Overview
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- TickerBWMG on OTC1
- IndustrySporting & Athletic Goods, NEC1
- HeadquartersPompano Beach, Florida1
- Incorporated inFL2
- Business address3001 Nw 25Th Avenue,, Suite 1, Pompano Beach, Fl 330692
- Filer categoryNon-accelerated filer, Smaller reporting company2
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As of January 2024, BLU3 is the exclusive distributor for the USA of the SeaNXT Elite sea scooter, made in France.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue61¢$4.7M
- Research and development0¢$3.6K
- Selling, general and admin38¢$3.0M
- Income tax0¢$17.3K
Out of $7.5M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Total net revenues | $7.5M | $8.2M |
| Total cost of net revenues | $4.7M | $4.9M |
| Gross profit | $2.8M | $3.3M |
| Selling, general and administrative | $3.0M | $3.4M |
| Research and development costs | $3.6K | $10.0K |
| Total operating expenses | $3.0M | $3.5M |
| Loss from operations | -$147.3K | -$146.7K |
| Other income | $126.4K | -$6.5K |
| Interest expense | -$66.9K | -$87.4K |
| Total other (income) expense - net | $59.5K | -$93.9K |
| Loss income before provision for income taxes | -$87.8K | -$240.6K |
| Provision for income taxes | $17.3K | |
| Net Income (loss) | -$105.1K | -$240.6K |
| Comprehensive Income (loss) | -$105.1K | -$240.6K |
| Basic Diluted Income (loss) per common share | $0.00 | $0.00 |
| Diluted loss per common share | $0.00 | $0.00 |
| Basic weighted average common shares outstanding | 474.9M shares | 438.9M shares |
| Diluted weighted average common shares outstanding | 474.9M shares | 438.9M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2010-06-30 |
|---|---|---|---|---|
| Cash | $307.9K | $417.7K | ||
| Inventory, net | $2.3M | $2.1M | ||
| Prepaid expenses and other current assets | $182.4K | $328.8K | ||
| Total current assets | $3.0M | $3.0M | ||
| Property, equipment and leasehold improvements, net | $237.8K | $303.5K | ||
| Operating lease assets | $1.2M | $1.6M | ||
| Intangible assets, net | $441.1K | $501.5K | ||
| Goodwill | $250.0K | $250.0K | $250.0K | |
| Other assets | $51.8K | $51.8K | ||
| Total assets | $5.2M | $5.8M | ||
| Accounts payable and accrued liabilities | $585.5K | $676.0K | ||
| Customer deposits and unearned revenue | $156.0K | $410.6K | ||
| Other liabilities | $157.2K | $386.4K | ||
| Operating lease liabilities | $484.1K | $394.7K | ||
| Current maturities long term debt | $175.0K | $70.3K | ||
| Total current liabilities | $2.5M | $2.9M | ||
| Loans payable, net of current portion | $31.2K | $46.8K | ||
| Operating lease liabilities | $794.9K | $1.3M | ||
| Total liabilities | $3.3M | $4.2M | ||
| Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of December 31, 2025 and December 31, 2024. | $425 | $425 | ||
| Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 503,267,153 shares issued and outstanding at December 31, 2025 and 449,430,955 shares issued and outstanding at December 31, 2024 | $50.3K | $45.0K | ||
| Common stock payable 138,941 shares and 138,941 shares, as of December 31, 2025 and December 31, 2024, respectively. | $14 | $14 | ||
| Additional paid-in capital | $19.9M | $19.5M | ||
| Accumulated deficit | -$18.0M | -$17.9M | ||
| Total stockholders equity | $1.9M | $1.6M | $1.6M | |
| Total liabilities and stockholders equity | $5.2M | $5.8M | ||
| Preferred stock, par value | $0.00 | $0.00 | ||
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | 10.0M shares | |
| Preferred stock, shares issued | 425.0K shares | 425.0K shares | ||
| Preferred stock, shares outstanding | 425.0K shares | 425.0K shares | ||
| Common stock, par value | $0.00 | $0.00 | ||
| Common stock, shares authorized | 1.0B shares | 1.0B shares | ||
| Common stock, shares issued | 503.3M shares | 449.4M shares | ||
| Common stock, share outstanding | 503.3M shares | 449.4M shares | ||
| Common stock, capital shares reserved for future issuance | 138.9K shares | 138.9K shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2010-06-30 |
|---|---|---|---|---|
| Cash | $307.9K | $417.7K | ||
| Inventory, net | $2.3M | $2.1M | ||
| Prepaid expenses and other current assets | $182.4K | $328.8K | ||
| Total current assets | $3.0M | $3.0M | ||
| Property, equipment and leasehold improvements, net | $237.8K | $303.5K | ||
| Operating lease assets | $1.2M | $1.6M | ||
| Intangible assets, net | $441.1K | $501.5K | ||
| Goodwill | $250.0K | $250.0K | $250.0K | |
| Other assets | $51.8K | $51.8K | ||
| Total assets | $5.2M | $5.8M | ||
| Accounts payable and accrued liabilities | $585.5K | $676.0K | ||
| Customer deposits and unearned revenue | $156.0K | $410.6K | ||
| Other liabilities | $157.2K | $386.4K | ||
| Operating lease liabilities | $484.1K | $394.7K | ||
| Current maturities long term debt | $175.0K | $70.3K | ||
| Total current liabilities | $2.5M | $2.9M | ||
| Loans payable, net of current portion | $31.2K | $46.8K | ||
| Operating lease liabilities | $794.9K | $1.3M | ||
| Total liabilities | $3.3M | $4.2M | ||
| Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of December 31, 2025 and December 31, 2024. | $425 | $425 | ||
| Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 503,267,153 shares issued and outstanding at December 31, 2025 and 449,430,955 shares issued and outstanding at December 31, 2024 | $50.3K | $45.0K | ||
| Common stock payable 138,941 shares and 138,941 shares, as of December 31, 2025 and December 31, 2024, respectively. | $14 | $14 | ||
| Additional paid-in capital | $19.9M | $19.5M | ||
| Accumulated deficit | -$18.0M | -$17.9M | ||
| Total stockholders equity | $1.9M | $1.6M | $1.6M | |
| Total liabilities and stockholders equity | $5.2M | $5.8M | ||
| Preferred stock, par value | $0.00 | $0.00 | ||
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | 10.0M shares | |
| Preferred stock, shares issued | 425.0K shares | 425.0K shares | ||
| Preferred stock, shares outstanding | 425.0K shares | 425.0K shares | ||
| Common stock, par value | $0.00 | $0.00 | ||
| Common stock, shares authorized | 1.0B shares | 1.0B shares | ||
| Common stock, shares issued | 503.3M shares | 449.4M shares | ||
| Common stock, share outstanding | 503.3M shares | 449.4M shares | ||
| Common stock, capital shares reserved for future issuance | 138.9K shares | 138.9K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net Income (loss) | -$105.1K | -$240.6K |
| Depreciation and amortization | $140.2K | $111.6K |
| Amortization of debt discount | $0 | -$22 |
| Amortization of right-of-use asset | $428.7K | $304.3K |
| Common stock issued for services | $418.9K | $41.1K |
| Reserve for Nomad recall | -$86.3K | |
| Stock based compensation - options | $12.6K | $91.5K |
| Stock based compensation - stock grant | $60.0K | |
| Shares issued for accrued interest in convertible notes | $28.0K | $33.3K |
| Change in accounts receivable, net | -$8.9K | -$96.4K |
| Change in accounts receivable - related parties | $21.2K | -$9.6K |
| Change in inventory | -$277.7K | -$63.5K |
| Change in prepaid expenses and other current assets | $146.4K | -$138.4K |
| Change in other assets | -$21.1K | |
| Change in ROU assets | -$1.1M | |
| Change in accounts payable and accrued liabilities | -$90.4K | -$136.6K |
| Change in customer deposits and unearned revenue | -$254.6K | $154.9K |
| Change in long term lease | -$395.2K | $799.0K |
| Change in other liabilities | -$229.2K | $20.7K |
| Change in accounts payable - related parties | -$5.5K | -$28.1K |
| Net cash used in operating activities | -$170.6K | -$293.4K |
| Cash used in asset acquisition | -$14.2K | |
| Purchase of fixed assets | -$22 | |
| Net cash acquired (used) in investing activities | -$14.2K | -$22 |
| Proceeds of related party demand note | $280.0K | |
| Proceeds on notes payable | $185.5K | |
| Repayment of convertible debt | -$14.1K | |
| Principal reduction on notes payable | -$96.4K | |
| Repayment of debt | $22 | |
| Net cash acquired (used) used in financing activities | $75.0K | $280.0K |
| Net change in cash | -$109.8K | -$13.4K |
| Cash Paid for Interest | $38.9K | $54.0K |
| Cash paid for operating lease liabilities (included in net cash used in operating activities) | $499.7K | |
| Cash Paid for Income Taxes | $17.3K | |
| Shares issued for services | $418.9K | |
| Stock based compensation- Options | $12.6K | |
| Common Stock issued for payment of convertible note interest | $28.0K | $33.3K |
No quarter-by-quarter statement was filed.
What it owns
What Brownie's Marine Group, Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $893.5K4 Dec 31, 2025 | $877.3K4 Dec 31, 2024 | +1.8% |
| Accumulated depreciation | $655.7K4 Dec 31, 2025 | $573.8K4 Dec 31, 2024 | +14.3% |
| Property and equipment, net | $237.8K4 Dec 31, 2025 | $303.5K4 Dec 31, 2024 | −21.6% |
| Operating-lease assets (leased space) | $1.2M4 Dec 31, 2025 | $1.6M4 Dec 31, 2024 | −26.3% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $250.0K4 Dec 31, 2025 | $250.0K4 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $441.1K4 Dec 31, 2025 | $501.5K4 Dec 31, 2024 | −12.0% |
| Accumulated amortization | -$301.9K4 Dec 31, 2025 | -$241.5K8 Dec 31, 2024 | −25.0% |
| Finite-lived intangibles, net | $441.1K4 Dec 31, 2025 | $501.5K8 Dec 31, 2024 | −12.0% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $2.3M4 Dec 31, 2025 | $2.1M4 Dec 31, 2024 | +13.5% |
| Raw materials | $1.5M4 Dec 31, 2025 | $1.4M4 Dec 31, 2024 | +5.7% |
| Work in process | $60.4K4 Dec 31, 2025 | $41.0K4 Dec 31, 2024 | +47.4% |
| Finished goods | $978.5K4 Dec 31, 2025 | $821.9K4 Dec 31, 2024 | +19.1% |
Properties, in its own words
Davie, Florida
Until November 2024, the Company’s executive offices were located in Pompano Beach, Florida. The Company moved its facilities to Davie, Florida where it leases 19,065 square feet of production, warehouse, showroom and office space under a 45 month sub-lease which commenced on November 1, 2024. The lease provides for an initial base monthly rent of $26,000 through September 30, 2025 and $31,000 thereafter for the balance of the term. The landlord has agreed to a monthly rent abatement of $3,639 per month through October 2026. The lease is considered a triple-net lease and is subject to “additional rent” which is comprised of the landlord’s operating costs, real estate taxes and insurance in accordance with the terms of the master lease. The Company paid a security deposit of $26,000 upon entering the sub-lease agreement.
The rest of Item 2
Huntington Beach, California
The Company’s Huntington Beach, California facility is comprised of a leased 13,000 square foot free standing building of which the bulk of the square footage is warehouse and manufacturing space. The initial lease, signed in January, 2013 was for five years with a base rent of $7,410.
On January 4, 2018, the Company entered into a sixty-one month term lease renewal for its facility in Huntington Beach, California, commencing on February 1, 2018. Base rent is approximately $9,300 per month for the first 12 months with a 2.5% annual escalation throughout the term. The Company paid a security deposit of $8,450 with the initial lease that the landlord continues to hold.
On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2023. Base rent is approximately $17,550 per month for the first 24 months with an annual escalation clause of 3.0% thereafter. Obligations under the lease are guaranteed by the Company. The Company paid an additional security deposit of $10,727 upon entering into the lease.
On September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc.(“Tenant”). The term of the sublease is through December 31, 2023 with a base monthly rent of $2,247 for the first twelve months and 3% annual escalation thereafter. The Tenant also pays a monthly common area maintenance of $112. The Tenant provided a security deposit of $2,426 upon entering into the sublease. Currently, this sub-lease is continuing on a month to month basis.
Item 2 of the 10-K filed Apr 10, 2026.3
Leadership
Who has led Brownie's Marine Group, Inc, and when. Pick a name to see everywhere that person has worked.
Chief executive
- Chief executive officerGrant Wesley Armstrong Jr. Feb 15, 2012 to Feb 15, 201212
- Chief executive officerRobert M. Carmichael Mar 23, 2007 to May 16, 201313
- PresidentGrant Wesley Armstrong Jr. Feb 15, 2012 to Feb 15, 201212
- PresidentRobert M. Carmichael Mar 23, 2007 to Jun 4, 201213
Board members and other officers (3)
- Board memberMikkel Pitzner Mar 15, 2012 to Nov 20, 201314
- Board memberGrant Wesley Armstrong Jr. Dec 13, 2010 to Mar 15, 201215
- Board memberRobert M. Carmichael Mar 23, 2007 to May 16, 201313
Former names
- UNITED COMPANIES CORPSep 10, 2002 to Aug 16, 20072
Timeline
- Aug 24, 20268-K Earlier financial statements no longer reliable16
- Jul 24, 20268-K Executive or director change17
- Jul 8, 20268-K Entered a material agreement; Unregistered sale of shares18
- Dec 1, 20258-K Unregistered sale of shares; Executive or director change19
- Nov 20, 20258-K Entered a material agreement; New debt or obligation20
- Nov 3, 20258-K Executive or director change21
- Jun 16, 20258-K Entered a material agreement; New debt or obligation22
- Nov 19, 20248-K Entered a material agreement; New debt or obligation23
- Oct 9, 20248-K Change of auditor24
- May 29, 20248-K Executive or director change25
- Feb 13, 20248-K Entered a material agreement; New debt or obligation26
- Jun 29, 20238-K Executive or director change27
- Feb 15, 2012New chief executive Grant Wesley Armstrong Jr. becomes CEO12
- Mar 23, 2007New chief executive Robert M. Carmichael becomes CEO13
Filings
65 filings to the SEC since October 2021: 5 annual reports, 18 quarterly reports, 30 major events, 12 other. The latest 20:
- Sep 10, 202610-Q/A EDGAR
- Aug 24, 202610-Q/A EDGAR
- Aug 24, 20268-K EDGAR
- Aug 4, 202610-Q EDGAR
- Jul 24, 20268-K EDGAR
- Jul 8, 20268-K EDGAR
- May 15, 202610-Q EDGAR
- Apr 10, 202610-K EDGAR
- Mar 31, 2026NT 10-K EDGAR
- Dec 1, 20258-K EDGAR
- Nov 20, 20258-K EDGAR
- Nov 14, 202510-Q EDGAR
- Nov 3, 20258-K EDGAR
- Aug 18, 202510-Q/A EDGAR
- Aug 14, 202510-Q EDGAR
- Jul 2, 202510-Q EDGAR
- Jun 16, 20258-K EDGAR
- Jun 16, 202510-K EDGAR
- May 13, 2025NT 10-Q EDGAR
- Mar 31, 2025NT 10-K EDGAR
The 65 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
SEC filer profile
How Brownie's Marine Group, Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBrownie's Marine Group, Inc1
- CIK0001166708
- Employer ID (EIN)90-02261813
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inFlorida3
- Fiscal year endsDecember 311
- Industry code (SIC)3949 Sporting & Athletic Goods, NEC1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address3001 Nw 25Th Avenue,, Suite 1, Pompano Beach, FL 330691
- Phone954-462-55701
- Shares outstanding557,213,413 as of Sep 10, 202611
- Public float$5.3M as of Jun 27, 20253
- AuditorBush and Associates CPA LLC, Las Vegas, Nevada PCAOB ID 6797; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceSep 10, 20021
- Filings307 in all: 8-K (102), 10-Q (56), NT 10-Q (24), 4 (20), 10-K (18), 10QSB (14), NT 10-K (11), 10-Q/A (6)1
All 30 form types
3 (6), 10KSB (5), SC 13D/A (5), 8-K/A (4), DEF 14C (4), PRE 14C (4), S-4/A (4), UPLOAD (4), 5 (3), SC 13D (3), CORRESP (2), D (2), 10QSB/A (1), PRER14C (1), REGDEX (1), S-4 (1), S-8 (1), S-8 POS (1), SB-2 (1), SB-2/A (1), SC 13G (1), SC 14F1 (1)
- Latest filingsAnnual report (10-K) Apr 10, 2026
Quarterly report (10-Q) Aug 4, 2026
Latest 8-K (8-K) Aug 24, 2026
Risk factors and legal proceedings
The risks Brownie's Marine Group, Inc names in Item 1A of its 10-K filed Apr 10, 2026: 23 risks under these headings, as written.3
- FINANCIAL RISKS
- We have a history of losses.
- Our auditors have disclosed substantial doubt as to our ability to continue as a going concern.
- Our common stock is currently traded on the OTCID Market and is only eligible for unsolicited quotes.
- We rely on revenues from related parties.
- We depend on licenses with Robert Carmichael, our Chairman and Chief Executive Officer, who owns much of our intellectual property.
- If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.
- The U.S. Consumer Products Safety Commission (“CPSC”) has issued a voluntary recall for one of our products.
- BUSINESS AND OPERATIONAL RISKS
- We are dependent upon certain key members of management and qualified employees and consultants.
- Our failure to obtain and enforce intellectual property protection may have a material adverse effect on our business.
- Our intellectual property rights are valuable, and any inability to adequately protect, or uncertainty regarding validity, enforceability or scope of them could undermine our competitive position and reduce the value of our products and brand, and litigation to protect our intellectual property rights may be costly.
The other 13 risks
- We may be exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affect our business and subject us to significant liability to third parties.
- We may not be able to enforce our intellectual property rights throughout the world.
- We rely on third party vendors and manufacturers.
- We are dependent on consumer discretionary spending.
- Government regulations may impact us.
- Our failure to adequately protect personal information that is collected on our website and our third-party payment platforms could have a material adverse effect on our business.
- Bad weather could have an adverse effect on operating results.
- The manufacture and distribution of recreational diving equipment could result in product liability claims.
- SHAREHOLDER RISKS
- The issuance of shares of our common stock upon exercise of our outstanding options, warrants, convertible debt and Series A Convertible Preferred Stock may cause immediate and substantial dilution to our existing shareholders.
- Our common stock may be affected by limited trading volume and may fluctuate significantly.
- Our company is a voluntary filer with the SEC and in the event that we cease reporting under the Exchange Act, investors would have limited information available to them about the company.
- Our common stock is deemed to be “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.
- Our officers and directors are able to control the Company.
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.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
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- 12
- 13
- 14SEC EDGARMikkel Pitzner, Board member
- 15
- 16
- 17SEC EDGARExecutive or director change
- 18
- 19
- 20
- 21SEC EDGARExecutive or director change
- 22
- 23
- 24SEC EDGARChange of auditor
- 25SEC EDGARExecutive or director change
- 26
- 27SEC EDGARExecutive or director change