventory, net | $ | $ | ||||||
| 9 |
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers. The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due upon receipt of the invoice and the contracts do not have significant financing components. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and promotional allowances. Such provisions are calculated based on the actual allowances given. Management believes that adequate provision has been made for cash discounts, returns, spoilage and promotional allowances based on the Company’s historical experience.
A breakdown of the total revenue between related party and non-related party revenue is as follows:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenues | $ | $ | ||||||
| Revenues - related parties | ||||||||
| Total Revenues | $ | $ | ||||||
Cost of Sales
Cost of sales consists of the cost of the components of finished goods, the costs of raw materials utilized in the manufacture of products, in-bound and out- bound freight charges, direct manufacturing labor as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete inventory, and royalties paid on licensing agreements. Components account for the largest portion of the cost of sales. Components include plastic molded parts, gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials.
The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (unaudited) | (unaudited) | |||||||
| Cost of revenues | $ | $ | ||||||
| Cost of revenues - related parties | ||||||||
| Royalties expense - related parties | ||||||||
| Royalties expense | ||||||||
| Total cost of revenues | $ | $ | ||||||
| 10 |
Lease Accounting
The Company accounts 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. The Company elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company did not reassess whether any contracts entered into prior to adoption are leases or contain leases.
The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment. All other leases are categorized as operating leases. The Company did not have any finance leases as of March 31, 2026. The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and account for them as a lease.
Operating lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to the Company. Operating lease right-of-use (“ROU”) 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. Operating lease ROU 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 the Company has the option to extend the lease term, terminate the lease for the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, it considers 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, 2026, and March 31, 2025, cash paid for operating lease liabilities was $
Supplemental balance sheet information related to leases was as follows:
| Operating Leases | March 31, 2026 | |||
| (unaudited) | ||||
| Right-of-use assets | $ | |||
| Current lease liabilities | $ | |||
| Non-current lease liabilities | ||||
| Total lease liabilities | $ | |||
The Company accounts 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.
The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price.
| 11 |
Derivatives
The accounting treatment of derivative financial instruments requires that the Company record certain warrants and embedded conversion options at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into certain note agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy, by earliest issuance date, in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors, as long as the certain variable issuance terms in certain convertible instruments exist. As of March 31, 2026, and December 31, 2025, the Company did not have any derivative liabilities.
Basic loss 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 loss 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 anti-dilutive. For the three months ended March 31, 2026, shares were included in diluted weighted average common shares outstanding and for the three months ended March 31, 2025, shares of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. For the three months ended March 31, 2026, and March 31, 2025, shares shares, 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 2016-13 Current Expected Credit Loss (ASC326)
In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023, with no effect to the financial statements.
ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption or are not applicable.
| 12 |
Note 3. Going Concern
The
accompanying 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 these consolidated financial statements were issued. For the three months ended March 31, 2026, the Company had a net income of
$
Note 4. Related Party Transactions
The
Company sells products to Brownie’s Southport Divers, Brownie’s Yacht Toys and Brownie’s Palm Beach Divers, companies
owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer 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
The
Company sells products to Brownies Global Logistics (“BGL”) and 940 Associates (“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 $
The
Company had accounts payable to related parties of $
The
Company has exclusive license agreements with 940 A to license the trademark “Brownie’s Third Lung”,
“Tankfill”, “Brownie’s Public Safety” and various other related trademarks as listed in the
agreements. The agreements provide that the Company pay
On
September 30, 2022, the Company issued a convertible demand
On
January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a Company director, an aggregate of units, with
each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of
$
On
September 14, 2023, the Company issued a convertible demand promissory note in the principal amount of $
On
November 14, 2023, the Company borrowed funds through the issuance of a promissory note in the principal amount of $
The
note bears interest at a rate of
On
February 5, 2025, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $
The
note bears interest at a rate of
| 13 |
On
March 31, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending March 31, 2023. The fair value of these shares was $
On
June 30, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending June 30, 2023. The fair value of these shares was $
On
September 30, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible
demand note for the three months ending September 30, 2023. The fair value of these shares was $
On
December 31, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending December 31, 2023. The fair value of these shares was $
On
March 31, 2025, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending March 31, 2025. The fair value of these shares was $
On
July 16, 2025, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending June 30, 2025. The fair value of these shares was $
On
December 9, 2025, the Company issued shares of common stock to Blake Carmichael, the chief executive officer of BLU3, as compensation
for a reduction in salary. The fair value of these shares was $
Note 5. Convertible Promissory Notes and Loans Payable
Convertible Promissory Notes
Convertible promissory notes consisted of the following at March 31, 2026:
| Origination Date | Maturity Date | Interest Rate | Origination Principal Balance | Original Discount Balance | Period End Principal Balance | Period End Discount Balance | Payments | Period End Balance Note | ||||||||||||||||||||||
| % | ( | ) | $ | $ | $ | - | (1) | |||||||||||||||||||||||
| % | ( | ) | - | (2) | ||||||||||||||||||||||||||
| % | ( | ) | ( | ) | ( | ) | (3) | |||||||||||||||||||||||
| % | - | - | - | ( | ) | (4) | ||||||||||||||||||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| 14 |
A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of March 31, 2026:
| Summit Holdings V, LLC Note | Tierra Vista Partners, LLC Note | Robert Carmichael Note | Robert Carmichael BLU3 Note | Total | ||||||||||||||||
| 2026 | $ | $ | $ | $ | $ | |||||||||||||||
| Discount and payments | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Total Loan Payments | $ | $ | $ | $ | $ | |||||||||||||||
| Current Portion of Loan Payable | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Non-Current Portion of Loan Payable | $ | $ | $ | $ | $ | |||||||||||||||
| (1) | On
September 3, 2021, the Company issued a three-year
The maturity due date of the note had been extended by the lender from September 3, 2025. The Company is working with the lender to restructure the note. |
| Payment Amortization | ||||
| 2026 | ||||
| Total Note Payments | $ | |||
| Current portion of note payable | ( | ) | ||
| Non-Current Portion of Notes Payable | $ | |||
| (2) | On
September 3, 2021, the Company issued a three-year |
| The maturity due date of the note had been extended by the lender from September 3, 2025. The Company is working with the lender to restructure the note. |
| Payment Amortization | ||||
| 2026 | ||||
| Total Note Payments | $ | |||
| Current portion of note payable | ( | ) | ||
| Non-Current Portion of Notes Payable | $ | |||
| (3) | On
September 30, 2022, the Company issued a convertible demand |
| 15 |
| (4) | On
September 14, 2023, the Company issued a convertible demand
Demand Notes
On
November 14, 2023, the Company issued a promissory note in the principal amount of $
On
February 5, 2025, the Company borrowed funds through the issuance of a promissory note in the principal amount of $ |
Loans Payable
| Mercedes
BMG (1) | Navitas
BLU3 (2) | NFS
SSI (3) | Bank
United 2026 BLU3 (4) | Navitas
2025 BLU3 (5) | Navitas
2025 BTL (6) | Total | ||||||||||||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2027 | $ | $ | $ | |||||||||||||||||||||||||
| 2028 | $ | $ | $ | |||||||||||||||||||||||||
| Thereafter | $ | $ | $ | |||||||||||||||||||||||||
| Total Loan Payments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Current Portion of Loan Payable | $ | $ | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | ||||||||||||||||
| Non-Current Portion of Loan Payable | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) |
|
| 16 |
Note 6. Goodwill and Intangible Assets, Net
The following table sets for the changes in the carrying amount of the Company’s Goodwill for the three months ended March 31, 2026.
| 2026 | ||||
| Balance, January 1 | $ | |||
| Addition: | ||||
| Balance, March 31, 2026 | $ | |||
The Company performed an evaluation of the value of goodwill at December 31, 2025. Based upon this evaluation it was determined that there should be no adjustment to goodwill. There has been nothing noted during the three months ended March 31, 2026 that would indicate that the value of goodwill should change through that date.
The following table sets for the components of the Company’s intangible assets at March 31, 2026:
| Amortization Period (Years) | Cost | Accumulated Amortization | Net Book Value | |||||||||||||
| Intangible Assets Subject to amortization | ||||||||||||||||
| Trademarks | $ | $ | ( | ) | $ | |||||||||||
| Customer Relationships | ( | ) | ||||||||||||||
| Non-Compete Agreements | ( | ) | ||||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||||||
The aggregate amortization remaining on the intangible assets as of March 31, 2026 is a follows:
| Intangible Assets Amortization |
||||
| 2026 (9 months remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ |
Amortization
expense for amortizable intangible assets for each of the three months ended March 31, 2026 and 2025 was $
| 17 |
Note 7. Stockholders’ Equity
Common Stock
On
January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of units, with each unit consisting
of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $
On
March 31, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending March 31, 2023. The fair value of these shares was $
On
March 31, 2023, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment of
interest for the three months ending December 31, 2022. The fair value of these shares was $
On
June 30, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending June 30, 2023. The fair value of these shares was $
On
June 30, 2023, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment of interest
for the three months ending June 30, 2023. The fair value of these shares was $
On
September 30, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible
demand note for the three months ending September 30, 2023. The fair value of these shares was $
On
September 30, 2023, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment
of interest for the three months ending September 30, 2023. The fair value of these shares was $
On
December 31, 2023, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending December 31, 2023. The fair value of these shares was $
On
December 31, 2023, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment
of interest for the three months ending December 31, 2023. The fair value of these shares was $
On
March 31, 2025, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending March 31, 2025. The fair value of these shares was $
On
March 31, 2025, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment of
interest for the three months ending March 31, 2025. The fair value of these shares was $
On
June 30, 2025, the Company issued shares of common stock to Robert Carmichael for payment of interest on the convertible demand
note for the three months ending June 30, 2025. The fair value of these shares was $
On
June 30, 2025, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment of interest
for the three months ending June 30, 2025. The fair value of these shares was $
On
August 15, 2025 the Company issued shares of common stock to the holders of convertible notes for payment of professional services.
The fair market value of these shares was $
On March 31, 2025, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment
of interest for the three months ending March 31, 2025. The fair value of these shares was $
On
December 9, 2025, the Company issued shares to Blake Carmichael as compensation related to a salary reduction. The fair market
value of these shares was $
| 18 |
On
December 31, 2025, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment
of interest for the three months ending December 31, 2025. The fair value of these shares was $
On
March 31, 2025, the Company issued an aggregate of
shares of common stock to the holders of convertible notes for payment of interest for the three months ending March 31 2025. The
fair value of these shares was $
On
June 30, 2025, the Company issued an aggregate of
shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2025. The
fair value of these shares was $
On
August 31, 2025, the Company issued an aggregate of
shares of common stock to Blake Carmichael as compensation for cash reduction in his salary. The fair value of these shares was
$
On
September 30, 2025, the Company issued an aggregate of
shares of common stock to Blake Carmichael as compensation for cash reduction in his salary. The fair value of these shares was
$
On
September 30, 2025, the Company issued an aggregate of
shares of common stock to the holders of convertible notes for payment of interest for the three months ending September 30, 2025.
The fair value of these shares was $
On
December 31, 2025, the Company issued an aggregate of shares of common stock to the holders of convertible notes for payment
of interest for the three months ending December 31, 2025. The fair value of these shares was $
On
December 31, 2025, the Company issued an aggregate of shares of common stock to Blake Carmichael as compensation for cash reduction
in his salary. The fair value of these shares was $
On
January 31, 2026, the Company issued an aggregate of shares of common stock to Blake Carmichael as compensation for cash reduction
in his salary. The fair value of these shares was $
On
February 28, 2026, the Company issued an aggregate of shares of common stock to Blake Carmichael as compensation for cash reduction
in his salary. The fair value of these shares was $
On
March 31, 2026, the Company issued an aggregate of shares of common stock to Blake Carmichael as compensation for cash reduction
in his salary. The fair value of these shares was $
On
March 31, 2026, the Company issued an aggregate of shares of common stock to the holder of convertible note for payment of interest
for the three months ending March 31, 2026. The fair value of these shares was $
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 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 the 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 shares 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 $
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. shares are reserved for issuance under the Plan. The term of the Plan is ten years.
The Company also issued options outside of the Plan that were not approved by the security holders. These options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted – average outstanding options, | Number of securities for future issuances under equity reflected in column | ||||||||||
| Equity Compensation Plans Approved by Security Holders | $ | |||||||||||
| Equity Compensation Plans Not Approved by Security Holders | ||||||||||||
| Total | $ | |||||||||||
Options
The
Company has issued options to purchase approximately shares of its common stock at an weighted average exercise price of $
with a fair value of approximately $
For the three months ended March 31, 2026 and 2025, the Company recognized an expense of $ of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black-Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of March 31, 2026, the Company had $ of unrecognized pre-tax non-cash compensation expense related to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average period of years. The Company uses straight-line amortization of compensation expense over the requisite service period for time-based options. For performance-based options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation. The maximum contractual term of the Company’s stock options is years. The Company recognizes forfeitures and expirations as they occur. Options to purchase shares of common stock have vested as of March 31, 2026.
| 19 |
| Three Months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Expected volatility | % - | % | – | % | ||||
| Expected term | – Years | – Years | ||||||
| Risk-free interest rate | % - | % | % - | % | ||||
| Forfeiture rate | % | % | ||||||
The expected volatility was determined with reference to the historical volatility of the Company’s common stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.
| Number of | Weighted Average Exercise | Weighted Average Remaining Contractual | Aggregate Intrinsic | |||||||||||||
| Options | Price | Life in Years | Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Exercised | ||||||||||||||||
| Cancelled | ||||||||||||||||
| Outstanding – December 31, 2025 | $ | |||||||||||||||
| Exercisable – December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Exercised | ||||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Cancelled | ||||||||||||||||
| Outstanding – March 31, 2026 | $ | |||||||||||||||
| Exercisable –March 31, 2026 | $ | $ | ||||||||||||||
| Range of Exercise Price | Number outstanding at March 31, 2026 | Weighted average remaining Life | Weighted average exercise price | Number exercisable at March 31, 2026 | Weighted average exercise price | Weighted average remaining life | ||||||||||||||||||
| $ - $ (Expired) | $ | $ | ||||||||||||||||||||||
| $ - $ | $ | $ | ||||||||||||||||||||||
| $ - $ | $ | $ | ||||||||||||||||||||||
| $ - $ | $ | $ | ||||||||||||||||||||||
| Outstanding options | $ | $ | ||||||||||||||||||||||
At March 31, 2026, there was $ of unrecognized stock option expense which may be recognized only if the full vesting requirements for these options are met.
At
March 31, 2026, there was $
| 20 |
Warrants
On
January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of units, with each unit consisting
of one share of common stock and a two-year common stock purchase warrant to purchase one share of common stock at an exercise price
of $
A summary of the Company’s warrants as of December 31, 2025 and changes during the three months ended March 31, 2026 is presented below:
| Number of | Weighted Average Exercise | Weighted Average Remaining Contractual | Aggregate Intrinsic | |||||||||||||
| Warrants | Price | Life in Years | Value | |||||||||||||
| Outstanding – December 31, 2025 | $ | $ | ||||||||||||||
| Granted | - | - | - | |||||||||||||
| Exercised | ||||||||||||||||
| Forfeited or Expired | ||||||||||||||||
| Outstanding – March 31, 2026 | $ | |||||||||||||||
| Exercisable – March 31, 2026 | $ | $ | ||||||||||||||
Note 8. Commitments and contingencies
Royalty Agreement
On
June 30, 2020, the Company entered into On June 30, 2020, the Company entered into Amendment No. 2 to its 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 $
Consulting and Employment Agreements
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 served as Chief Executive Officer of BLU3. In consideration for his services, Blake
Carmichael received (i) an annual base salary of $
On
September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”)
pursuant to which Ms. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual
base salary of $
In addition, Mrs. Buban is entitled to receive a five-year stock option to purchase up to shares of common stock of the Company at an exercise price of $ per share, which vests upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement. A measurement was made for the three months ended March 31, 2026 and no expense was recorded based upon the vesting criteria not being met.
| 21 |
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 therefore, the Company will pay CLG a monthly flat fee of $
On
May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”)
pursuant to which Mr. Gagas shall serve as the General Manager of the dive shop currently operating within LBI. In consideration for
his services Mr. Gagas shall receive an annual salary of $
On
May 2, 2022, LBI, entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is
the assignee of a three year lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida
for $
On
September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February
1, 2022 with base rent of approximately $
On
September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc. (“Tenant”)
commencing October 1, 2022, The term of the sublease is through December 31, 2023, with a base monthly rent of $
On
December 22, 2022, the U.S. Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad
tankless dive system, which is distributed by BLU3, Inc. As part of the recall procedure, the CPSC has approved the Company’s proposed
remedy for the recall and BLU3 received units back from consumers to repair affected Nomad units. The Company has evaluated the costs
of this recall and has deemed it necessary to set an allowance of $
Legal
There are no outstanding legal issues as of November 4, 2025.
Note 9. Subsequent Events
On
November 7, 2023, the Company issued a promissory note to Charles Hyatt, a director of the Company in the principal amount of $
On
February 5, 2024, the Company issued a promissory note to Charles Hyatt, a director, in the principal amount of $
| 22 |
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. Actual future results may be materially different from what we expect. 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 five 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 | |
| ● | Live Blue, Inc. – Guided Tours and Retail |
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, a manufacturing facility in Huntington Beach, California, and a retail facility in Lauderdale-By-The-Sea, Florida.
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. In addition, the Company is 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 building a guided tour operation that includes dive retail. Lastly, The Company is 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.
| 23 |
Recent Developments
On November 24, 2025, the Company issued 24,722,222 shares of its common stock to Robert Carmichael, its chief executive officer and a director, and 23,400,000 shares of common stock to Charles Hyatt, a director, in lieu of a cash payment of $133,500 and $117,000, respectively, as accrued compensation for their service on the board of directors of the Company.
On November 20, 2025, the Company, and Charles Hyatt executed (a) a third amendment to a promissory note in the principal amount of $150,000, which was originally issued by the Company to Mr. Hyatt on November 7, 2023 (the “2023 Note”), to further extend the 2023 Note’s maturity date from November 7, 2025 to May 7, 2026, and (b) a third amendment to a promissory note in the principal amount of $280,000, which was originally issued by the Company to Mr. Hyatt on February 5, 2024 (the “2024 Note”), to further extend the 2024 Note’s maturity date from November 5, 2025 to May 5, 2026.
On February 6, 2023, the Company entered into an agreement with Omega Accounting Solutions, Inc., a California corporation (“Omega”), to analyze the Company’s ability to file for Employee Retention Credit (“ERC”) under the IRS Code. Omega analyzed the Company’s payroll reports and filed for ERC credit. On March 22, 2026, the Company received full ERC credit of $494,829, which amount was comprised of $413,949 as a refund and $80,880 as interest. Omega was paid a fee of 15% of the total amount received. The refund amount is included in the miscellaneous income portion of the Company’s income statement and Omega’s fee was classified as other professional fees and is included in SG&A.
Results of Operations
Net Revenues, Costs of Net Revenues and Gross Profit
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Net revenues decreased 16.1% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 as a result of a decrease in revenues in BTL and BLU3 and an increase in revenues in SSI and LWA. The increase in SSI’s revenues was due to sales to new customers attributable to the continued momentum of the Company’s newest product, HEED3, as well as increased demand from international users for SSI’s Spare Air product line. The increase in LWA and SSI’s revenue was offset by decreased revenues in BTL and BLU3 revenues and because there were no sales recorded for LBI because its assets were sold in the third quarter of 2024.
For the three months ended March 31, 2026, cost of net revenues was 53.6% as compared with the cost of net revenues of 61.1% for the three months ended March 31, 2025. The slight cost percentage decrease as a percentage of revenue, is directly attributable to the decrease in sales revenue, decrease in royalty expenses and decrease in labor cost. Included in cost of net revenues are royalty expenses paid to Robert Carmichael which increased by 24.0% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Gross profit margin was 46.4% for the three months ended March 31, 2026 compared to gross profit margin of 38.9% for the three months ended March 31, 2025. The Increase in gross margin, is directly attributable to decrease in BTL labor costs margin.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2025.
Net revenues decreased 4.5% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 as a result of an decrease in revenues of BTL, BLU3 and SSI and no revenues from LBI because its assets were sold in the third quarter of 2025. Net revenue for LWA increased 8.2%. BTL revenue decreased slightly by .4%, SSI’s decrease is attributable to the sales orders that were not received in the beginning of the following quarter. Net revenue for LWA increased 8.18% due to the hiring of an additional sales personnel.
For the three months ended March 31, 2026, cost of net revenues was 61.6% as compared with the cost of net revenues of 62.0% for the three months ended 2025. The cost of revenue decrease, can be directly attributable to controlling the cost of direct labor, which accounted for a smaller portion of costs and significantly impacted the profit margin. Included in cost of net revenues are royalty expenses paid to Robert Carmichael which decreased 24.4% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Gross profit margin was 38.4% for the three months ended March 31, 2026 as compared to gross profit margin of 38.0%for the three months ended March 31, 2025. This small increase is due to the increase in cost of goods and raw materials.
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 decreased 14.6% and 21.2%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Selling, General & Administrative Expenses
SG&A decreased 14.6% for the three months ended March 31, 2026 as compared to 21.0% for the three months ended March 31, 2025. SG&A expenses were comprised of the following:
| Expense Item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | % Change | |||||||||
| Payroll, Selling & Administrative | $ | 321,432 | $ | 228,382 | 40.7 | % | ||||||
| Stock Compensation Expense | 17,500 | 9000 | 94.4 | % | ||||||||
| Professional Fees | 139,443 | 68,470 | 103.7 | % | ||||||||
| Advertising | 106,780 | 105,091 | 1.6 | % | ||||||||
| All Other | 585155 | 137,184 | 219.2 | % | ||||||||
| Total SG&A | $ | 1,022,968 | $ | 548,126 | 88.6 | % | ||||||
| 24 |
Payroll for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 decreased 36.2% and 38.8% respectively. The decrease reflects controlling overtime, scheduling of staff and reduction in personnel.
Non-Cash Stock Compensation expenses increased 100% for the three months and three months ended March 31, 2026 as compared to the three and three months ended March 31, 2025 as a result of vesting milestones based upon performance goals not being met for the three ended March 31, 2026.
Professional fees, including legal, decreased 2.27% and accounting and professional fees increased 218.2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase can be attributed to an increase in other professional fees.
Advertising expense decrease 13.0% for the three months ended March 31, 2026 compared to the three and three months ended March 31, 2025. This increase is attributable to BLU3’s decrease in online advertising expenses.
Other expenses increased 32.6% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 due primarily to an increase in rent expenses and a new lease for BMG offices.
Research & Development Expenses (R&D Expenses)
R&D expenses for the three and three months ended March 31, 2026 decreased by 73.94% and 71.12% respectively, compared to the three months and three months ended March 31, 2025, respectively, as a result of decrease in product development activity.
Other Income/Expense
For the three and three months ended March 31, 2026 and 2025, other income/expense consisted solely of interest expense. For the three months ended March 31, 2026, interest expense decreased 5.75% from the three months ended March 31, 2025. This decrease is due to payoff of loans.
Liquidity and Capital Resources
We had cash of $849,620 as of March 31, 2026. The following table summarizes total current assets, total current liabilities, and working capital at March 31, 2026, as compared to December 31, 2025.
| March 31, 2026 | December 31, 2025 | % change | ||||||||||
| (unaudited) | ||||||||||||
| Total current assets | $ | 3,708,204 | $ | 3,040,113 | 22.0 | % | ||||||
| Total current liabilities | $ | 2,566,494 | $ | 2,461,0409 | 4.3 | % | ||||||
| Working capital | $ | 1,0141,710 | $ | 579,073 | 97.2 | % | ||||||
The increase in current assets at March 31, 2026 from December 31, 2025 primarily reflects an increase in cash, accounts receivable and inventory. The increase in current liabilities primarily reflects an increase in accounts payable and accrued liabilities, a small decrease in customer deposits and unearned revenue.
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Summary Cash Flows
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| Net cash provided by (used) in operating activities | $ | 494,458 | $ | (184,822 | ) | |||
| Net cash used in investing activities | $ | 144,901 | $ | 0 | ||||
| Net cash provided by financing activities | $ | 0 | $ | 75,028 | ||||
Net cash used in operating activities for the three months ended March 31, 2026 was due to net income of approximately $494,458.
Net cash used in investing activities was $144,901 for the three months ended March 31, 2026.
There was no net cash provided by financing activities for the three months ended March 31, 2026.
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, 2025 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. If the Company is unable to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back, delay or cease operations, liquidate assets and possibly seek bankruptcy protection.
We have a history of losses, and an accumulated deficit of $17,536,900 as of March 31, 2026, which represents a significant improvement as compared to prior years. We had a working capital surplus of $1,141,710 at March 31, 2026. However, continued losses and cash used in operations in the past 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.
Critical Accounting Policies
The preparation of 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.
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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 March 31, 2026, 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 September, 2025 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; | |
| ● | 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 intends to hire 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 have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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
There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company., except as noted below:
On October 31, 2025 the Company issued 648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary.
On November 30, 2025 the Company issued 648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary.
On December 31, 2025 the Company issued 648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
None.
ITEM 5. OTHER INFORMATION
During
the quarter ended March 31, 2026, no director, officer or Section 16 officer
ITEM 6. EXHIBITS
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 15, 2026 | BROWNIE’S MARINE GROUP, INC. | |
| By: | /s/ Robert M. Carmichael | |
| Robert M. Carmichael | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Robert M. Carmichael | |
| Robert M. Carmichael | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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