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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
DC 20549

 FORM

 (MARK
ONE)

 Annual
 Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

 For
the fiscal year ended December 31, 2023

 Transition
 report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the transition period from _______to _______.

 Commission
file number 333-99393

MARINE GROUP, INC.

 (Exact
name of registrant as specified in its charter)

 Florida

 90-0226181

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 3001
 NW 25th Avenue, Suite 1, Pompano Beach, Florida

 33069

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code ( 954) 462-5570

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

registered pursuant to Section 12(g) of the Act:

 None

 (Title
of Class)

by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232- 405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files.) Yes No

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
 file

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter was approximately $ 5,273,810.

 There
were 439,545,865 shares of common
stock outstanding as of May 9, 2024.

 TABLE
OF CONTENTS

 Page
 No.

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C

 Cybersecurity

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 Reserved.

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accounting Fees and Services.

 Item
 15.

 Exhibits, Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This
Annual 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 Annual 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 these cautionary statements including those made in Part I. Item 1A. Risk
Factors appearing elsewhere in this Report. Other sections of this Report include additional factors, which 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.

 PART
I

 Item
 1.
 Business.

 Unless
specifically set forth to the contrary, when used in this report references to the "Company," "we," "our,"
"us," and similar terms refers to Brownie's Marine Group, Inc., a Florida corporation, and its wholly owned subsidiaries,
Trebor Industries, Inc., a Florida corporation ("Trebor") doing business as Brownie's Third Lung, Brownie's High
Pressure Compressor Services, Inc. a Florida corporation ("BHP") doing business as LW Americas ("LWA"), BLU3,
Inc., a Florida corporation ("BLU3"), Submersible Systems, Inc., a Florida corporation ("SSI"), doing business
as Spare Air and Live Blue, Inc. ("LBI"), a Florida corporation.

 Overview

 The
Company, through its wholly owned subsidiaries, designs, tests, manufactures and distributes tankless dive systems, rescue air systems
and yacht-based self-contained underwater breathing apparatus ("SCUBA") air compressor and nitrox generation fill systems
and acts as the exclusive distributor in North and South America for Lenhardt & Wagner GmbH ("L&W") compressors in
the high-pressure breathing air and industrial gas markets. The Company is also the exclusive United States and Caribbean distributor
for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, which is doing business as Bright Weights ("Bright
Weights"), of a dive ballast system produced in South Africa.

 On
September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement")
with Submersible Acquisition, Inc., a Florida corporation incorporated in 2017, and wholly owned subsidiary of the Company ("Acquisition
Sub"), Submersible Systems, Inc., a Florida corporation ("Submersible" or "SSI"), and Summit Holdings V,
LLC, a Florida limited liability company ("Summit") and Tierra Vista Group, LLC, a Florida limited liability company ("Tierra
Vista" and, together with Summit, the "Sellers"), the owners of all of the capital stock of Submersible, pursuant to
which Acquisition Sub merged with and into Submersible (the "Merger"), and Submersible, the surviving corporation, became
a wholly owned subsidiary of the Company.

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

 On
February 13, 2022 the Company formed LBI, which is being developed as a full retail, guided tour and training model utilizing the technology
developed by BLU3 to provide new users and interested divers a guided tour experience, training, and the ability to purchase all of their
diving and watersports needs.

 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.

 The
Company has five wholly owned subsidiaries focused on various sub-sectors of our industry as described below:

 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

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

 Surface
Supplied Air Products

 Our
Third Lung systems have been the market leader in gasoline powered, high-performance and more recently in the battery powered SSA diving
systems. Taking full advantage of our proprietary compressor system, a series of traditional "fixed speed" electric compressors
were developed for the built-in-boat market in 2005. In 2010, we introduced our variable-speed battery powered hookah system which provides
divers with gasoline-free all day shallow diving experiences. These systems provide performance and runtimes for up to 3 hours by utilizing
a variable speed technology that controls battery consumption based on diver demand.

 In
2022, we continued to expand our dealer network and our marketing efforts with both the consumer and our network of dealers. The Company
continues to pursue distributors and dealers outside of the United States in order to diversify the seasonality as well as geography
risks. Additionally, we continue to pursue more aggressively the boat builder market to offer our SSA systems as an option on newly built
boats, expanding our market beyond the traditional consumer markets for our products.

 Our
SSA products include:

 Tankless Dive Systems: The Company produces a line of tankless dive products, commonly called hookah or recreational SSA
systems. These systems allow one to four divers to enjoy the marine environment up to a depth of 45 feet without the bulk and weight
of conventional SCUBA gear. We believe that the removal of barriers to entry into the sport of diving and the reduction of complicated
and bulky SCUBA gear invites a broader range of the general public to participate more actively and enjoyably at their own pace and schedule.
Our product is designed to reduces the effort required for its transport and use while exploring, cruising or traveling.

 A
line of land-based systems is available for light-duty commercial applications that demand portability and performance. In addition to
the gasoline-powered units and the variable speed battery powered units, a series of AC electric powered systems is also available for
light to commercial use. Powered by battery for portability or household current for unlimited dive duration, these units are used primarily
by businesses that work in aquatic maintenance and marine environments.

 BIAS (Boat Integrated Air Systems): The Company developed several tankless products and complimentary accessories that
it believes makes boat diving easier. The BIAS battery powered tankless kit allows boat builders, dealers and end users to seamlessly
install a pre-packaged kit directly into the boat and our E-Reel, a level-winding battery powered hose reel system, provides compact
storage of up to 150 feet of hose. Boaters can perform their own in-water maintenance and inspections, or just dive for enjoyment. In
addition to supplying air to divers, BIAS may be used for supporting air horns, inflating boat fenders/water toys and activating pneumatically
operated doors.

 Ultra-Portable
Tankless Dive Systems

 Through
our wholly owned subsidiary BLU3, we develop and market a next generation electric, surface supplied air shallow dive system that is
completely portable to the user. The BLU3 line currently consists of two models, NEMO and NOMAD, targeting specific performance levels
and price points.

 NEMO
dive systems are currently sold in various countries through Amazon, and also through dealers worldwide. NEMO, designed to be the world's
smallest dive system is capable of taking a diver to 10 feet for 60 to 90 minutes on one charge of its lithium-ion battery. NEMO is portable
and its batteries are FAA compliant for airline travel.

 NOMAD
dive system ("NOMAD") began shipping in the third quarter of 2021 and is currently sold to consumers via our website, Amazon
and through our network of dealers worldwide. The NOMAD is highly portable and expands dive capability to up to 30 feet. NOMAD has been
marketed through BLU3's internet presence and marketing campaigns as well as at industry and other trade shows across the country.

 BLU3
continues to innovate in the SSA sector and currently expects to introduce a new product to its line-up in 2024.

 We
believe the BLU3 product lines are changing the way that people get into the water and explore the next atmosphere. The units are ultra-portable
and can travel with the consumer to their adventures, wherever they may be.

 High
Pressure Gas Systems

 Through
our wholly-owned subsidiary LW Americas, we design, manufacture, sell and install SCUBA tank fill systems for on-board yacht use under
the brand "Yacht- Pro ". Our systems provide complete diving solutions for yachts, including nitrox systems which allow
yacht owners to fill tanks with oxygen enriched air on board. The Yacht-Pro compressor systems offer a completely marine-prepared,
variable frequency drive ("VFD") driven, automated alternative to other compressors on the market. We also design complete
dive lockers, mixed gas production and distribution systems, and the Nitrox Maker. Nitrox is oxygen-enriched air, which reduces
the effects of nitrogen on divers and is the industry standard for dive professionals. The Nitrox Maker continuously generates
oxygen rich breathing gas directly from low-pressure air with no stored oxygen or other gases required onboard. Our light duty compressor,
the new Yacht Pro Essential is specifically designed as a turn-key kit for the boat builders and is optimized to integrate to onboard
power systems and withstand the marine environment with all components and hardware impervious to spray from the elements. The Yacht
Pro series contains models for both medium-duty applications, such as recreational divers and small groups, and heavy-duty use
as found on research vessels, commercial operations and live-aboard dive boats. All Yacht Pro models come with the variable speed
frequency drive reducing the initial start-up power demand typically associated with high pressure compressor systems.

 August
2017, we entered into a five-year exclusive distribution agreement with L&W, which agreement automatically renews for successive
five-year terms unless terminated as provided for in the agreement. Under the terms of the Exclusive Distribution Agreement, we were
appointed the exclusive distributor of L&W's complete product line in North America and South America, including the Caribbean.
We are conducting this business direct to end-users and establishing sales, distribution and service centers for high pressure air and
industrial gas systems in the dive, fire, CNG, military, scientific, recreational and aerospace industries under the brand name "L&W
Americas/LWA".

 We
are exclusively developing a sales, distribution and service capability to assist L&W with completing a worldwide network of L&W's
agencies and service centers.

 In
addition to breathing air compressors and related peripheral equipment, L&W also offers compressors, storage and purification systems
to meet the high-pressure requirements for natural gas filling stations, and high-pressure inert gases such as argon, helium and nitrogen
for industrial applications including welding and laser cutting, and for general laboratory use.

 We
believe the product lines from L&W, will allow LW Americas to offer high quality, competitive products into the first responder and
industrial market that utilize compressed air. Our goal will be to build a network of jobbers, dealers, installers and high-pressure
compressor distributors by leveraging our know-how, brand awareness, complimentary products and creating sustainable distribution and
core product original equipment manufacturer ("OEM") integration relationships.

 Redundant
Air Tank Systems

 In
September 2021, the Company acquired SSI to further expand its product offerings and manufacturing capabilities. SSI has been manufacturing
redundant air systems for recreational divers, private companies and militaries throughout the world for more than 40 years. Their state-of-the-art
manufacturing facility in Huntington Beach, California is equipped to add to the machining and product development capabilities of the
Company.

 The
SSI acquisition gives the Company access to a world-wide base of in excess of 400 dealers and distributors, GSA contracting capability,
as well as the direct source for the redundant air needs for our Brownie's Third Lung and BLU3 diving equipment and expands warehousing
capabilities, reducing freight costs for both sets of customers.

 SSI
continues to innovate their technologies to meet changing military and commercial needs and is in development of the next generation
of their Helicopter Emergency Egress Device ("HEED") product line, specifically designed for aircraft and military vehicle
use. Additionally, SSI has found use for their products in the medical field and continues to develop customer relationships in that
area to grow revenue and diversify its product and customer portfolio.

 In
February 2022, the Company incorporated LBI to begin its expansion into the retail, training and guided tour market. The Company's
vision for LBI is to become a fully integrated retail experience where the Company's unique products can be showcased, training
can be offered, and a tourist model created. LBI will provide experienced based activities for the consumer in the various watersport
activities it sells. In addition, LBI aims to provide training in those activities with the goal to have the consumer purchase the equipment,
particularly the unique technologies provided by BLU3, from its retail stores. LBI looks to provide the full Live Blue experience for
those consumers ready to enjoy all things watersports.

 In
May 2022, LBI acquired the assets of Gold Coast Scuba, a dive retail and training facility based in Lauderdale-By-The-Sea, Florida. This
retail location is the base in which the Live Blue brand will be developed.

 Diving
and Snorkeling Industry

 The
scuba diving equipment market size has grown steadily in recent years. It may grow from $4.39 billion in 2023 to $4.6 billion in 2024
at an expected compound annual growth rate (CAGR) of 4.7% according to Business and Research Company.com. The growth in the historic
period can be attributed to post-pandemic recovery, rescue and safety equipment development, accessibility of diving courses, e-commerce
penetration, and a rise in disposable income.

 The
Company has entered the tourist market via a guided tour program within LBI that is currently intended to act as an incubator for a scalable
franchise model. The Company believes that the guided tour model is an important building block in introducing its battery powered diving
products to the consumer market. Additionally, this model will not only give consumers the opportunity to "try before you buy",
but also provide experiential training for the consumer to increase the enjoyment and safety of our diving products.

 Yachting
Industry

 The
global luxury yacht market is estimated to be $8.73 billion in 2023 and expected to reach $9.19 billion in 2024 and is poised to
grow at a CAGR of 4.1% from 2024 to 2028 to reach $10.78 billion, according to Business and Research Company.com, a
market research firm, in their industry report dated January, 2024. The Company's BIAS systems have been designed with this
industry in mind. The Company markets directly to the yachting industry by leveraging its relationships with large yacht servicing
companies, yacht builders and yacht brokerages.

 The
recreational sailing and boating market and yachting industries also continue to grow. Grandview Research estimates that the recreational
boating market was valued at $44.5 billion in 2023 and is expected to grow at a CAGR of 5.4% through 2030.

 High
Pressure Compressor Line

 According
to Allied Market Research report published in February 2018, the North American high pressure compressor market is $880 million growing
at an estimated CAGR of 3%.

 The
Company expects to continue to distribute L&W compressors through its YachtPro, and BIAS systems, while continuing to focus on the
expansion of its distribution into non-marine related distribution channels that the Company believes should positively impact its market
reach.

 Intellectual
Property

 Trade
Names

 The
Company either owns or has licensed from entities in which Robert Carmichael, our Chairman, has an ownership interest, the following
registered and unregistered trade names, trademarks and service marks: Brownie's Third Lung, browniedive.com, Brownie's,
Brownie's Third Lung oval symbol, browniedive, YachtPro, NitroxMaker, BLU3, diveBLU3.com, BLU3 Nemo, BLU3-Vent, Submersible
Systems, Spare Air, HEED 3, Snorkelator, easy dive, spareair.com, HELO, RES, Gold Coast Scuba, fast float rescue harness, tankfill.com,
browniestankfill, browniestankfill.com, browniespublicsafety.com, browniespublicsafety, Peleton Hose System, Twin-Trim, and Kayak Diving
Hose Kit.

 The
Company owns the following patents:

 Patent
 number

 Issued
 Date

 Expiration
 Date

 Owned
 by

 10,758,246

 Abdominal
 Aortic Tourniquet

 9/1/2020

 3/17/2034

 Trebor
 Industries, Inc.

 9,782,182

 Abdominal
 Aortic Tourniquet

 10/10/2021

 10/26/2033

 Trebor
 Industries, Inc.

 9,351,737

 Abdominal
 Aortic Tourniquet

 5/31/2016

 3/2/2034

 Trebor
 Industries, Inc.

 11,265,625

 Automated
 Self-Contained Hooka system with unobtrusive aquatic data recording

 3/1/2022

 10/30/2039

 BLU3,
 Inc.

 11,077,924

 System
 for adjusting pressure limits based on depth of diver(s)

 8/3/2021

 3/20/2039

 Brownie's
 Marine Group, Inc.

 11,767,089

 System for adjusting pressure limits based on depth of diver(s)

 9/26/2023

 4/10/2041

 Brownie's Marine Group, Inc.

 Application
 number

 Filed
 Date

 Owned
 by

 17/683,502

 Automated
 Self-Contained Hooka system with unobtrusive aquatic data recording

 3/1/2022

 BLU3,
 Inc.

 License
Agreements

 On
April 6, 2018, the Company entered into a patent license agreement (the "STS Agreement") with Setaysha Technical Solutions,
LLC ("STS") pursuant to which the Company licensed certain intellectual property, including patent rights, non-patent rights
and know-how from STS for use in our ultra-portable tankless dive system products. Under the STS Agreement, the Company paid an initial
license fee in April 2018 through the issuance of 759,422 shares of common stock with a fair value of $30,000. The STS Agreement further
provides for royalties based on annual net revenues. On December 31, 2019, the Company entered into Addendum No. 1 to the STS Agreement
("Addendum No. 1") which amended the payments due upon the first commercial sale of Nemo. Upon entering into Addendum No.
1, $8,250 was paid to STS in cash and $8,250 was paid on January 10, 2020. On February 6, 2020, the Company issued 828,221 shares of
common stock with a fair value of $18,635 in satisfaction of $13,500 for the first commercial sale of the Nemo dive system. On June 30,
2020, the Company entered into Addendum No. 2 to the STS Agreement concerning STS's assistance related to designing and commercializing
certain diving products. Addendum No. 2 provides for a minimum yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in
December 2019 and increasing by 2.15% per year. With the introduction of the NOMAD in the last quarter of 2021, the Company is obligated
to pay an additional annual minimum royalty of $60,000 per year for the years 2022, 2023 and 2024, which increased the quarterly minimum
royalty by $15,000 per quarter. On November 1, 2022 the Company issued to the designees of STS 1,155,881 shares of common stock with
a fair value of $30,000 in accordance with the STS Agreement. Royalty recorded under the Amendment was $138,643 and $203,621 for the
years ended December 31, 2023 and 2022, respectively.

 Marketing

 Print
Literature, Public Relations, and Advertising

 We
have in-house graphic design capability to create and maintain product support literature, catalogs, mailings, web-based advertising,
newsletters, editorials, advertorials, and press releases. We also, from time-to-time, target specific markets by selectively advertising
in journals and magazines that we believe reach our potential customers. In addition, we strive to issue press releases, newsletters,
and social media postings periodically to keep the public informed of our latest products and related endeavors.

 Tradeshows

 In
2022, the Company was represented directly or indirectly at The Palm Beach Boat Show, The Annapolis Motor and Sailing Shows, The Fort
Lauderdale Boat show, Diving Equipment, Manufacturing show, The Seattle Boat Show, The Dubai Boat Show, and the HAI Heli-Expo, along
with various other trade and industry shows. In 2023, the Company expanded its marketing reach via tradeshows by attending all shows
attended in 2022, and attending Boot Dsseldorf in Europe, along with various other trade and industry shows.

 Websites

 We
sell our products online through our and our subsidiaries websites and many of our products are marketed on some of our customers'
websites. In addition to these websites, numerous other websites have quick links to the Company's website. Our products are available
both domestically and internationally. Internet sales and inquiries are also supported by the Company.

 Product
Research and Development

 Research
and development costs for the year ended December 31, 2023 and December 31, 2022 and were $13,880 and $18,393, respectively, none of
which cost is borne directly by customers.

 Government
Regulation

 The
SCUBA industry is self-regulating; therefore, the Company is not subject to government industry specific regulation. However, SSI, our
tank manufacturing company is subject to Department of Transportation ("DOT") regulation and testing of each of their tanks.
The Company strives to promote safe diving practices within the industry and believes it is at the forefront of self-regulation through
responsible diving practices. The Company is subject to all regulations applicable to "for profit" companies as well as all
trade and general commerce governmental regulation. All required federal and state permits, licenses, and bonds to operate its facility
have been obtained.

 Distribution/Customers

 The
Company has historically been predominantly a wholesale distributor to retail dive stores, marine stores, boat dealers, builders, and
the US and international militaries. Currently, the Company generates a significant amount of direct-to-consumer sales via its websites
and its relationship with Amazon via BLU3, BTL and SSI. Retail sales customers include boat owners, recreational divers, commercial divers
and pilots. The Company sells products to three entities owned by the brother of Robert Carmichael, the Company's Chairman, and
two companies owned by Mr. Carmichael. Combined sales to these six entities for 2023 and 2022, represented 10.6% and 11.4%, respectively,
of total net revenues.

 The
majority of L&W high pressure compressors and NitroxMaker systems have been sold to commercial dive stores, dive operators
(resorts and liveaboard dive boats), yacht builders, yacht owners, and high-pressure compressor distributors.

 Sales
of YachtPro compressor systems have been split between retail sales directly to consumers and wholesale sales to OEM boat builders/resellers/brokers.

 Suppliers/Raw
Materials

 Principal
raw materials for our business include machined parts such as rods, pistons, bearings, hoses, regulators, compressors, engines, high-pressure
valves and fittings, sewn goods, and various plastic parts including pans, covers, intake staffs, and quick release connections which
are typically purchased on a per order basis. Most materials are readily available from multiple vendors. Some materials require greater
lead times than other materials. Accordingly, we strive to avoid out of stock situations through careful monitoring of these inventory
lead times, and through avoiding single source vendors whenever possible. Principle suppliers include Lenhardt & Wagner GmbH, Xometry,
Inc., Burgess Manufacturing Corp, Bix International, Inc., Carrol Stream Motor Company, Zhejiang Xiangyang Gear Electormechan, Co, Tian
Li He Technology Co, Ltd, Xiamen Feipeng Insdustry Co. Ltd. and Catalina Cylinders, Inc.

 Competition

 We
consider the most significant competitive factors in our business to be innovation, lifestyle, fair prices, shopping convenience, variety
of available products, knowledgeable and prompt customer service and rapid and accurate order fulfillment. We currently have one significant
competitor within the BTL business model, Airline by JSink, Inc. There are a variety of competitors, including Aqua Lung America, Coltri
America and Bauer Compressors, Inc. in our redundant air tank systems and high-pressure compressor systems sales. In 2022 and 2023 competition
has surfaced in the BLU3 business segment from companies such as AirBuddy, and a few other very low-cost Chinese manufactured competitors.

 Overall,
we are operating in a moderately competitive environment. The price structure for all the products we distribute compares favorably with
the majority of our competitors based on quality and available features. We believe that our key competitive advantage is our ability
to create new products and, in some cases, new markets.

 Employees

 As of April 16, 2024, we have forty-one full-time employees, and four part-time employees.

 Seasonality

 Our
product lines have historically been seasonal in nature in the United States. The peak season for the diving related products, BTL, BLU3,
SSI and LBI is the second and third quarters of the year. The peak season for LWA high pressure products is typically the fourth and
first quarters of the year. The Company continues to address the seasonality of the business by expanding its reach beyond the traditional
markets in the U.S. to other areas of the world that may somewhat offset the seasonality.

 Item
1A.
 Risk
 Factors.

 Investing
in our common stock involves risks. In addition to the other information contained in this report, you should carefully consider the
following risks before deciding to purchase our common stock. The occurrence of any of the following risks might cause you to lose all
or a part of your investment. Some statements in this report, including statements in the following risk factors, constitute forward-looking
statements. Please refer to "Cautionary Statement Regarding Forward-Looking Statements" for more information regarding forward-looking
statements.

 FINANCIAL
RISKS

 We
have a history of losses.

 We
incurred net losses of $1,248,115 and $1,892,891, respectively, for the year ended December 31, 2023 and 2022. On December 31, 2023,
we had an accumulated deficit of $17,685,610. Revenues decreased by 11.6% for the year ended December 31, 2023, from 2022, and our gross
profit margin decreased from 32.6% in 2022 to 27.8% in 2023, our gross profit is not sufficient to cover our operating expenses of $3,277,319
and $4,644,595 for the twelve months ending December 31, 2023 and 2022, respectively. Operating expenses include non-cash stock compensation
expenses of $81,424 and $951,414 for the years ending December 31, 2023 and 2022, respectively. In the year ended December 31, 2023,
our selling, general and administrative expenses, decreased 29.5% from 2022. There are no assurances that we will be able to increase
our revenues to a level which supports profitable operations and provide sufficient capital to pay our operating expenses and other obligations
as they become due.

 Our
auditors have disclosed substantial doubt as to our ability to continue as a going concern.

 Our
independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to our
ability to continue as a going concern in its report on our audited consolidated financial statements for the year ended December
31, 2023. We have recurring losses from operations and had a net loss of approximately $1,248,000 and have used approximately
$375,000 in net cash used in our operations in the year ended December 31, 2023 as well as an accumulated deficit of approximately
$17,686,000. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our principal sources of
liquidity are sales of equity and debt securities. We do not have any firm commitments to raise additional working capital. As we
are a small company who stock is quoted on the OTC Markets, we expect to encounter difficulty in raising working capital upon terms
and conditions satisfactory to us, if at all. If we are unable to obtain sufficient funding or generate sufficient revenues, our
business and results of operations will be adversely affected, and we may be unable to continue as a going concern.

 We
rely on revenues from related parties.

 We
generate revenues from sales to related parties, which accounted for 10.6% of our net revenues in 2023 and 11.4% of our net revenues
in 2022. The loss of revenues from these related parties would have a material adverse impact on our business, results of operations
and financial condition in future periods.

 We
depend on licenses with Robert Carmichael, our Chairman, who owns much of our intellectual property.

 The
Company has licensed from entities in which Robert Carmichael, our Chairman, has an ownership interest, the following registered and
unregistered trade names, trademarks and service marks: Brownie's Third Lung, browniedive.com, Brownie's, Brownie's
Third Lung oval symbol, browniedive, YachtPro. Failure to maintain such licenses with Mr. Carmichael would have a material adverse effect
on the Company's financial condition.

 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.

 Our
management has previously determined that we did not maintain effective internal controls over financial reporting. For a detailed description
of these material weaknesses and our remediation efforts and plans, see Part II, Item 9A-Controls and Procedures of this Annual Report.
If the result of our remediation of the identified material weaknesses is not successful, or if additional material weaknesses are identified
in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal
control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive
and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports
which could have an adverse effect on our stock price and potentially subject us to litigation.

 The
U.S. Consumer Products Safety Commission ("CPSC") has issued a voluntary recall for one of our products.

 On
December 22, 2022, 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 will begin to receive
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 a reserve for those costs related to the recall of $160,500. In 2023 the Company finalized the recall and adjusted the reserve
down to approximately $86,300 to reflect the actual impact on the Company's financial condition.

 BUSINESS
AND OPERATIONAL RISKS

 We
are dependent upon certain key members of management and qualified employees and consultants.

 Our
success depends to a significant degree on the abilities and efforts of our senior management. and on our ability to attract, retain
and motivate highly qualified marketing, technical, engineering and sales personnel and consultants. These people are in high demand
and often have competing employment opportunities. The labor market for skilled employees is highly competitive and we may lose key employees
or be forced to increase their compensation to retain these people. Employee turnover could significantly increase our recruitment, training
and other related employee costs. The loss of key personnel, or the failure to attract qualified personnel, could result in delays in
development or fulfillment of any current strategic and operational plans and have a material adverse effect on our business, financial
condition or results of operations.

 Our
failure to obtain and enforce intellectual property protection may have a material adverse effect on our business.

 Our
success depends in part on our ability, and the ability of our patent and trademark licensors, and entities owned and controlled by Robert
Carmichael to obtain and defend our intellectual property, including patent protection for our products and processes, preserve our trade
secrets, defend and enforce our rights against infringement and operate without infringing the proprietary rights of third parties, both
in the United States and in other countries. Despite our efforts to protect our intellectual proprietary rights, existing copyright,
trademark and trade secret laws afford only limited protection.

 Our
industry is characterized by frequent intellectual property litigation based on allegations of infringement of intellectual property
rights. Although we are not aware of any intellectual property claims against us, we may be a party to litigation in the future.

 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.

 We
attempt to strengthen and differentiate our product portfolio by developing new and innovative products and product improvements. As
a result, our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets to us. Various
events outside of our control pose a threat to our intellectual property rights as well as to our products and services. For example,
effective intellectual property protection may not be available in countries in which our products are sold. Also, although we have registered
our trademark in various jurisdictions, our efforts to protect our proprietary rights may not be sufficient or effective. Any significant
impairment of our intellectual property rights could harm our business or our ability to compete. Litigation might be necessary to protect
our intellectual property rights and any such litigation may be costly and may divert our management's attention from our core
business. An adverse determination in any lawsuit involving our intellectual property is likely to jeopardize our business prospects
and reputation. Although we are not aware of any of such litigation, we have no insurance coverage against litigation costs, and we would
be forced to bear all litigation costs if we cannot recover them from other parties. All foregoing factors could harm our business, financial
condition, and results of operations. Any unauthorized use of our intellectual property could harm our operating results.

 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.

 Our
success mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectual
property rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of other intellectual
property rights of third parties. Holders of patents and other intellectual property rights potentially relevant to our product offerings
may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable terms. There may also be technologies
licensed to us and that we rely upon that are subject to infringement or other corresponding allegations or claims by third parties which
may damage our ability to rely on such technologies. In addition, although we endeavor to ensure that companies that work with us possess
appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created
by suppliers of components used in our products or by companies we work with in cooperative research and development activities. Our
current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products.
The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can
be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.
These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential
customers deferring, canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business,
financial condition and results of operations.

 We
may not be able to enforce our intellectual property rights throughout the world.

 The
laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many
companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions.
This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights. Many foreign
countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries
limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries,
patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive
and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and
we will not have the benefit of patent protection in such countries.

 Proceedings
to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts from other aspects of
our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition,
changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate
protection for our technology and the enforcement of intellectual property.

 We
rely on third party vendors and manufacturers.

 We
deal with suppliers on an order-by order basis and have no long-term purchase contracts or other contractual assurances of continued
supply or pricing. In addition, we have no long-term contracts with our manufacturing sources and compete with other companies for production
facility capacity. Historically, we have purchased enough inventories of products or their substitutes to satisfy demand. However, unanticipated
failure of any manufacturer or supplier to meet our requirements or our inability to build or obtain substitutes could force us to curtail
or cease operations. Certain of our product components are manufactured in China. Due to Covid, and the logistics challenges existing
currently, we have experienced delays and may experience continued delays in our supply chain, including component products, which are
manufactured in China. Our senior management will continue to monitor our situation on a daily basis; however, we expect that these factors
and others we have yet to experience may materially adversely impact our company, its business and operations for the foreseeable future.

 We
are dependent on consumer discretionary spending.

 The
success of our business depends largely upon a number of factors related to consumer spending, including current and future economic
conditions affecting disposable consumer income such as employment, business conditions, tax rates, and interest rates. In times of economic
uncertainty, consumers tend to defer expenditures for discretionary items, which effects demand for our products. Any significant deterioration
in overall economic conditions that diminishes consumer confidence or discretionary income can reduce our sales and adversely affect
our financial results. The impact of weakening consumer credit markets; layoffs; corporate restructurings; higher fuel prices; declines
in the value of investments and residential real estate; and increases in federal and state taxation can all negatively affect our results.
There can be no assurance that in this type of environment consumer spending will not decline, thereby adversely affecting our growth,
net sales and profitability or that our business will not be adversely affected by continuing or future downturns in the economy, boating
industry, or dive industry. If declines in consumer spending on recreational marine accessories and dive gear are other than temporary,
we could be forced to curtail or cease operations.

 Government
regulations may impact us.

 The
SCUBA industry is self-regulating, therefore, from an industry perspective the Company is not subject to government industry specific
regulation. However, our tank manufacturing operation is required to comply with DOT, as well as being approved to sell in various countries
outside of the United States. The Company strives to be a leader in promoting safe diving practices within the industry and is at the
forefront of self-regulation through responsible diving practices. The Company is subject to all regulations applicable to "for
profit" companies as well as all trade and general commerce governmental regulation. All required federal and state permits, licenses,
and bonds to operate its facility have been obtained. There can be no assurance that our operations will not be subject to more restrictive
regulations in the future, which could force us to curtail or cease operations.

 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.

 A
wide variety of local, state, national, and international laws, directives and regulations apply to the collection, use, retention, protection,
disclosure, transfer, and other processing of personal data (including with respect to the European Union's General Data Protection
Regulation and U.S. state laws such as the California Consumer Privacy Act). These data protection and privacy-related laws and regulations
continue to evolve and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions
and increased costs of compliance. Our failure to comply with applicable laws and regulations, or to protect such data, could result
in enforcement actions against us, including fines, imprisonment of company officials and public censure, claims for damages by end-customers
and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing end-customers and prospective
end-customers), any of which could have a material adverse effect on our operations, financial performance, and business. Changing definitions
of personal data and personal information, within the European Union, the United States, and elsewhere may limit or inhibit our ability
to operate or expand our business, including limiting strategic partnerships that may involve the sharing of data. The evolving data
protection regulatory environment may require significant management attention and financial resources to analyze and modify our information
technology infrastructure to meet these changing requirements all of which could reduce our operating margins and impact our operating
results and financial condition.

 Bad
weather could have an adverse effect on operating results.

 Our
business is significantly impacted by weather patterns. Unseasonably cool weather, extraordinary amounts of rainfall, or unseasonably
rough surf, may decrease boat use and diving, thereby decreasing sales. Accordingly, our results of operations for any prior period may
not be indicative of results of any future period.

 The
manufacture and distribution of recreational diving equipment could result in product liability claims.

 We,
like any other retailer, distributor and manufacturer of products that are designed for recreational sporting purposes, face an inherent
risk of exposure to product liability claims in the event that the use of our products results in injury. Such claims may include, among
other things, that our products are designed and/or manufactured improperly or fail to include adequate instructions as to proper use
and/or side effects, if any. We do not obtain indemnification from parties supplying raw materials, manufacturing our products
or marketing our products. In the event that we do not have adequate insurance or contractual indemnification, product liabilities relating
to defective products could have a material adverse effect on our operations and financial conditions, which could force us to curtail
or cease our business operations.

 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.

 We
presently have vested and unvested options, warrants, convertible debt and Series A Convertible Preferred Stock that if exercised would
result in the issuance of an additional 103,389,724 shares of our common stock. The issuance of shares upon exercise of options will
result in dilution to the interests of other shareholders.

 Our
common stock may be affected by limited trading volume and may fluctuate significantly.

 Our
common stock is quoted on the OTCQB tier of the OTC Markets. There is a limited public market for our common stock and there can be no
assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders'
ability to sell our common stock in short time periods, or possibly at all. Thinly traded common stock can be more volatile than common
stock traded in an active public market. Our common stock has experienced, and is likely to experience in the future, significant price
and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.
In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the
condition of the financial markets could cause the price of our common stock to fluctuate substantially.

 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.

 While
we voluntarily file reports with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), we do not have a class of securities registered under Section 12(g) of the Exchange Act. To the extent that our duty to
file Exchange Act reports has automatically suspended under Section 15(d) of the Exchange Act, as a voluntary filer, we may elect to
cease reporting under the Exchange Act at such time which would limit the information available to investors and shareholders 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
common stock is deemed to be "penny stock" as that term is defined under the Exchange Act. Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges.
Our common stock is covered by an SEC rule that imposes additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors, which are generally institutions with assets in
excess of $5,000,000, or individuals with net worth in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.

 Broker/dealers
dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers
are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. These requirements
may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for
investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline.

 Our
officers and directors are able to control the Company.

 Our
officers and directors and their affiliates own or have the right to vote a majority of the common stock of our company. As a result,
they have significant influence over the management and affairs of the Company and control over matters requiring stockholder approval,
including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets.
Their interests may differ from the interests of other shareholders and thus result in corporate decisions that are disadvantageous to
other shareholders. This concentration of ownership and influence in management and board decision-making could also harm the price of
our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether
by making a tender offer or otherwise) or otherwise attempting to obtain control of our company.

 Item
1B.
 Unresolved
 Staff Comments

 Not
applicable to smaller reporting companies.

 Item
1C.
 Cybersecurity

 The
Company engages a third-party provider to maintain our systems and management participates in the assessment to identify any risks from
cybersecurity threats. Our third-party provider monitors our firewall, network, system security and internal and external backups and
reports any issues to the Company. The Company's Board, together with management, is engaged in our cybersecurity monitoring managed
by our third-party provider and it is constantly changing. Any issues are appropriately addressed timely. To date, we have not experienced
any cybersecurity incidents that materially affected our business strategy, results of operations or financial condition.

 Item
2.
 Properties.

 Pompano
Beach, FL

 Our
Pompano Beach, Florida facilities are comprised of two adjoining properties totaling approximately 16,566 square feet of leased space
the bulk of which is factory and warehouse space. The initial 37-month lease covering approximately 8,541 square feet commenced on September
1, 2014. The lease provided for payment of a $5,367 security deposit, base rent of approximately $4,000 per month over the term of the
lease plus sales tax, and payment of 10.76% of annual operating expenses for common areas maintenance, subject to periodic adjustment.
On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, which extended the term
of the lease for an additional 84 months, expiring September 30, 2024. The base rent was increased to $4,626 per month with a 3% annual
escalation throughout the amended term.

 On
November 11, 2018, the Company entered a new 69-month lease agreement for an additional 8,025 square feet adjoining its existing facility
in Pompano Beach, Florida. The new lease provided for a $6,527 security deposit, an initial base rent of approximately $4,848 per month
escalating at 3% per year during the term of the lease plus Florida state sales tax and payment of 10.11% of the building's annual
operating expenses for common area maintenance, subject to adjustment as provided in the lease.

 Huntington
Beach, California

 Our
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, 2022. 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")
commencing October 1, 2022, The term of the sublease is through December 31, 2023 with a base monthly rent of $2,247 for the first twelve
months with an 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.

 Lauderdale-By-The-Sea,
Florida

 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 to the remainder of the lease for approximately 1,600 square feet of retail space located at 259 Commercial Blvd., Suites
2 and 3 in Lauderdale-By-The Sea, Florida. The lease is in its third year of a three-year term and has a $2,816 per month base rent.
The lease provides an option to renew for an additional term of two years with an increase of base rent by 3.5%

 We
believe that the facilities are suitable for their intended purpose, are being efficiently utilized and provide adequate capacity to
meet demand for the foreseeable future.

 Item
3.
 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
4.
 Mine
 Safety Disclosure.

 Not
applicable.

 PART
II

 Item
5.
 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities.

 The
Company's common stock is quoted on the OTCQB tier of the OTC Markets under the symbol "BWMG". On March 29, 2024, the
closing sale price of our common stock was $0.012 per share.

 Holders
of Common Stock

 As
of May 9, 2024, the Company had approximately 386 shareholders of record.

 Dividends

 We
have not paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intend
to retain any earnings, if any, to finance the growth of the business. We cannot assure you that we will ever pay cash dividends. Whether
we pay any cash dividends in the future will depend on our financial condition, results of operations and other factors that the board
of directors will consider.

Authorized for Issuance under Equity Compensation Plans

 The
following table provides information regarding our equity compensation plans as of December 31, 2023:

Compensation Plan Information

 Plan category

 Number of

 securities to be

 issued upon

 exercise of

 outstanding

 options,

warrants and rights

 average

exercise

 price of outstanding

 options, warrants

 and rights
 ($)

 Number of

 securities

 remaining

 available for

 future issuance

 under equity

 plans

 Plans approved by our shareholders (1)

 3,275,000

.0410

 21,725,000

 Plans not approved by shareholders (2)

 64,164,6377

.0293

 -

 (1)
Represents stock options granted to employees under the Equity Compensation Plan as described in Item 10 of this Annual Report. 25,000,000
shares are reserved for issuance under the Plan.

 (2)
Represents (i) five-year options granted to each of Robert Carmichael, Mikkel Pitzner and Blake Carmichael to purchase an aggregate of
35,295,237 shares of common stock at $0.018 per share, (ii) a three-year option to purchase 2,000,000 shares of common stock at $0.0229
per share to Jeffrey Guzy, a former director, (iii) a three-year option to purchase 2,000,000 shares of common stock at $0.0229 per share
to Biz Launch Advisors, LLC, a former financial consultant, (iv) a three-year option to purchase an aggregate of 125,000,000 shares of
common stock at $0.045 per share and a to Robert Carmichael, (v) a five-year option to purchase an aggregate of 21,759,400 shares of
common stock at $0.0399 per share to Blake Carmichael, (vi) a five-year option to purchase 7,110,000 shares of common stock at $0.0531
per share to Christeen Buban, President of SSI.

 Recent
Sales of Unregistered Securities

 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.

 Item
6.
 Reserved

 Item
 7.
 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 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere
in this Annual 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 Annual 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 federal securities and any other applicable law.

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

 Reserve
for Nomad Recall

 On
December 22, 2022, the CPSC issued a 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 will begin to receive units back
from consumers to repair affected Nomad units. Additionally, BLU3 will re-start its manufacturing process for the Nomad tankless dive
system utilizing the material and design changes approved during the recall process, and immediately re-establish the product in all
of its sales channels. The Company has set an allowance for expenses related to this recall of $160,500. However, in 2023 the Company
adjusted the allowance down to $86,300 to reflect the actual impact on the Company's financial condition.

 Results
of Operations

 Years
Ended December 31, 2023 and 2022

 Overall,
our net revenues decreased 11.6% in 2023 from 2022, which included a decrease of 17.8% in sales to related parties. Our cost of revenues
in 2023 was 71.9% of our total net revenues as compared to 67.4% in 2022. Included in our cost of revenues are royalty expenses we pay
to Robert Carmichael which decreased 6.5% in 2023 from 2022. We reported a gross profit margin of 28.1% in 2023 as compared to 32.6%
in 2022.

 Net
Revenues

 The
following tables provide net revenues, costs of revenues, and gross profit margins for our segments for 2023 and 2022.

 Year Ended December 31,

 2023

 2022

 % change

 Legacy SSA Products

 $
 2,312,122

 $
 2,601,622

 (11.1
)%

 High Pressure Gas Systems

 996,040

 1,118,081

 (10.9
)%

 Ultra-Portable Tankless Dive Systems

 1,904,687

 3,052,192

 (37.6
)%

 Redundant Air Tank Systems

 2,065,224

 1,592,601

 29.7
 %

 Guided Tour Retail

 302,724

 212,876

 42.2
 %

 Total revenue

 $
 7,580,798

 $
 8,577,372

 (11.6
)%

 Cost
of revenues as a percentage of net revenues

 Year Ended December 31,

 2023

 2022

 Legacy SSA Products

 85.6
 %

 74.6
 %

 High Pressure Gas Systems

 66.5
 %

 61.8
 %

 Ultra-Portable Tankless Dive Systems

 72.6
 %

 61.2
 %

 Redundant Air Tank Systems

 59.9
 %

 69.7
 %

 Guided Tour Retail

 62.7
 %

 82.2
 %

 Gross
profit margins

 Year Ended December 31,

 2022

 2021

 Legacy SSA Products

 14.4
 %

 25.4
 %

 High Pressure Gas Systems

 33.5
 %

 38.33
 %

 Ultra-Portable Tankless Dive Systems

 27.4
 %

 38.8
 %

 Redundant Air Tank Systems

 40.1
 %

 30.3
 %

 Guided Tour Retail

 37.3
 %

 17.8
 %

 Operating
Expenses

 Operating
expenses, consisting of selling, general and administrative ("SG&A") expenses and research and development costs, are
reported on a consolidated basis for our operating segments. Aggregate operating expenses decreased 31.0% for the year ended December
31, 2023 as compared to the year ended December 31, 2022.

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

 SG&A
decreased by 31.0% for the years ended December 31, 2023 as compared to the year ended December 31, 2022. SG&A during those years
are as follows:

 Expense Item

 2023

 2022

 % Change

 Payroll

 $
 1,788,890

 $
 1,946,985

 (8.1
)%

 Non-Cash Stock based compensation – options

 81,424

 998,474

 (91.8
)%

 Professional Fees

 269,621

 340,221

 (20.8
)%

 Advertising

 365,604

 499,441

 (26.8
)%

 All Others

 757,899

 841,081

 (9.9
)%

 Total SG&A

 $
 3,263,439

 $
 4,626,202

 (29.5
)%

 Payroll
decreases for the year ended December 31, 2023 can be attributed to a decrease in the BTL and BLU3 payroll which contributed the majority
of the 8.1% decrease. BLU3 decreased its engineering staff in 2023 by one engineer. Additionally, the CEO resigned in Q2 of 2023 and
the annual salary was not incurred.

 Non-Cash
Stock compensation expenses decreased 91.8% for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The
decrease can be attributed to fewer options being issued during the year as well as certain vesting criteria not being met in 2023 that
were met in 2022.

 Professional
fees, representing legal, accounting and other professional fees, which we paid in a combination of cash, common stock, or stock options,
decreased 20.8% for the year ended December 31, 2023 as compared to the year ended December 31, 2022. Accounting fees decreased, 30.3%
in 2023, due to the change in audit firms for the year ended December 31, 2022. Additionally, legal fees decreased by 48.9% due to fewer
stock awards for legal fees in 2023.

 Advertising
expense decreased 26.8% for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The decrease is attributed
to less spending on direct and internet advertising by BTL, BLU3 and SSI in 2023.

 Other
expenses decreased 9.9% for the year ended December 31, 2023 as compared the year ended December 31, 2022. The primary driver of the
decrease to other expenses is the reserve for expenses related to the 2022 recall of the Nomad dive system. This reserve was decreased
to reflect the actual expense of the recall in 2023.

 Research
& Development Expenses (R&D Expenses)

 R&D
expenses for the year ended December 31, 2023 decreased 24.5% as compared to the year ended December 31, 2022. The decrease can be primarily
attributed to the completion of the R&D for BLU3's NOMAD in early 2022.

 Other
Expense

 For
the year ended December 31, 2023 interest expenses totaled approximately $78,700 as compared to approximately $42,500 in interest expense
for the year ended December 31, 2022. This increase can be attributed to the increase in convertible debt related to the SSI acquisition,
as well as the financing of tools and dyes for both the SSI and BLU3 operations.

 Liquidity
and Capital Resources

 We
had cash of $431,112 on December 31, 2023.The following table summarizes total current assets, total current liabilities and working
capital at December 31, 2023 as compared to December 31, 2022.

 % of Change

 Total Current Assets

 $
 2,736,601

 $
 3,265,714

 (16.2
)%

 Total Current Liabilities

 $
 2,502,787

 $
 1,792,151

 39.7
 %

 Working Capital

 $
 233,814

 $
 1,473,563

 (84.1
)%

 The
decrease in our current assets on December 31, 2023 from December 31, 2022 primarily reflects decreases in cash and inventory of approximately
$476,000. The decrease in inventory was due to inventory in BLU3 that was used for
the sale of the Nomad dive system through the end of 2023.

 The
increase in our total current liabilities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 reflects
an increase in customer deposits of approximately $88,206, an increase of approximately $79,011 in other liabilities, primarily attributed
to the reserve for Nomad recall expenses of $160,500, and a decrease of 9,892 in operating lease liabilities with the
signing of the SSI lease renewal, and an increase of $225,000 in related party demand note, due to the issuances of new notes.

Cash Flows

 Years Ended December 31,

 2023

 2022

 Net cash used in operating activities

 $
 (374,827
)

 $
 (678,357
)

 Net cash (used in) investing activities

 $
 (29,955
)

 $
 (62,164
)

 Net cash provided by financing activities

 $
 351,467

 $
 581,805

 Net
cash used in operating activities for 2023 was primarily the result of a net loss of $1,248,115, as well as the change in long term lease
liability of $258,034 for the year ended December 31, 2023 as compared to December 31, 2022. The cash used related to net loss was offset
by $462,297 in depreciation and amortization expenses and $81,424 non-cash stock based compensation expenses during the year ended December
31, 2023.

 Net
cash used in investing activities for the year ended December 31, 2023 of $29,955 reflects primarily the cash used to purchase fixed assets.
This compares to cash used to acquire assets of Gold Coast Scuba of $30,000, as well as the cash used to purchase fixed assets, net of
debt totaling approximately $21,124, and fixed asset purchases of $11,040 for the year ended December 31, 2022.

 Net
cash provided by financing activities for the year ended December 31, 2023 reflects $200,000 in proceeds related to the sale of the Company's
common stock and units comprised of stock and $225,000 in proceeds from the issuance of demand notes. The increase in net cash was offset
by repayments of notes payable and other debt of $73,533. This is compared to cash provided from the sale of common stock and units
of $305,000, proceeds from the exercise of warrants of $265,000, and the repayment of debt and notes payable totaling $54,988 for the
year ended December 31, 2022.

 Going
Concern

 Our
audited consolidated financial statements included in this Annual Report were prepared assuming we will continue as a going concern,
and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities
that might be necessary should we be unable to continue in operation. The report of our independent registered public accounting firm
on our audited consolidated financial statements for the year ended December 31, 2023 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 $17,685,610 as of December 31, 2023. Despite a working capital surplus of $233,814 at December 31, 2023, the continued losses
and cash used in operations raise substantial doubt as to the Company's ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent upon the Company's ability to continue to increase revenues, control expenses,
raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels
of profitability and cash flows would be detrimental to the Company. 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 Estimates

 The
Company's management discussion and analysis of its financial condition and results of operations are based upon the Company's
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The
preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of its
assets, liabilities, sales and expenses, and related footnote disclosures. On an on-going basis, the Company evaluates its estimates
for product returns, bad debts, inventories, income taxes, warranty obligations, litigation and other subjective matters impacting the
financial statements. The Company bases its estimates on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions
or conditions.

 The
Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation
of its consolidated financial statements.

 Allowance
for Doubtful Accounts

 Allowances
for doubtful accounts are estimated based on estimates of losses related to customer accounts receivable balances. Estimates are developed
by using standard quantitative measures based on historical losses, adjusting for current economic conditions and, in some cases, evaluating
specific customer accounts for risk of loss. The establishment of reserves requires the use of judgment and assumptions regarding the
potential for losses on receivable balances. Though the Company considers these balances adequate and proper, changes in economic conditions
in specific markets in which the Company operates and any specific customer collection issues the Company identifies could have a favorable
or unfavorable effect on required allowance balances.

 Inventories

 The
Company values inventory at the lower of cost (determined using the first-in first-out method) or net realizable value. Management's
judgment is required to determine the allowance for obsolete or excess inventory. Inventory on hand may exceed future demand either because
the product is outdated or because the amount on hand is more than will be used to meet future needs. Inventory allowances are estimated
by the individual operating companies using standard quantitative measures based on criteria established by the Company. Though the Company
considers these reserve balances to be adequate, changes in economic conditions, customer inventory levels, or competitive conditions
could have a favorable or unfavorable effect on required allowance balances.

 Deferred
Taxes

 The
Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While
the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the
valuation allowance, in the event the Company were to determine that it would not be able to realize all or part of its net deferred
tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.
Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase income in the period such determination was made.

 Warranties

 The
Company accrues a warranty reserve for estimated costs to provide warranty services. Warranty reserves are estimated using standard quantitative
measures based on criteria established by the Company. Estimates of costs to service its warranty obligations are based on historical
experience, expectation of future conditions and known product issues. To the extent the Company experiences increased warranty claim
activity or increased costs associated with servicing those claims, revisions to the estimated warranty reserve would be required. The
Company engages in product quality programs and processes, including monitoring and evaluating the quality of its suppliers, to help
minimize warranty obligations.

 Off
balance Sheet Arrangements

 We
currently have no off-balance sheet arrangements.

 Item
7A.
 Quantitative
 and Qualitative Disclosures about Market Risk.

 Not
required for smaller reporting companies.

 Item
8.
 Financial
 Statements and Supplementary Data.

 Our
consolidated financial statements appear beginning at page F-1.

 Item
9.
 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A.
 Controls
 and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under Exchange Act. In designing
and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures
are met. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on their evaluations as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial
Officer concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required
to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer,
to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial
reporting described below. A material weakness is a deficiency, or combination of deficiencies, which 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 December 31, 2023
and based upon the such evaluation, have concluded that the disclosure controls and procedures as of December 31, 2023 were not effective
due to the material weaknesses identified below.

 To
address these material weaknesses, management performed additional procedures to ensure the financial statements included herein fairly
present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal
control system was designed to, in general, provide reasonable assurance to the Company's management and board regarding the preparation
and fair presentation of published financial statements, but because of the inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 Our
management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. The framework
used by management in making that assessment was the criteria set forth in the documents entitled "2013 Internal Controls –
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment,
management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of December
31, 2023 and that material weaknesses in internal controls over financial reporting described below existed.

 A
material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board
("PCOAB") Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely
basis. Management has identified the following material weaknesses:

 There
 are an insufficient number and lack of qualified accounting department and administrative
 personnel and support;

 There
 are 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;

 The
 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.

 Internal
Control Remediation Efforts.

 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 will be analyzed and adjusted Company-wide, where possible. The Company is in the
 process of hiring additional personnel in the accounting department as part of the internal
 controls implementation and documentation of those controls and procedures.

 The
 Company plans on evaluating various accounting systems to enhance our 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.

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
SEC that exempt smaller reporting companies from this requirement.

 Changes
in Internal Control over Financial Reporting

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

 Item
9B.
 Other
 Information.

 None.

 Item
9C.
 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10.
 Directors,
 Executive Officers, and Corporate Governance.

 The
following are the names, ages and positions of our current executive officers and directors.

 Name

 Age

 Position

 Robert
 M. Carmichael

 Chief
 Executive Officer, Chairman, President, and Chief Financial Officer and Director

 Christopher
 H. Constable

 Charles
 F. Hyatt

 Key
 Employee

 Blake
 Carmichael

 Chief
 Executive Officer and President of BLU3

 Our
directors are elected for a term of one year and serve until such director's successor is duly elected and qualified. Each executive
officer serves at the pleasure of the Board.

 Robert
M. Carmichael. Since April 2004, Mr. Carmichael has served as our Chairman and President, and from April 2004 until November
2020 served as our Chief Executive Officer. Mr. Carmichael has served as our Chief Financial Officer since 2017 and a director since
2005. Mr. Carmichael was selected to serve as a director for his general business management experience with specific experience in the
diving industry.

 Christopher
H. Constable. Mr. Constable as served as our Chief Executive Officer and a director starting November 2020. On June 24, 2023,
Mr. Constable submitted his resignation as Chief Executive Officer effective July 7, 2023. Mr. Constable remained a member of the Company's
Board of Directors. Mr. Constable sat on the board of directors of Bon Natural Life, Ltd. (NASDAQ: BON), and served as the Chairman of
the audit committee until March, 2022. Prior to joining our company, from August 2020 through the November 2020, Mr. Constable provided
business and financial consulting services. From 2003 through February 2020 Mr. Constable served as Chief Financial Officer of John Keeler
& Co., Inc., d/b/a Blue Star Foods, a privately held international seafood company which in 2018 merged into Blue Star Foods Corp.,
a Miami, Florida-based sustainable seafood company (NASDAQ: BSFC). Mr. Constable served as Chief Financial Officer and a director of
Blue Star Foods Corp until February 2020. Prior thereto, from 1999 to 2003, Mr. Constable was a consultant at Gateway Capital Corp.,
a business consulting firm, where he analyzed the financial and reporting capabilities of prospective lending customers with revenues
from $10 to $100 million. Additionally, Mr. Constable was involved with loan workouts of facilities that required either liquidation
or restructuring to ensure collectability for the financial institutions. From 1990 to 1999, Mr. Constable was a commercial banker at
Mercantile Bankshares in Baltimore, Maryland, Finova Capital Corporation and Capital Bank, both in south Florida. Mr. Constable received
his B.S. in Finance with an Accounting Minor from the Merrick School of Business at the University of Baltimore in 1989. Mr. Constable
was selected to serve as a director for his experience with public companies and over 30 years background in finance and accounting.

 Charles
F. Hyatt. Mr. Hyatt has served as a director since March 2019. Mr. Hyatt is involved in the automotive industry and present
owner of several franchise car dealerships in Myrtle Beach, South Carolina, including Myrtle Beach Hyundai (since 1999). In the past
his ownerships also included Hyatt Buick & GMC (from 2001 to 2022), Myrtle Beach Suzuki (from 2004 until 2012), Sun Coast Mazda and
Mitsubishi (from 2001 until 2009), Stone Mountain Chevrolet (from 2001 until 2009. From 1994 to 1997, Mr. Hyatt served as Wholesale Purchase
Director with Lamar Ferrel Chevrolet, and from 1991 to 1994 as General Manager of Bob Harris Ford. From 1988 to 1990, Mr. Hyatt was the
Demonstration Director of Auto Dialysis, and from 1986 to 1998, the General Manager/Operational Partner of Ken Hyatt Dodge, Chrysler
and Plymouth. Since 2013, Mr. Hyatt has owned and operates the Gilligan Island Funland Golf amusement park. Mr. Hyatt sits on the American
Cross Heroes committee and is the winner of the Jefferson Award (2017) for his community involvement. Mr. Hyatt was selected to serve
on the board of directors for his general business management experience.

 There
are no family relationships between any of the executive officers and directors.

 Key
Employee

 Blake
Carmichael. Since December 2017, Mr. Carmichael has served as Chief Executive Officer of BLU3. He joined our company in May 2017
as an electrical engineer with a primary focus to develop new battery powered hookah diving products. Mr. Carmichael graduated from Florida
Atlantic University in May 2017 with a Bachelor of Science in Electrical Engineering. During college, he worked in 2014 and 2015 as a
participant in the University of Central Florida / Lockheed Martin College Work Experience Program as a systems engineer with a focus
on testing for infrared imaging systems used in military aircraft. In the summer of 2016, he participated in the Naval Surface Warfare
Center's Naval Research Enterprise Intern Program with a focus on integrating underwater vehicles for survey and recovery at the
South Florida Ocean Measurement Facility.

 Committees
of the Board of Directors

 We
have not established an Audit Committee, Compensation Committee or a Nominating Committee The entire Board participates in the nomination
and audit oversight processes and considers executive and director compensation. Given the size of the Company, the entire Board is involved
in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority
to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not
aware of any other conflicts of interest with any of our executive officers or directors.

 We
are not a "listed company" under SEC rules and therefore are not required to have an audit committee comprised of independent
directors. Christopher Constable is a "financial expert" within the meaning of the rules and regulations of the SEC.

 Compensation
of Directors

 The
following table provides information concerning the compensation paid to our Company's non-employee director for services rendered
as a director during the year ended December 31, 2023.

 Fees

 earned or

 paid in

 cash

 Stock

 awards

 Option

 awards

 Non-equity

 incentive

 plan

 Nonqualified

 deferred

 earnings

 All other

 Total

 Name

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Christopher Constable

 7,500

 -

 7,500

 Charles Hyatt

 18,000

 -

 -

 -

 -

 18,000

 Delinquent
Section 16(a) Reports

 Not
applicable.

 Code
of Ethics

 The
Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small
size and limited resources and because management's attention has been focused on matters pertaining to business operations.

 Shareholder
Communications

 Although
we do not have a formal policy regarding communications with our Board, shareholders may communicate with the Board by writing to us
at Brownie's Marine Group, Inc., 3001 NW 25th Avenue, Suite 1, Pompano Beach, Florida 33069, Attention: Robert Carmichael. Shareholders
who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

 Item
11.
 Executive
 Compensation

 The
following table provides certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer and
the other executive officer with compensation exceeding $100,000 during the year ended December 31, 2023 (each a "Named Executive
Officer").

Compensation Table

 No equity

 Non-
qualified

 Stock

 Option

 incentive
plan

 deferred

 All other

 Name and

 Salary

 Bonus

 Awards

 Awards

 earnings

 Total

 Principal Position

 Year

 ($)

 ($)

 ($)(1)

 ($)(1)

 ($)

 ($)

 ($)

 ($)

 Robert Carmichael

 2021

 120,000

 -

 -

 -

 -

 84,994
 (2)

 204,994

 CEO, Chairmen, President and CFO

 2023

 140,769

 -

 -

 -

 81,241
 (3)

 222,010

 Christopher Constable,

 2022

 199,255

 -

 95,969
 (4)

 -

 -

 5,756
 (5)

 300,980

 CEO

 2023

 119,074
 (6)

 -

 -

 -

 10,954
 (5)

 130,028

 (1)
 the aggregate grant date fair value of the shares of our common stock, computed in accordance
 with ASC Topic 718. The assumptions made in the valuations of the stock awards are included
 in Note 13 of the notes to our consolidated financial statements.

 (2)
 (i) $18,000 in director compensation (ii) $5,686 in health insurance premiums paid on behalf
 of Mr. Carmichael, and (iii) an aggregate of $61,308 in royalties paid to an entity controlled
 by Mr. Carmichael under the terms of a license agreement with the Company.

 (3)
 (i) $18,000 in director compensation (ii) $5,921 in health insurance premiums paid on behalf
 of Mr. Carmichael, and (iii) an aggregate of $57,320 in royalties paid to an entity controlled
 by Mr. Carmichael under the terms of a license agreement with the Company.

 (4)
 a five-year option to purchase 2,403,846 shares of common stock. The option was forfeited upon Mr. Constable's resignation as Chief Executive Officer effective July 7, 2023.

 (5)
 (i) $7,500 in director compensation (ii) $3,454 health insurance premiums paid by the Company
 on behalf of Mr. Constable.

 (6)
 Represents a portion of salary for 2023 due to Mr. Constable submitted his resignation as Chief Executive Officer
effective July 7, 2023.

Plan

 On
May 26, 2021, the Company adopted the Company's Equity Compensation Plan (the "Plan"). The Plan provides for the award
of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants
who provide services to the Company. The terms of awards under the Plan are made by the Administrator of the Plan appointed by the Company's
Board of Directors, or in the absence of an Administrator, by the Board. The Company has reserved 25,000,000 for issuance under the Plan.
The term of the Plan is ten years.

 Outstanding
Equity Awards at December 31, 2023

 The
table below reflects all equity awards made to each Named Executive Officer that were outstanding on December 31, 2023.

 Name

 Number
 of
 Underlying
 Unexercised
 (#)
 Exercisable

 Number
 of
 Underlying
 Unexercised
 (#)
 Unexercisable

 Incentive
 Plan
 Awards:
 Number
 of
 Underlying
 Unexercised
 Unearned
 (#)

 Option

 Exercise
 Price
 ($)

 Option
 Expiration Date

 Robert
 Carmichael

 20,761,904
 (1)

 -

 -

 0.018

 7/29/2024

 25,000,000
 (2)

 100,000,000

 -

 0.045

 4/30/2023

 (1)
 fully vested in January 2020

 (2)
 vest based upon certain corporate milestones as discussed in Note 13 of the financial statements
 included in this Annual Report.

 Christopher
Constable Employment Agreement

 On
November 5, 2020, we entered into a three-year employment agreement (the "Constable Employment Agreement"), which agreement
will automatically renew for one-year successive terms unless either party notifies the other of its desire to terminate the agreement
at least 60 days prior to the then current term. Pursuant to the Agreement, Mr. Constable will serve as our Chief Executive Officer and
a director. In consideration for his services, Mr. Constable is entitled to an annual base salary of $200,000, payable in accordance
with the customary payroll practices of the Company, and upon execution of the Constable Employment Agreement and on each anniversary
thereof, a non- qualified immediately exercisable five-year stock option to purchase that number of shares equal to $100,000 of the value
of the Company's common stock at an exercise price equal to the market price of the common stock on the date of issuance. Pursuant
to the Agreement, on November 5, 2020, we issued Mr. Constable an option to purchase 5,434,783 shares of common stock at an exercise
price of $0.0184 per share pursuant to an option award agreement and upon the first anniversary we issued Mr. Constable an option to
purchase 2,403,846 shares of common stock at an exercise price of $0.0401.

 In
addition, Mr. Constable is entitled to receive four-year stock options to purchase shares of common stock at an exercise price equal
to $0.0184 per share in the amounts listed below based upon the following performance milestones during the term of the Constable Employment
Agreement: (i) 2,000,000 shares - if the Company's total net revenues, as reported in its statement of operations in its financial
statements in its filings with the SEC, including as a result of a stock or asset acquisition of a third party ("Net Revenues")
are in excess of $5,000,000, in the aggregate, for four consecutive fiscal quarters; (ii) 3,000,000 shares - if the Net Revenues are
in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters; (iii) 5,000,000 shares - if the Net Revenues are in
excess of $10,000,000, in the aggregate, for four consecutive fiscal quarters; and (iv) 20,000,000 shares - if the Company's common
stock is listed on the on NASDAQ or New York Stock Exchange. Mr. Constable is also entitled to participate in all benefit programs the
Company offers to its executives, reimbursement for business expenses and three weeks of annual paid vacation.

 The
agreement may be terminated for "cause" (as defined in the Agreement), upon his death or disability, or by the Company without
cause. Furthermore, Mr. Constable may terminate the Agreement for "good reason" (as defined in the agreement). If the Company
terminates the agreement for cause, or if it terminates upon Mr. Constable's death or disability, or if he voluntarily terminates
the Agreement, neither Mr. Constable nor his estate (as the case may be) is entitled to any severance or other benefits following the
date of termination. If the Company terminates the Agreement without cause or Mr. Constable terminates the Agreement for good reason,
the Company is obligated to continue to pay Mr. Constable's base salary for a period of six months. The Agreement also contains
customary confidentiality, non-disclosure and indemnification provisions.

 On
June 24, 2023, Mr. Constable voluntarily submitted his resignation as Chief Executive Officer effective July 7, 2023. Mr. Constable remains
a member of the Company's Board of Directors.

 Blake
Carmichael Employment Agreement

 On
August 1, 2021, we entered into a three-year employment agreement with Blake Carmichael (the "Blake Carmichael Employment
Agreement") pursuant to which Mr. Carmichael will continue to serve as Chief Executive Officer of BLU3. In consideration for
his services, Blake Carmichael will receive (i) an annual base salary of $120,000, payable in accordance with the customary payroll
practices of the Company, and (ii) a cash bonus equal to 5% of the net income of BLU3 payable quarterly, beginning with the first
full calendar quarter after the execution of the agreement, and (iii) a non-qualified five-year stock option to purchase 3,759,400
shares of common stock at an exercise price $0.0399, 33.3% of which stock subject to the option vested immediately upon grant, 33.3%
vests on the second anniversary and 33.3% vests on the third anniversary of the agreement. In addition, Blake Carmichael was granted
a five-year stock option to purchase up to 18,000,000 shares of common stock at an exercise price of $0.0399 per share which vests
upon the achievement of certain annual financial metrics as set forth in the Agreement.

 Item
12.
 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Our
voting securities consist of our common stock and preferred stock, par value $0.001 per share, designated Series A Convertible Preferred
Stock (the "Series A Stock"). Each share of Series A Stock is convertible into one share of our common stock at any time
at the option of the holder at a conversion price of $18.23 per share. Holders of our common stock are entitled to one vote for each
share held, and holders of our Series A Stock are entitled to 250 votes for each share held. Our common stock and Series A Stock vote
together as on any matters submitted to our shareholders for a vote.

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth, as of March 30, 2024, the number of shares of common stock and Series A Stock beneficially owned by (i) each
person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be
the beneficial owner of more than 5% of the outstanding common stock; (ii) each of the Company's directors (iii) each Named Executive
Officer and (iv) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal
stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under
the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly
has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes
the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed
to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the
shares beneficially owned and each stockholder's address is c/o Brownie's Marine Group, Inc., 3001 NW 25th Avenue, Suite
1, Pompano Beach, Florida 33069. The percentages below are calculated based on 437,742,050 issued and outstanding shares of common stock
and 425,000 shares of Series A Stock outstanding as of March 30, 2024.

 Name and Address of
Beneficial Owner

 Amount and

Nature of

 Beneficial Ownership

 Percent of Class

 Named Executive Officers and Directors

 110,167,757
 (1)

 25.2
 %

 Christopher H. Constable

 -

 0.0
 %

 Charles F. Hyatt

 164,285,713
 (2)

 37.5
 %

 All directors and executive officers as a group (three persons)

 274,453,470
 (1)(2)

 62.7
 %

 5% or Greater Shareholder

 Joseph Perez
135 Weston Road, Suite 328, Weston, Florida 33326

 50,000,000

 11.4
 %

 Summit Holdings V, LLC
3427 Bannerman Road, Suite D208
Tallahassee, Florida 32312

 28,288,833

 6.5
 %

 Series A Convertible Preferred Stock

 %

 All directors and executive officers as a group (one person)

 %

 (1)

 Includes:
 (i) 14,587,190 shares held by 940A Associates, Inc., a corporation over which Mr. Carmichael is the sole owner and has voting and
 dispositive power; (ii) an aggregate of 23,320 shares issuable upon conversion of 425,000 shares of Series A Stock (iii) options
 to purchase an aggregate of 20,761,904 shares of common stock at an exercise price of $0.018 per share and (iv) options to purchase
 an aggregate of 50,000,000 shares of common stock at an exercise price of $0.045. Does not include the voting power over 106,250,000
 shares of common stock by virtue of Mr. Carmichael's beneficial ownership of 425,000 shares of Series A Stock.

 (2)

 Includes
 warrants to purchase an aggregate of 17,142,855 shares of common at an exercise price of $.0175 per share.

 Item
13.
 Certain
 Relationships and Related Transactions, and Director Independence.

 We
sell products to Brownie's Southport Divers, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys, companies
owned by the brother of Robert Carmichael. Combined net revenues from these entities for the years December 31, 2023 and 2022, totaled
$806,824 and $977,145, respectively. Accounts receivable from Brownie's SouthPort Diver's, Inc., Brownie's Palm Beach
Divers, and Brownie's Yacht Toys at December 31, 2023, were $5,901, $11,927 and $-0-, respectively. Accounts receivable from Brownie's
SouthPort Diver's, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys at December 31, 2022, were $16,875,
$6,773 and $15,532, respectively.

 We
also sell products to Brownie's Global Logistics, LLC ("BGL") and 940 Associates, Inc. ("940 A"), entities
wholly-owned by Robert Carmichael. Combined net revenues from these three entities for the years ended December 31, 2023 and 2022 were
$1,799 and $4,646, respectively. In addition, from time to time Mr. Carmichael purchases products from us for his personal use. Accounts
receivable from BGL, 940 A and Mr. Carmichael totaled $647 at December 31, 2023 and $2,408 at December 31, 2022.

 We
owed BGL $-0- and $2,980 at December 31, 2023 and 2022, respectively, which represents purchase of inventory including batteries for
Sea Lion (battery operated unit) and Honda engines for our regular gasoline powered units. As of December 31, 2022, the Company also
had an amount due of $5,000 to Mr. Carmichael for an advance to BLU3,Inc. The Company also had an amount due of $441 to Robert Carmichael
and $476 to Blake Carmichael as of December 31, 2023.

 We
are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark "Brownies Third
Lung", "Tankfill", "Brownies Public Safety" and various other related trademarks as listed in the
agreement. The agreement provides for a royalty to be paid equal to the greater of 2.5% on all sales of Trebor or $15,000 per
quarter. Total royalty fees paid to 940 A in the years ended December 31, 2023 and 2022 totaled $31,993 and $61,308, respectively.
The Company had accrued royalties of $2,238 and $2,845 for the years ended December 31, 2023 and 2022, respectively.

 On
September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael
for funds to meet the working capital needs of LBI. Interest on the note is payable in shares of common stock of the Company at a conversion
price equal to the 90 day value weighted average price ("VWAP") of the Company's stock prior to the quarterly interest
payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.021 per share at any
time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company's stock as of the date of the note.

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

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

 On
March 14, 2022, the Company issued 10,000,000 shares of common stock to Charles Hyatt, a director, upon exercise of a warrant at an exercise
price of $0.04 per share for proceeds of $250,000.

 On
March 14, 2022, the Company issued 600,000 shares of common stock to Grace Hyatt, the adult daughter of Charles Hyatt, a director, upon
exercise of a warrant at an exercise price of $0.04 per share for proceeds of $15,000.

 On
December 13, 2022, the Company issued 5,714,286 shares of common stock and a two-year warrant to purchase 5,714,286 shares of common
stock at an exercise price of $0.0175 per share to Charles Hyatt a director, in a private offering for proceeds of $100,000.

 On
September 14, 2023, The Company issued an on-demand note to Robert Carmichael, the CEO of the Company (the "Lender") in the
principal amount of $50,000. The on-demand note bears no interest and is payable upon request.

 On
November 7, 2023, the Company issued a promissory note (the "Note") to Charles Hyatt, a director of the Company (the "Lender")
in the principal amount of $150,000. The Note bears interest at the rate of 9.9% per annum, is payable in monthly installments, and matures
on August 7, 2024.

 On
December 18, 2023, The Company issued an on-demand note to Robert Carmichael, the CEO of the Company (the "Lender") in the
principal amount of $25,000. The on-demand note bears no interest and is payable upon request.

 Blake
Carmichael, the Chief Executive Officer of BLU3 is the son of Robert Carmichael, the Company's Chairman, President and a director.

Independence

 The
Company has two independent director, Christopher Constable and Charles Hyatt, who are considered "independent" as defined
under Rule 5605 of the Nasdaq Marketplace Rules.

 Item
14.
 Principal
 Accounting Fees and Services.

 The
following table shows the fees that were billed for the audit and other services provided by Liggett & Webb, PA for 2022 (until
October 10, 2022). As of October 10, 2022, Liggett & Webb, P.A. resigned as the independent registered public accounting firm
engaged to audit the financial statements of the Company. Also on such date, the Company's Board of Directors engaged
 Assurance Dimensions, Inc. to serve as its independent registered public accounting firm to perform the year-end audit for the year
ended December 31, 2023 and December 31, 2022. The following table shows the fees billed for the audit and other services for 2023
and 2022.

 2023

 2022

 Audit Fees

 $
 69,817

 $
 90,040

 Audit-Related Fees

 -

 -

 Tax Fees

 5,000

 2,700

 Other

 -

 -

 Total

 $
 74,817

 $
 92,740

 Audit
Fees

 Audit
fees consist of fees for professional services rendered for the audit of the Company's consolidated financial statements included
in the Company's Annual Report on Form 10-K and the review of financial statements included in the Company's Quarterly Reports
on Form 10-Q.

 We
incurred tax related fees of $5,000 and $2,700 with Liggett & Webb, P.A. for the years ended December 31, 2023 and 2022,
respectively.

 Administration
of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

 We
have not yet established an audit committee. Until then, there are no formal pre-approval policies and procedures. The audit and tax
fees paid to the auditors with respect to 2023 and 2022 were pre-approved by the entire board of directors.

 The
percentage of hours expended on Assurance Dimensions respective engagement to audit our financial statements for the most recent fiscal
year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was
0%.

 PART
IV

 Item
15.
 Exhibits,
 Financial Statements Schedules

 Incorporated by Reference

 No.

 Exhibit

 Form

 Date

 Filed

 Exhibit

 Number

 2.4

 Agreement and Plan of Merger and Reorganization, dated September 3, 2021, among the Company, Submersible Acquisition, Inc., Submersible Systems, Inc. and the Shareholders of Submersible Systems, Inc.

 9/9/21

 10.1

 2.4

 Plan of Conversion

 2.1

 3.1

 Articles of Conversion (Nevada)

 3.1

 3.2

 Certificate of Conversion (Florida)

 3.2

 3.3

 Articles of Incorporation (Florida)

 3.3

 3.5

 Articles of Amendment

 12/16/15

 3.5

 3.6

 Bylaws

 3.4

 4.1

 2021 Equity Compensation Plan

 8/16/21

 4.1

 4.2

 Form of 2017 Secured Convertible Promissory Note

 4/17/18

 4.2

 4.3

 10% Unsecured Convertible Debenture dated May 3, 2011

 11/20/18

 4.3

 4.5

 Form of Stock Option Grant to Robert Carmichael dated July 29, 2019 +

 8/1/19

 4.5

 4.6

 Form of Stock Option Grant to Jeffrey Guzy dated January 9, 2020

 1/10/20

 4.1

 4.7

 $66,793 Convertible Demand Note, dated September 30, 2022

 10/12/22

 4.1

 10.1

 Share Exchange Agreement, dated March 23, 2004 by and among the Company, Trebor Industries, Inc. and Robert M. Carmichael

 4/9/04

 16.1

 10.2

 Commercial Multi-Tenant Lease, dated September 14, 2022 between Submersible Systems, Inc. and Slater Palms LLC

 10/12/22

 10/1/22

 10.3

 Exclusive License Agreement, effective January 1, 2005, between 940 Associates, Inc. and Trebor Industries Inc.

 10-QSB

 8/15/05

 10.20

 10.4

 Lease Agreement, dated September 1, 2014, between Liberty Property Limited Partnership and Trebor Industries, Inc.

 4/17/18

 10.11

 10.5

 Lease Amendment, dated December 1, 2016, between Liberty Property Limited Partnership and Trebor Industries, Inc.

 4/22/22

 10.5

 10.6

 Exclusive Distribution Agreement, dated August 7, 2017, between and Lenhardt & Wagner GmbH

 6/7/19

 10.15

 10.7

 Lease Agreement, dated November 11, 2018, between Liberty Property Limited Partnership and the Company

 6/7/19

 10.16

 10.9

 Non-Qualified Stock Option Agreement, dated April 14, 2020, between the Company and Robert Carmichael +

 4/17/20

 10.1

 10.10

 Form of Restricted Stock Award Agreement

 4/30/20

 10.1

 10.11

 Promissory Note, dated May 12, 2020, in the principal amount of $159,600 issued to South Atlantic Bank

 5/13/20

 10.1

 10.12

 Patent License Agreement, dated April 6, 2018 between Setaysha Technical Solutions, Inc. and the Company

 6/29/20

 10.17

 10.13

 Addendum No. 1 to Patent License Agreement dated December 31, 2019, between Setaysha Technical Solutions, Inc. and the Company

 6/29/20

 10.18

 10.18

 Employment Agreement Dated August 1, 2021, between the Company and Blake Carmichael

 11/22/21

 10.22

 10.19

 Director Agreement, dated April 1, 2019, between the Company and Charles Hyatt

 4/4/19

 10.1

 10.20

 Employment Agreement dated September 3, 2021, between the Company and Christeen Buban

 11/22/21

 10.23

 10.21

 Form of letter agreement for incentive compensation +

 6/1/20

 10.1

 10.22

 Addendum No. 2 to Patent License Agreement, dated June 30, 2020, between Setaysha Technical Solutions, Inc. and the Company

 8/26/20

 10.1

 10.23

 Employment Agreement, dated November 5, 2020, between Christopher Constable and the Company. +

 11/12/20

 10.2

 10.24

 Non-Qualified Stock Option Agreement Non-Plan, dated November 5, 2020, between the Company and Christopher Constable

 11/12/20

 10.1

 10.27

 First Amendment to Lease Agreement, dated December 1, 2016 between Trebor Industries, Inc. and Liberty Property Limited Partnership

 4/22/22

 10.27

 10.28

 8% Convertible Promissory Note, dated September 3, 2021

 9/9/21

 4.1

 10.29

 Confidentiality, Non-Competition And Non-Solicitation Agreement, dated September 3, 2021, between the Company and Richard S. Kearney

 9/9/21

 10.2

 10.30

 Investment Banking Engagement Agreement, dated August 6, 2021, between the Company and Newbridge Securities Corporation

 11/22/21

 10.21

 10.31

 Asset Purchase Agreement, dated May 2, 2022, among the Company, Gold Coast Scuba, LLC, LLC Members and Live Blue, Inc.

 5/3/22

 10.67

 10.32

 Form of Subscription Agreement

 9/12/22

 10.1

 10.33

 Form of Common Stock Purchase Warrant

 9/12/22

 10.2

 10.34

 Lease Agreement, dated September 14, 2022, between Slater Palms, LLC and the Company

 *

 10.35

 Sublease Agreement, dated September 20, 2022, between Camburg Engineering, Inc. and the Company

 *

 Subsidiaries

 *

 31.1

 Certification Pursuant to Rule 13a-14(a)/15d-14(a)

 *

 31.2

 Certification Pursuant to Rule 13a-14(a)/15d-14(a)

 *

 32.1

 Certification Pursuant to Section 1350

 *

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith

 +
Management Contract

 Item
16.
 Form
 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
 May 9, 2024

 Brownie's
 marine group, Inc.

 By:

 /s/ Robert
 M. Carmichael

 Chief Executive Officer,

 (Principal Executive Officer)

 By:

 /s/ Robert
 M. Carmichael

 Chief Financial Officer,

 (Principal Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 /s/ Robert
 M. Carmichael

 Chairman
 of the Board, President, Chief Executive Officer, Director, and Chief Financial Officer (Principal Executive Officer)

 Date: May 9, 2024

 /s/ Christopher
 H. Constable

 Christopher H. Constable

 Date: May 9, 2024

 /s/ Charles
 F. Hyatt

 Charles F. Hyatt

 Date: May 9, 2024

 Financial
Statements and Supplementary Data Brownie's Marine Group, Inc.

to Audited Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 5036)

 Consolidated Balance Sheet as of December 31, 2023 and 2022

 Consolidated
 Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated
 Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Brownie's Marine Group, Inc. and Subsidiaries

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Brownie's Marine Group, Inc. and Subsidiaries (the Company) as of
December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders' equity, and cash flow for each
of the years in the two-year period ended December 31, 2023, and the related consolidated notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2023, and the results of its operations and its cash flow for each of the years in the two-year period ended December
31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company had a net loss of approximately $1,248,115 and cash used in operating activities of
approximately $374,827 for the year ended December 31, 2023 as well as an accumulated deficit of approximately $17,685,610 as
of December 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of the Matter

 The
Company is required to test the carrying amount of goodwill at least annually, or more frequently upon the occurrence of certain events.
The Company is also required to assess the recoverability of its long-lived assets, including its amortizable intangible assets, whenever
certain events occur or circumstances change that may be indicators of impairment. We identified this area as a critical audit matter
because the annual goodwill impairment test and the evaluation of recovery of long-lived assets requires significant judgment regarding
the evaluation of qualitative factors. Additionally, these assessments also require appropriate determination of reporting units and
asset groups, including the allocation of acquired tangible and intangible assets to such groupings. The evaluation of a certain asset
group also required comparison of future non-discounted cash flows to the carrying value of the asset group, which required estimates
of future cash flows associated with that asset group, including growth rates, profitability rates and estimates of other sources and
uses of cash such as changes in working capital and capital expenditures. The Company engaged a third-party valuation specialist to assist
with its assessment.

 How
we addressed the matter in our audit

 Our
audit procedures to address the risk of material misstatement relating to goodwill and intangible assets included, among others, evaluating
the appropriateness of asset groupings at the reporting unit level and asset group level. We also evaluated management's assessment
of qualitative factors associated with the reporting unit containing goodwill and associated with all relevant asset groups. Our procedures
also included evaluating management's forecast of non-discounted cash flows associated with a certain asset group where a qualitative
factor required such further analysis. We also assessed the competence, independence, qualifications, experience, and capabilities of
the third-party valuation specialist, and evaluated the appropriateness and reasonableness of the methodology and assumptions used by
comparing them to external and historical data; testing the calculation and forecast model for mathematical accuracy; validating the
appropriateness and reliability of inputs and amounts used; and evaluating the adequacy of the financial statement disclosures relating
to goodwill, intangible assets and other long-lived assets, including disclosure of key assumptions and judgments. As a result of our
testing, we did not take exception to management's conclusion that no impairment should be recognized related to goodwill or long-lived
assets for the year ended December 31, 2023.

 We
have served as the Company's auditor since 2022

 Margate, Florida

 May
9, 2024

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current Assets

 Cash

 $
 431,112

 $
 484,427

 Accounts receivable – net of allowances of $ 54,427 in 2023 and $ 28,558 in 2022

 84,140

 111,844

 Accounts receivable - related parties

 32,130

 55,428

 Accounts receivable

 32,130

 55,428

 Inventory, net

 1,998,807

 2,421,885

 Prepaid expenses and other current assets

 190,412

 192,130

 Total current assets

 2,736,601

 3,265,714

 Property, equipment and leasehold improvements, net

 342,681

 339,546

 Operating lease right-of-use assets

 844,083

 1,133,092

 Intangible assets, net

 573,955

 646,422

 Goodwill

 Other assets

 30,724

 30,724

 Total assets

 $
 4,778,030

 $
 5,665,484

 Liabilities and stockholders' equity

 Current liabilities

 Accounts payable and accrued liabilities

 $
 789,702

 $
 829,456

 Accounts payable - related parties

 46,578

 37,539

 Customer deposits and unearned revenue

 255,740

 167,534

 Other liabilities

 451,954

 372,943

 Operating lease liabilities

 259,154

 269,046

 Related party convertible demand note, net

 52,484

 49,147

 Convertible notes

 346,871

 -

 Convertible notes

 346,871

 -

 Loans payable, current portion

 75,304

 66,486

 Related party notes payable

 225,000

 -

 Total current liabilities

 2,502,787

 1,792,151

 Loans payable, net of current portion

 64,656

 143,960

 Convertible notes, net of current portion

 -

 342,943

 Operating lease liabilities

 615,915

 864,057

 Total liabilities

 3,183,358

 3,143,111

 Commitments and contingent liabilities (see note 15)

 -

 -

 Stockholders' equity

 Preferred stock; $ 0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of December 31, 2023 and December 31, 2022.

 Common stock; $ 0.0001 par value; 1,000,000,000 shares authorized; 437,742,050 shares issued and outstanding at December 31, 2023 and 425,520,662 shares issued and outstanding at December 31, 2022, respectively.

 43,775

 42,553

 Common stock payable 138,941 shares and 138,941 shares, respectively as of December 31, 2023 and December 31, 2022.

 Additional paid-in capital

 19,236,068

 18,916,876

 Accumulated deficit

 ( 17,685,610
)

 ( 16,437,495
)

 Total stockholders' equity

 $
 1,594,672

 $
 2,522,373

 Total liabilities and stockholders' equity

 $
 4,778,030

 $
 5,665,484

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

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 FOR
THE YEARS ENDED DECEMBER 31

 2023

 2022

 Net revenues

 Net revenues

 $
 6,773,974

 $
 7,595,581

 Net revenues - related parties

 806,824

 981,791

 Net revenues

 806,824

 981,791

 Total net revenues

 7,580,798

 8,577,372

 Cost of net revenues

 Cost of net revenues

 4,889,769

 5,055,947

 Cost of net revenues - related parties

 387,160

 462,297

 Cost of net revenues

 387,160

 462,297

 Royalties expense - related parties

 57,320

 61,308

 Royalties expense

 138,643

 203,621

 Total cost of revenues

 5,472,892

 5,783,173

 Gross profit

 2,107,906

 2,794,199

 Operating expenses

 Selling, general and administrative

 3,263,439

 4,626,202

 Research and development costs

 13,880

 18,393

 Total operating expenses

 3,277,319

 4,644,595

 Loss from operations

 ( 1,169,413
)

 ( 1,850,395
)

 Other (income) expense, net

 Interest expense

 ( 78,702
)

 ( 42,496
)

 Total other (income) expense - net

 ( 78,702
)

 ( 42,496
)

 Loss income before provision for income taxes

)

)

 Provision for income taxes

 -

 -

 Net loss

 $
)

 $
)

 Basic loss per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Diluted loss per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Basic weighted average common shares outstanding

 436,199,516

 410,509,853

 Diluted weighted average common shares outstanding

 436,199,516

 410,509,853

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

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Shares Outstanding

 Par

 Shares Outstanding

 Par

 Shares

 Amount

 Paid-in Capital

 Accumulated Deficit

 Stockholders Equity

 Preferred Stock

 Common Stock

 Common Stock Payable

 Additional

 Total

 Shares Outstanding

 Par

 Shares Outstanding

 Par

 Shares

 Amount

 Paid-in Capital

 Accumulated Deficit

 Stockholders' Equity

 Balance, December 31, 2021

 $

 393,850,475

 $
 39,386

 $

 $
 17,132,434

 $
 ( 14,544,604
)

 $
 2,627,655

 Shares issued for the purchase of units

 -

 -

 14,255,951

 1,426

 -

 -

 303,574

 -

 305,000

 Shares issued for exercise of warrants

 -

 -

 10,600,000

 1,060

 -

 -

 263,940

 -

 265,000

 Shares issued for Asset Purchase

 -

 -

 3,084,831

 -

 -

 119,692

 -

 120,000

 Shares issued for Royalty agreement

 -

 -

 1,155,881

 -

 -

 29,884

 -

 30,000

 Shares issued for accrued interest in convertible notes

 -

 -

 784,253

 -

 -

 38,306

 -

 38,384

 Shares issued for employee bonus

 -

 -

 280,000

 -

 -

 11,032

 -

 11,060

 Shares issued for services

 -

 -

 1,509,271

 -

 -

 47,350

 -

 47,501

 Beneficial Conversion Feature

 -

 -

 -

 -

 -

 -

 19,250

 -

 19,250

 Stock Option Expense

 -

 -

 -

 -

 -

 -

 951,414

 -

 951,414

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 425,520,662

 $
 42,553

 $

 $
 18,916,876

 $
 ( 16,437,495
)

 $
 2,522,373

 425,520,662

 $
 42,553

 $

 $
 18,916,876

 $
 ( 16,437,495
)

 $
 2,522,373

 Shares issued for the purchase of units

 -

 -

 11,428,570

 1,143

 -

 -

 198,857

 -

 200,000

 Shares issued for accrued interest in convertible notes

 -

 -

 792,818

 -

 -

 38,911

 -

 38,990

 Stock Option Expense

 -

 -

 -

 -

 -

 -

 81,424

 -

 81,424

 Net Loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 437,742,050

 $
 43,775

 $

 $
 19,236,068

 $
 ( 17,685,610
)

 $
 1,594,672

 437,742,050

 $
 43,775

 $

 $
 19,236,068

 $
 ( 17,685,610
)

 $
 1,594,672

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

 F- 5

 CONSOLIDATED STATEMENT OF CASH FLOWS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 2023

 2022

 Cash flows provided by operating activities:

 Net loss

 $
)

)

 Adjustments to reconcile net loss to cash used in operating activities:

 Depreciation and amortization

 162,976

 149,120

 Amortization of debt discount

 10,312

 5,304

 Amortization of right-of-use asset

 289,009

 241,995

 Common stock issued for services

 -

 47,501

 Shares issued for royalty

 -

 30,000

 Allowance (recovery) for doubtful accounts

 25,870

 -

 Allowance for slow moving inventory

 21,694

 26,207

 Allowance for Nomad recall

 ( 160,500
)

 160,500

 Stock Based Compensation – Options

 81,424

 951,414

 Stock based compensation – stock grant

 -

 11,060

 Shares issued for accrued interest in convertible notes

 38,990

 38,385

 Changes in operating assets and liabilities

 Change in accounts receivable, net

 1,834

 11,426

 Change in accounts receivable – related parties

 23,298

 21,873

 Change in inventory

 401,385

 ( 443,412
)

 Change in prepaid expenses and other current assets

 ( 61,971
)

 99,017

 Change in other assets

 -

 ( 16,626
)

 Change in accounts payable and accrued liabilities

 ( 39,755
)

 85,073

 Change in customer deposits and unearned revenue

 88,206

 23,596

 Change in long term lease liability

 ( 258,034
)

 ( 242,690
)

 Change in other liabilities

 239,511

 14,519

 Change in accounts payable – related parties

 9,039

 Net cash used in operating activities

 ( 374,827
)

 ( 678,357
)

 Cash flows provided by (used) in investing activities:

 Cash used in asset acquisition

 -

 ( 30,000
)

 Cash used in purchase of fixed assets, net of debt

 -

 ( 21,124
)

 Purchase of fixed assets

 ( 29,955
)

 ( 11,040
)

 Net cash used in investing activities

 ( 29,955
)

 ( 62,164
)

 Cash flows from financing activities:

 Proceeds from issuance of units

 200,000

 305,000

 Proceeds from exercise of Warrants

 -

 265,000

 Proceeds of related party demand note

 225,000

 Proceeds of convertible note

 -

 66,793

 Repayment of debt

 ( 73,533
)

 ( 54,988
)

 Net cash provided by financing activities

 351,467

 581,805

 Net decrease in cash

 ( 53,315
)

 ( 158,716
)

 Cash, beginning balance

 484,427

 643,143

 Cash, end of Year

 $
 431,112

 484,427

 Supplemental disclosures of cash flow information:

 Cash Paid for Interest

 $
 39,712

 42,496

 Cash Paid for Income Taxes

 $
 -

 -

 Supplemental disclosure of non-cash financing activities:

 Operating lease obtained for operating lease liability

 $
 -

 $
 920,615

 Common Stock issued for asset acquisition

 $
 -

 $
 120,000

 Beneficial conversion feature on notes issued for acquisition

 $
 -

 $
 19,250

 Fixed asset purchase through the issuance of debt

 $
 -

 $
 84,500

 Prepayment for equipment through financing

 $
 -

 $
 63,689

 The
accompanying notes are an integral part of these financial statements

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2023 AND 2022

 Note
1. Description of business and summary of significant accounting policies

of business – Brownie's Marine Group, Inc., a Florida corporation (the "Company," or "BWMG"),
(1) designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned
subsidiary Trebor Industries, Inc., a Florida corporation organized in 1981 ("Trebor" or "BTL"), (2) manufactures
and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through
its wholly owned subsidiary Brownie's High Pressure Compressor Services, Inc., a Florida corporation organized in 2017 ("BHP"),
doing business as LW Americas ("LWA") and (3) develops and markets portable battery powered surface supplied air dive systems
through its wholly owned subsidiary BLU3, Inc., a Florida corporation ("BLU3"). On September 3, 2021, the Company, entered
into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Submersible Acquisition, Inc., a Florida
corporation 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 organized in 2017, 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, 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.

 Basis
of Presentation – The consolidated financial statements of the Company have been prepared in accordance with the accounting
principles generally accepted in the United States of America ("GAAP").

 Definition
of fiscal year – The Company's fiscal year end is December 31.

 Principles
of Consolidation -The consolidated financial statements include the accounts of BWMG and its wholly owned subsidiaries, Trebor, BHP,
BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.

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

 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 of issuance of these financial statements. We incurred net losses for the years ended December 31, 2023 and
2022 of $ 1,248,115 and $ 1,892,891, respectively. The Company had an accumulated deficit as of December 31, 2023 of $ 17,685,610.

 The
Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial
doubt about our ability to continue as a going concern for the twelve months after the date that the financial statements were issued.
Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing
including commercial banks and other lending institutions. The Company has issued common stock and has historically issued convertible
notes to finance working capital needs and may continue to seek to raise additional capital through sale of common stock or other securities
or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful
in obtaining additional funds.

 If
the Company fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale
back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements
do not include any adjustments that may result from the outcome of these uncertainties.

 Cash
and equivalents – Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents.

 Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000
 per EIN. At December 31, 2023 and 2022, the Company
had approximately $ 25,000 and $- 0 -,
respectively, in excess of the FDIC insured limit.

 F- 7

 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 historical
loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at December 31, 2023, because 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).
As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category.
Accordingly, the allowances for doubtful accounts totaled
$ 54,427
and $ 28,558
at December 31, 2023 and 2022, respectively.

 Inventory
– The Company values inventory at the lower of cost (determined using the first-in first-out method) or net realizable value.
Management's judgment is required to determine the allowances for obsolete or excess inventory. Inventory on hand may exceed
future demand either because the product is outdated or because the amount on hand is more than will be used to meet future needs.
Inventory allowances are estimated by the individual operating companies using standard quantitative measures based on criteria
established by the Company. Though the Company considers these allowance balances to be adequate, changes in economic conditions,
customer inventory levels or competitive conditions could have a favorable or unfavorable effect on required allowance
balances.

 Property
and equipment and leasehold improvements – Property and equipment and leasehold improvement is stated at cost less accumulated
depreciation or amortization. Depreciation and amortization is provided principally on the straight-line method over the estimated useful
lives of the assets or term of the lease, which are primarily 3 to 5 years. The cost of repairs and maintenance is charged to expense
as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset,
cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

 The
Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives
of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate
of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

 Goodwill

 The
Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets
acquired, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or
more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic
conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not
that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the
carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit's carrying value over its
fair value. As of December 31, 2023 and 2022, there was no such impairment.

 Intangible
assets

 Intangible
assets are comprised of customer relationships, trademarks and non-compete agreements acquired in a business combination. The Company
amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment
on an annual basis, or more frequently if the Company believes indicators of impairment exist.

 Unlike
goodwill and indefinite-lived intangible assets, the accounting rules do not provide for an annual impairment test in determining whether
fixed assets (e.g., property, plant, and equipment) and finite-lived intangible assets (e.g., customer lists) are impaired. Instead,
they require that a triggering event occur before testing an asset for impairment. Once a triggering event has occurred, the impairment
test employed is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to
hold the asset for continued use, the impairment test involves a comparison of undiscounted cash flows against the carrying value of
the asset as an initial test. If the carrying value of such asset exceeds the undiscounted cash flow, the asset would be deemed to be
impaired. Impairment would then be measured as the difference between the fair value of the fixed or amortizing intangible asset and
the carrying value to determine the amount of the impairment. As of December 31, 2023 and 2022, there was no such impairment.

 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:

of Related Party and Non-related Party Revenue

 2023

 2022

 Revenues

 $
 6,773,974

 $
 7,595,581

 Revenues - related parties

 806,824

 981,791

 Total Revenues

 $
 7,580,798

 $
 8,577,372

 F- 8

 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 products, 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:

of Related Party and Non-Related Party Cost of Revenue

 2023

 2022

 Cost of revenues

 $
 4,889,769

 $
 5,055,947

 Cost of revenues - related parties

 387,160

 462,297

 Cost of revenues

 387,160

 462,297

 Royalty expense - related parties

 57,320

 61,308

 Royalty expense

 138,643

 203,620

 Total cost of revenues

 $
 5,472,892

 $
 5,783,173

 Operating
Expenses

 Operating
expenses include selling expenses such as warehousing expenses after manufacture, as well as expenses for advertising, and other marketing
expenses. Operating expenses also include such costs as payroll costs, travel costs, professional service fees (including legal fees),
depreciation and other general and administrative costs.

 Lease
Accounting

 We
account for leases in accordance with ASC 842.

 The
lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We 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. We did not reassess whether any contracts entered into prior to adoption
are leases or contain leases.

 We
categorize leases with contractual terms longer than twelve months as either operating or finance leases. Finance leases are generally
those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under
finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any
finance leases as of December 31, 2023 and 2022. Our leases generally have terms that range from three years for equipment and three
to six years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a
single component and account for them as a lease.

 F- 9

 Lease
liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings
available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives,
plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their
expected useful life or the lease term.

 When
we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset,
and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement
of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the
term of the lease.

 Supplemental
balance sheet information related to leases was as follows:

of Supplemental Balance Sheet Information

 Operating Leases

 Classification

 Right-of-use assets

 Operating lease assets

 $
 844,083

 $
 1,133,092

 Current lease liabilities

 Current operating lease liabilities

 $
 259,154

 $
 269,046

 Non-current lease liabilities

 Long-term operating lease liabilities

 615,915

 864,057

 Total lease liabilities

 $
 875,069

 $
 1,133,103

 Lease
term and discount rate were as follows:

of Operating Lease Liabilities

 December 31, 2023.

 Weighted average remaining lease term (years)

 3.47

 4.47

 Weighted average discount rate

 6.59
 %

 6.82
 %

 The
components of lease costs were as follows:

of Lease Cost

 Operating lease cost

 $
 109,125

 $
 246,571

 Variable lease cost

 -

 -

 Total lease costs

 $
 109,125

 $
 246,571

 Supplemental
disclosures of cash flow information related to leases were as follows:

of Cash Flow Information Related to Leases

 Cash paid for operating lease liabilities

 $
 468,138

 $
 340,471

 Operating right of use assets obtained in exchange for operating lease liabilities

 $
 844,083

 $
 920,615

 F- 10

 Maturities
of lease liabilities were as follows as of December 31, 2023:

of Maturities of Operating Lease Liabilities

 Trebor Industries
 Office Lease

 BMG Office
 Lease

 Submersible Systems
 Lease

 Live Blue, Inc.

 Total lease
 payments

 2024

 51,064

 51,956

 210,600

 -

 313,620

 2025

 -

 -

 216,397

 -

 216,397

 2026

 -

 -

 222,886

 -

 222,886

 2027

 -

 -

 229,566

 -

 229,566

 Thereafter

 -

 -

 19,177

 19,177

 Total

 51,064

 51,956

 898,626

 -

 1,001,646

 Less: Imputed interest

 ( 2,549
)

 ( 2,593
)

 ( 121,435
)

 -

 ( 126,577
)

 Present value of lease liabilities

 $
 48,515

 $
 49,363

 777,191

 $
 -

 $
 875,069

 Detailed
information on leases can be found in Note 15.

 Product
development costs – Product development expenditures are charged to expenses as incurred.

 Advertising
and marketing costs – The Company expenses the costs of producing advertisements and marketing material at the time production
occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which they occur. Advertising
and trade show expense incurred for the years ended December 31, 2023 and 2022, totaled $ 365,604 and $ 499,441, respectively.

 Research
and development costs – The Company accounts for research and development costs in accordance with the Accounting Standards
Codification subtopic 730-10, Research and Development ("ASC 730-10"). Under ASC 730-10, all research and development
costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party
research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During
the years ended December 31, 2023 and 2022, the Company incurred research and development costs of $ 13,880 and $ 18,393, respectively.

 Customer
deposits and unearned revenue and returns policy – The Company typically takes a minimum 50 % deposit against large tankfill
systems prior to ordering and/or building the systems. It will also take deposits for large rescue tank orders for both domestic and
international customers. The remaining balance due is payable upon delivery, shipment, or installation of the system. Additionally, returns
of all other merchandise are subject to a 15 % restocking fee as stated on each sales invoice. Customer deposits totaled $ 255,740 and
$ 167,534 at December 31, 2023 and 2022, respectively.

 Warranty
policy – Under the provisions of the Financial Accounting Standards Board ("FASB") ASC 460, Guarantor's
Guarantees, the Company accrues a liability for estimated warranty policy costs based on standard quantitative measures based on
criteria established by the Company. Estimates of costs to service its warranty obligations are based on historical experience, expectation
of future conditions and known product issues. To the extent the Company experiences increased warranty claim activity or increased costs
associated with servicing those claims, revisions to the estimated warranty reserve would be required. The Company engages in product
quality programs and processes, including monitoring and evaluating the quality of its suppliers, to help minimize warranty obligations.
The Company provides its customers with an industry standard one year warranty on systems sold and recognizes a warranty allowance based
on gross sales multiplied by the historical warranty expense return rate. The warranty allowance charged to cost of net revenues and is
included in accrued expenses and is deemed sufficient to absorb any material or labor costs that might be incurred on sales recorded
during the period. The Company recorded a allowance for warranty work of $ 40,468 and $ 27,651 at December 31, 2023 and 2022, respectively.

 Income
taxes – The Company accounts for its income taxes under the assets and liabilities method, which requires recognition of deferred
tax assets and liabilities for future tax consequences of events that have been included in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets
and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 F- 11

 The
Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making
such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable
temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance
is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine
that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment
to the valuation allowance which would reduce the provision for income taxes.

 The
Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is
more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation
processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective
date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest
and penalties, accounting in interim periods, disclosure and transition.

 Stock-based
compensation – The Company accounts for all compensation related to stock, options or warrants using a fair value based method
whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which
is 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.

 During
the years ended December 31, 2023 and 2022, the Company recognized share based compensation with a fair value of $ 81,424 and $ 962,446,
respectively.

 Usage
of Authorized but Unissued Shares of Common Stock - The Company has issued options, warrants and convertible promissory notes which
are convertible into shares of common stock in certain situations the total of which exceeds the current authorization. The Company has
adopted a policy for the sequence of usage of remaining authorized but unissued shares of common stock (the "Sequencing Policy")
which outlines the order in which the conversion of these equity-linked instruments may be settled in shares. Under the Company's
Sequencing Policy, the most recently issued equity-linked securities, including stock options, warrants, and convertible promissory notes,
are settled in shares first.

 Fair
value of financial instruments – Fair value is defined as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. An entity is required to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 Level
1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

 Level
2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities
in markets that are not active; and model- derived valuations in which all significant inputs and significant value drivers are observable
in active markets.

 Level
3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted
cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant
management judgment or estimation.

 Inputs
are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation
decisions, including assumptions about risk. An investment's level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement. However, the determination of what constitutes "observable"
requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly
distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved
in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment
and does not necessarily correspond to the Company's perceived risk of that investment.

 At
December 31, 2023, and 2022, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts
payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, lease liabilities,
loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments.

 F- 12

 Loss
per common share – Basic loss per share excludes any dilutive effects of options, warrants and convertible
securities. Basic loss 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 antidilutive. At
December 31, 2023 and December 31, 2022, 107,761,177 and 266,722,242,
respectively, potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares
potentially issuable under convertible note agreements, outstanding warrants, outstanding stock options and the conversion of
preferred stock.

 New
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.

 F- 13

 Note
2. Inventory

 Inventory
consists of the following as of:

of Inventory

 2023

 2022

 2023

 2022

 Raw materials

 $
 1,063,888

 $
 1,207,957

 Work In Process

 63,258

 80,727

 Finished goods

 1,004,160

 1,302,995

 Rental Equipment

 55,893

 55,893

 Allowance for Obsolete or Excess Inventory

 ( 188,392
)

 ( 225,687
)

 Total Inventory, net

 $
 1,998,807

 $
 2,421,885

 As
of December 31, 2023 and 2022, the Company recorded allowances for obsolete or slow moving inventory of approximately $ 188,392 and $ 225,687,
respectively.

 Note
3. Prepaid Expenses and Other Current Assets

 Prepaid
expenses and other current assets consisted of the following:

of Prepaid Expenses and Other Current Assets

 2023

 2022

 2023

 2022

 Prepaid inventory

 $
 109,943

 $
 42,660

 Prepaid expenses and other current assets

 80,469

 149,470

 Total prepaid expenses and other current assets

 $
 190,412

 $
 192,130

 Note
4. Property and Equipment, Net

 Property
and equipment consist of the following as of:

of Property and Equipment

 2023

 2022

 2023

 2022

 Tooling and equipment

 $
 661,951

 $
 586,597

 Computer equipment and software

 51,770

 40,621

 Vehicles

 79,557

 79,557

 Leasehold improvements

 62,927

 65,748

 Total property and equipment

 856,206

 777,523

 Less: accumulated depreciation and amortization

 ( 513,525
)

 ( 432,977
)

 Total property and equipment, net

 $
 342,681

 $
 339,546

 Depreciation
and amortization expense totaled $ 155,837 and $ 149,120 for the years ended December 31, 2023 and 2022, respectively. Included in the
depreciation and amortization expense for the year ending December 31, 2023 and 2022 is $ 76,394 and $ 80,597 for amortization of intangible
assets, respectively.

 Note
5. Other Assets

 Other
assets at December 31, 2023 and December 31, 2022 of $ 30,724 consisted of refundable deposits.

 Note 6. Customer Credit and Vendor Concentrations

 The
Company sells to three entities owned by the brother of Robert M. Carmichael and three companies owned by Robert M. Carmichael as further
discussed in Note 7 - Related Parties Transactions. Combined sales to these six entities for the years ended December 31, 2023 and 2022,
represented 10.6 % and 11.4 %, respectively, of total net revenues.

 Related Parties represented concentration in
outstanding accounts receivable of 8.6 % of
total outstanding accounts receivable as of December 31, 2023 and 10.1 %
as of December 31, 2022. Brownie's Global Logistics, LLC represented concentration in outstanding accounts receivable of less
than 10 %
of total outstanding accounts receivable as of December 31, 2023 and 2022.

 F- 14

 Additionally,
the Company has a non-related party customer, Amazon, that represented 4.8 % of total outstanding accounts receivable as of December 31,
2023.

 Revenue
from Amazon accounted for 10.5 %
of revenue for the twelve months ended December 31, 2023, and 12 %
of total revenue for the year ended December 31, 2022, respectively.

 The
Company has one vendor that for the year ended December 31, 2023, and two vendors for the year ended December 31, 2022, that supplied
more than 10% each of the Company's overall purchases. L&W supplied 14.4 %
of overall purchases for the year ended December 31, 2023. Tian Li He Technology supplied 11.9 %
of overall purchases and L&W supplied 11.7 %
of overall purchases for the year ended December 31, 2022.

 Note
7. Related Party Transactions

 We
sell products to Brownie's Southport Divers, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys, companies
owned by the brother of Robert Carmichael. Combined net revenues from these entities for the years December 31, 2023 and 2022, totaled
$ 806,824 and $ 981,791, respectively. Accounts receivable from Brownie's SouthPort Diver's, Inc., Brownie's Palm Beach
Divers, and Brownie's Yacht Toys at December 31, 2023, were $ 12,766, $ 11,927 and $ 6,790, respectively. Accounts receivable from Brownie's
SouthPort Diver's, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys at December 31, 2022, were $ 16,875,
$ 6,773 and $ 15,532, respectively.

 We
also sell products to Brownie's Global Logistics, LLC ("BGL") and 940 Associates, Inc. ("940 A"), entities
wholly-owned by Robert Carmichael. Combined net revenues from these three entities for the years ended December 31, 2023 and 2022 were
$ 1,799 and $ 4,646, respectively. In addition, from time to time Mr. Carmichael purchases products from us for his personal use. Accounts
receivable from BGL, 940 A and Mr. Carmichael totaled $ 647 at December 31, 2023 and $ 2,408 at December 31, 2022.

 We
owed BGL $- 0 - and $ 2,980 at December 31, 2023 and 2022, respectively, which represents purchase of inventory including batteries for
Sea Lion (battery operated unit) and Honda engines for our regular gasoline powered units. As of December 31, 2023, the Company also
had an amount due of $ 5,000 to Mr. Carmichael for an advance to BLU3,Inc. The Company also had an amount due of $ 441 to Robert Carmichael
and $ 476 to Blake Carmichael as of December 31, 2023.

 We
are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark "Brownies Third Lung",
"Tankfill", "Brownies Public Safety" and various other related trademarks as listed in the agreement. The agreement
provides for a royalty to be paid equal to the greater of 2.5 % on all sales of Trebor or $ 15,000 per quarter. Total royalty fees paid
to 940 A in the years ended December 31, 2023 and 2022 totaled $ 31,993 and $ 61,308, respectively. The Company had accrued royalties of
$ 2,238 and $ 2,845 for the years ended December 31, 2023 and 2022, respectively.

 On
September 30, 2022, the Company issued a convertible demand 8 % promissory note in the principal amount of $ 66,793 to Robert Carmichael
for funds to meet the working capital needs of LBI. There is no amortization schedule for the note, and interest is payable in shares
of common stock of the Company at a conversion price equal to the 90 day value weighted average price ("VWAP") of the Company's
stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion
rate of $.021 per share at any time. The conversion rate was calculated at a 35 % discount to the 90 day VWAP of the Company's stock
as of the date of the note. The Company recorded $ 19,250 for the beneficial conversion feature. As this conversion rate is a fixed rate,
the embedded conversion feature is not a derivative liability.

 Effective
July 29, 2019 the Company agreed to pay the members of the Company's Board of Directors, including Mr. Carmichael, a management
director, an annual fee of $ 18,000 for serving on the Company's Board of Directors for the year ending December 31, 2019. As of
December 31, 2021, the Company had accrued $ 112,500 in Board of Directors' fees. On August 21, 2020 the Company's Board of
Directors approved the continuation of the 2019 Board compensation policy for the year ending December 31, 2023. As of December 31, 2023,
the Company accrued an additional $ 36,000 in Board of Directors' fees for a total of $ 184,500 in accrued fees.

 F- 15

 On
April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael. Under the terms of the option agreement,
as additional compensation the Company granted Mr. Carmichael an option to purchase up to an aggregate of 125,000,000 shares of the Company's
common stock at an exercise price of $.045 per share. During the years ended December 31, 2023 and December 31, 2022 the Company expensed
$- 0 - and $ 655,516 in relation to this option agreement, respectively. As of December 31, 2023, the aggregate total of 125,000,000 options
expired on April 30, 2023.

 Also,
on November 5, 2020 the Company entered into a Non-Qualified Option Agreement with Mr. Constable. Under the terms of this option agreement,
as additional compensations, the Company granted an option (the "Bonus Option") to purchase up to an aggregate of 30,000,000
shares of the Company's common stock at an exercise price of $.0184 per share. During the years ended December 31, 2023 and December
31, 2022, the Company expensed $- 0 - and $ 63,267, respectively. As of December 31, 2023, there were 5,000,000 shares vested from this option.

 On
August 1, 2021 as part of the Blake Carmichael Agreement (see Note 15) the Company entered into a Non-Qualified Stock Option agreement
with Blake Carmichael. Under the terms of the Blake Carmichael agreement, Blake Carmichael is entitled to (i) a five-year option to purchase
 3,759,400 shares of the Company's common stock at an exercise price of $ 0.0399 (the "BC Compensation Options"), 33.3%
of the shares subject to the Option vest upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second
anniversary date and (ii)(ii) a 5-year option to purchase up to 18,000,000 shares to vest annually on a contract year basis, based upon
the achievement of certain financial metrics tied to revenue and EBITDA, which for the years ended December 31, 2023 and December 31,
2022 the Company expensed $ 49,448 and $ 49,448, respectively.

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

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

 On
November 5, 2022 the Company entered into a Non-Qualified Stock Option agreement with Christopher Constable as part of his
employment agreement as the Company's Chief Executive Officer. Under the terms of the option agreement, the Company granted
Mr. Constable a five -year
option to purchase 3,968,254
shares of the Company's common stock at an exercise price of $.0252
the "Compensation Options". The Compensation Options were immediately vested. The fair value of the options on the date
of the grant was $ 95,969
using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of. 4.64 %,
(ii) expected life of 2.5
years, (iii) dividend yield of 0 %
and (iv) expected volatility of 256 %.
Stock option expense recognized during the years ended December 31, 2023 and December 31, 2022 for this option was $- 0 - and $ 95,969, respectively.

 On
December 13, 2022, the Company issued 5,714,285 units, each unit consists of one share of common stock and a two-year warrant to purchase
one share of common stock at an exercise price of $ 0.0175 per share to Charles Hyatt a director, in a private offering for proceeds of
$ 100,000.

 On
January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a Company director, an aggregate of 11,428,570 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 $ 0.0175 per share in consideration of $ 200,000.

 On
September 14, 2023, the Company issued a convertible demand 8 % promissory note in the principal amount of $ 50,000 to Robert Carmichael
for funds to meet the working capital needs of BLU3. There is no amortization schedule for the note, and interest is payable in shares
of common stock of the Company at a conversion price equal to the 90 day value weighted average price ("VWAP") of the Company's
stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion
rate of $ 0.01351 per share at any time. The conversion rate was calculated at a 35 % discount to the 90 day VWAP of the Company's
stock as of the date of the note. The Company recorded $- 0 - for the beneficial conversion feature. As this conversion rate is a fixed
rate, the embedded conversion feature is not a derivative liability. The outstanding balance on this note was $ 50,000 as of September
30, 2023.

 F- 16

 On
November 14, 2023, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $ 150,000 to
Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company's
business combinations. The maturity date of the Note is May 7, 2024 (the "Maturity Date"). The Note bears interest
at a rate of 9.9 % per annum, and a default interest of 18 % per annum. Interest payments shall be due and payable on a monthly
basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty.

 On
December 18, 2023, the Company issued an on demand promissory note of $ 25,000 to to Robert Carmichael for funds to meet the working capital
needs of BLU3. The promissory note bears no interest and is payable on demand.

 On
March 31, 2023, the Company issued 61,677 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 $ 1,336.

 On
June 30, 2023, the Company issued 61,677 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 $ 1,287.

 On
September 30, 2023, the Company issued 61,677 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 $ 1,287.

 On
December 31, 2023, the Company issued 61,677 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 $ 1,287.

 Note
8. Accounts Payable and Accrued Liabilities

 Accounts
payable and accrued liabilities consists of the following as of:

 Schedule of Accounts Payable and Accrued Liabilities

 Accounts payable trade and other

 $
 491,424

 $
 504,393

 Accrued payroll and fringe benefits

 236,590

 262,113

 Accrued warranty expense

 40,468

 27,651

 Accrued Sales Tax

 21,220

 35,299

 Accrued interest

 -

 -

 Total

 $
 789,702

 $
 829,456

 Balances
due certain vendors are in arrears to varying degrees. The Company is handling all delinquent accounts on a case-by-case basis.

 Note
9. Other Liabilities

 Other
liabilities consist of the following as of:

 Schedule of Other Liabilities

 Accrued expenses

 $
 267,454

 $
 63,943

 Accrued recall reserve fee

 -

 160,500

 Accrued Board of Directors fees

 184,500

 148,500

 Total

 $
 451,954

 $
 372,943

 Further
information regarding the recall reserve fee can be found in note 15.

 F- 17

 Note
10. Convertible Promissory Notes and Loans Payable

 Convertible
Promissory Notes

 Convertible
Promissory Notes consist of the following at December 31, 2023:

 Schedule of Convertible Debentures

 Origination

 Original

 Period End

 Period End

 Period End

 Accrued

 Origination

 Maturity

 Interest

 Principal

 Discount

 Principal

 Discount

 Balance,

 Interest

 Date

 Date

 Rate

 Net

 Reg.

 9/03/21

 9/03/24

 %

 $

 $
 ( 12,355
)

 $

 $
 ( 3,087
)

 $
 343,413

 -

 (1
)

 9/03/21

 9/03/24

 %

 $
 3,500

 $
 ( 125
)

 3,500

 ( 42
)

 3,458

 -

 (2
)

 9/30/22

 Demand

 %

 $
 66,793

 $
 ( 19,250
)

 71,734

 ( 19,250
)

 52,484

 -

 (3
)

 $
 421,734

 $
 ( 22,379
)

 $
 399,355

 $
 -

 A
breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2023:

Convertible Promissory Notes

 Summit Holdings
 V,

 Tierra Vista
 Partners,

 Robert Carmichael

 LLC
 Note

 LLC
 Note

 Note

 Total

 2023

 $
 -

 $
 -

 $
 71,734

 $
 71,734

 2024

 3,500

 -

 350,000

 Discount

 ( 3,087
)

 ( 42
)

 ( 19,250
)

 ( 22,379
)

 Total Loan Payments

 $
 343,413

 $
 3,458

 $
 52,484

 $
 399,355

 Current
 Portion of Loan Payable

 $
 ( 343,413
)

 $
 ( 3,458
)

 $
 ( 52,484
)

 $
 ( 399,355
)

 Non-Current
 Portion of Loan Payable

 $
 -

 $
 -

 $
 -

 $
 -

 (1)

 On
 September 3, 2021, the Company issued a $ 346,500 note payable to Summit Holding V, LLC as part of the acquisition of SSI. The note
 carries 8 % unsecured convertible promissory note, due September 3, 2024. Payments on the note are to be equivalent to 50 % of the
 adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021. Interest is payable
 in company stock at the conversion price of $ 0.051272 and shall be paid quarterly. The note holder may convert any outstanding principal
 and unpaid interest at a conversion rate of $ 0.051272 at any time up to the maturity date of the note. The Company recorded $ 12,355
 for the beneficial conversion feature.

 (2)
 On
 September 3, 2021, the Company issued a three-year 8 % unsecured convertible promissory note
 for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the
 note are to be equivalent to 50 % of the adjusted net profit of SSI, payable calendar quarterly
 commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company
 at the conversion price of $ 0.051272 per share. The note holder may convert any outstanding
 principal and unpaid interest at a conversion rate of $ 0.051272 at any time up to the maturity
 date of the note. The Company recorded $ 125 for the beneficial conversion feature.

 (3)
 On
 September 30, 2022, the Company issued a convertible demand 8 % promissory note in the principal
 amount of $ 66,793 to Robert Carmichael for funds to meet the working capital needs of LBI.
 There is no amortization schedule for the note, and interest is payable in shares of common
 stock of the Company at a conversion price equal to the 90 day VWAP of the Company's
 stock prior to the quarterly interest payment date. This note is classified as a current
 liability as the note holder may demand payment or convert the outstanding principal at a
 conversion rate of $ 0.021 per share at any time. The Company recorded $ 19,250 for the beneficial
 conversion feature.

 Schedule of Future Amortization of Notes Payable

 Payment

 2024

 $

 Total Note Payments

 $

 Current portion of note payable

 ( 346,500
)

 Non-Current Portion of Notes Payable

 $
 -

 F- 18

 (2)
 On
 September 3, 2021, the Company issued a three-year 8 % unsecured convertible promissory note
 for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the
 note are to be equivalent to 50 % of the adjusted net profit of SSI, payable calendar quarterly
 commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company
 at the conversion price of $ 0.051272 per share. The note holder may convert any outstanding
 principal and unpaid interest at a conversion rate of $ 0.051272 at any time up to the maturity
 date of the note. The Company recorded $ 125 for the beneficial conversion feature.

 Schedule of Future Amortization of Notes Payable

 Payment

 2024

 $
 3,500

 Total Note Payments

 $
 3,500

 Current portion of note payable

 ( 3,500
)

 Non-Current Portion of Notes Payable

 $
 -

 (3)
 On
 September 30, 2022, the Company issued a convertible demand 8 % promissory note in the principal
 amount of $ 66,793 to Robert Carmichael for funds to meet the working capital needs of LBI.
 There is no amortization schedule for the note, and interest is payable in shares of common
 stock of the Company at a conversion price equal to the 90 day VWAP of the Company's
 stock prior to the quarterly interest payment date. This note is classified as a current
 liability as the note holder may demand payment or convert the outstanding principal at a
 conversion rate of $ 0.021 per share at any time. The Company recorded $ 19,250 for the beneficial
 conversion feature.

 Loans
Payable

 Schedule of Future Amortization of Loans Payable

 Marlin
 Capital BLU3 ()

 Mercedes
 BMG (1)

 Navitas
 1 BLU3 (2)

 PPP
 Loan BMG ()

 PPP
 loan SSI ()

 NFS
 SSI (3)

 Navitas
 2 BLU3 (4)

 Total

 2024

 -

 11,168

 16,629

 -

 -

 26,279

 21,228

 75,304

 2025

 -

 8,687

 15,845

 -

 -

 12,328

 21,789

 58,649

 2026

 -

 -

 6,007

 -

 -

 -

 -

 6,007

 Total Loan Payments

 $
 -

 $
 19,855

 $
 38,481

 $
 -

 $
 -

 $
 38,607

 $
 44,839

 $
 139,960

 Current Portion of Loan Payable

 $
 -

 $
 ( 11,168
)

 $
 ( 16,629
)

 $
 -

 $
 -

 $
 ( 26,279
)

 $
 ( 21,228
)

 $
 ( 75,304
)

 Non-Current Portion of Loan Payable

 $
 -

 $
 8,687

 $
 21,852

 $
 -

 $
 -

 $
 12,328

 $
 21,789

 $
 64,656

 (1)
 On
 August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut
 Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement
 is for $ 55,841 with a zero interest rate payable over 60 months with a monthly payment of
 $ 931 and is personally guaranteed by Mr. Carmichael. The loan balance as of December 31,
 2023 was $ 19,855 and $ 31,023 as of December 31, 2022.

 (2)
 On
 May 19, 2021, subsidiary BLU3, executed an equipment finance agreement to finance the purchase
 of certain plastic molding equipment through Navitas Credit Corp. ("Navitas").
 The amount financed is $ 75,764 payable over 60 equal monthly installments of $ 1,611 (the
 "Navitas 1"). The equipment finance agreement contains customary events of default.
 The loan balance as of December 31, 2023 was $ 38,481 and $ 54,930 as of December 31, 2022.

 (3)
 On
 June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing ("NFS
 Leasing") to secure replacement production molds. The total purchase price of the molds
 was $ 84,500 of which $ 63,375 was financed by NFS Leasing on August 15, 2022. The financing
 agreement has a 33 month term beginning in August 2022 with a monthly payment of $ 2,571.
 The financing agreement contains customary events of default, is guaranteed by the Company
 and NFS Leasing has a lien on all of the assets of SSI. The loan balance as of December 31,
 2023 and December 31, 2022 was $ 38,607 and $ 60,804, respectively.

 (4)
 On
 December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of
 certain plastic molding equipment through Navitas Credit Corp. ("Navitas"). The
 amount financed is $ 63,689 payable over 36 equal monthly installments of $ 2,083 ("Navitas
 2"). The equipment finance agreement contains customary events of default. The loan
 balance as of December 31, 2023 was $ 44,839 and $ 63,689 as of December 31, 2022.

 F- 19

 Note
11. Business Combinations

 Gold
Coast Scuba, LLC Asset Acquisition

 On
May 2, 2022, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with Gold Coast Scuba,
LLC, a Florida limited liability company ("Gold Coast Scuba"), Steven M. Gagas and William Frenier, the sole members of Gold
Coast Scuba (together, the "LLC Members") and Live Blue, Inc. Pursuant to the terms of the Asset Purchase Agreement, Live
Blue acquired substantially all of Gold Coast Scuba's assets and assumed certain non-material liabilities of the business associated
with these assets. In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition.

 In
consideration for the assets purchased, the Company paid $ 150,000 to the LLC Members. The purchase price was paid by (a) the issuance
to the LLC Members of an aggregate of 3,084,831 shares of the Company's common stock (the "Consideration Shares") with
a fair market value of $ 120,000; and (b) a cash payment of $ 30,000.

 The
Consideration Shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the
following:

of Holding Period and Shares Eligible To Sold

 Holding
 Period from Closing Date

 Percentage
 of shares

 eligible
 to be sold or transferred

 months

 Up
 to 25.0

 %

 months

 Up
 to 50.0

 %

 months

 Up
 to 100.0

 %

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

 The
transaction costs associated with the acquisition were $ 10,000 in legal fees paid in cash.

 While
the agreement was structured as an asset purchase agreement, we also assumed the operations of Gulf Coast Scuba resulting in the recognition
of a business combination. During 2023 we recognized revenue of $ 302,724 and net loss of ( $ 88,561) associated with this business. The
business combination was not material for purposes of disclosing pro forma financial information. In connection with this transaction,
we recognized the following assets and liabilities:

of Asset Acquisition

 Fair Value

 Rental Inventory

 $
 48,602

 Fixed Assets

 50,579

 Retail Inventory

 60,819

 Right of use asset

 29,916

 Lease liability

 ( 29,916
)

 Net Assets Acquired

 $
 160,000

 F- 20

 Note
12. Goodwill and Intangible Assets, Net

 The
following table sets forth the changes in the carrying amount of the Company' Goodwill for the years ended December 31, 2023 and
2022:

of Changes in Goodwill

 2023

 2022

 Balance, January 1

 $

 $

 Acquisitions of Submersible Systems, Inc.

 -

 -

 Balance, December 31

 $

 $

 The
following table sets forth the components of the Company's intangible assets at December 31, 2023:

of Intangible Assets

 Period (Years)

 Cost

 Accumulated

 Net Book Value

 Intangible Assets Subject to amortization

 Trademarks

 $
 121,000

 $
 ( 18,779
)

 $
 102,221

 Customer Relationships

 600,000

 ( 140,000
)

 460,000

 Non-Compete Agreements

 22,000

 ( 10,266
)

 11,734

 Total

 $
 743,000

 $
 ( 169,045
)

 $
 573,955

 The
aggregate amortization remaining on the intangible assets as of December 31, 2023 is a follows:

of Estimated Intangible Assets Amortization Expense

 Intangible

 2024

 $
 72,467

 2025

 72,467

 2026

 72,467

 2027

 71,367

 Thereafter

 $
 285,187

 Total

 $
 573,955

 Note
13. Stockholders' Equity Common Stock

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

 On
January 31, 2022, the Company issued a consultant 121,212 shares of common stock with a fair value of $ 4,000 for consulting services
related to the dive industry. On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 shares from the exercise
of a warrant at $ 0.025 per share in consideration of $ 250,000.

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

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

 On
May 3, 2022, the Company issued 3,084,831 shares of common stock pursuant to the asset purchase agreement with Gold Coast Scuba, LLC
with a fair value of $ 120,000.

 F- 21

 On
May 31, 2022, the Company issued a consultant, 302,953 shares of common stock with a fair value of $ 12,000 for consulting services related
to the dive industry.

 On
June 17, 2022, the Company issued 280,000 shares of common stock to an employee as a retirement gift. The fair value of this stock was
 $ 11,060.

 On
June 30, 2022, the Company issued 449,522 shares of common stock to the holders of convertible notes for payment of interest through
June 30, 2022. The fair value of these shares was $ 23,048.

 On
September 7, 2022, the Company issued to two accredited investors, 8,541,666 units of the Company, 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 $ 0.024 per
share in consideration of $ 205,000. The Company did not pay any fees or commissions in connection with the sale of the units.

 On
September 30, 2022, the Company issued 136,527 shares of common stock to the holders of convertible notes for payment of interest for
the three months ending September 30, 2022. The fair value of these shares was $ 7,000.

 On
November 1, 2022, the Company issued an aggregate of 1,155,881 shares to the designated shareholders in accordance with the amended STS
Agreement. The fair value of these shares was $ 30,000.

 On
December 13, 2022, the Company issued 5,714,286 units, each unit consists of one share of common stock and a two-year warrant to purchase
one share of common stock at an exercise price of $ 0.0175 per share to Charles Hyatt a director, in a private offering for proceeds of
 $ 100,000.

 On
December 31, 2022, the Company issued 198,204 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 $ 8,336.

 On
January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a Company director, an aggregate of 11,428,570 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 $ 0.0175 per share in consideration of $ 200,000.

 On
March 31, 2023, the Company issued 61,677 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 $ 1,336.

 On
June 30, 2023, the Company issued 61,677 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 $ 1,287.

 On
September 30, 2023, the Company issued 61,677 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 $ 1,287.

 On
December 31, 2023, the Company issued 61,677 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 $ 1,287.

 Preferred
Stock

 During
the second quarter of 2010, the holder of the majority of the Company's outstanding shares of common stock approved an amendment
to the Company's Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank
check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights
as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business
Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible
Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company's common stock at
any time at the option of the holder at a conversion price of $ 18.23 per share. Holders of shares of Series A Convertible Preferred Stock
are entitled to 250 votes for each share held. The Company's common stock and Series A Convertible Preferred Stock vote together
as on any matters submitted to our shareholders for a vote. As and December 31, 2022 and 2021, the 425,000 shares of Series A Convertible
Preferred Stock are owned by Robert Carmichael.

Compensation Plan

 On
May 26, 2021 the Company adopted an Equity Compensation 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-statutory stock options, stock purchase rights, time
vested and/performance invested restricted stock, and stock appreciation rights and unrestricted shares. The maximum number of shares
that may be issued under the Plan is 25,000,000 shares. 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.

 F- 22

Compensation Plan Information as of December 31, 2023:

of Equity Compensation Plan Information

 Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

 Weighted – average exercise price of outstanding options, warrants and rights (b)

 Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)

 Equity Compensation Plans Approved by Security Holders

 3,275,000

 $
.0400

 21,725,000

 Equity Incentive Options issued outside of the Equity Compensation Plan

 64,164,637

.0293

 —

 Total

 67,439,637

 $
.0298

 21,725,000

 The
Company has issued options to purchase approximately 67,439,637 shares at an average price of $ 0.029 with a fair value of approximately
$ 99,000. For the years ended December 31, 2023 and 2022, the Company issued options to purchase - 0 - and 5,710,901 shares, respectively.
Upon exercise, shares of new common stock are issued by the Company.

 For
the years ended December 31, 2023 and 2022, the Company recognized an expense of approximately $ 81,424
and $ 951,400,
respectively, 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. 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 5
 years. The Company recognizes forfeitures as
they occur. There are options to purchase approximately 41,057,753
 shares that have vested as of December 31, 2023.

 The
Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The
calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company's stock price
on the date of grant as well as assumptions regarding the following:

of Valuation Assumptions of Options

 Year ended December 31,

 2023

 2022

 Expected volatility

 172.0 % - 346.4
 %

 215.2 % – 266.8
 %

 Expected term

 1.5 – 5.0 Years

 2 - 2.50 Years

 Risk-free interest rate

 0.16 % - 4.64
 %

 0.3 % - 1.4
 %

 Forfeiture Rate

 0.17
 %

 0.17
 %

 The
expected volatility was determined with reference to the historical volatility of the Company's 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.

 A
summary of the status of the Company's outstanding stock options as of December 31, 2023 and 2022 and changes during the periods
ending on that date is as follows

 F- 23

of Outstanding Stock Option Activity

 Average

 Average

 Remaining

 Aggregate

 Number of

 Exercise

 Contractual

 Intrinsic

 Price

 Life in Years

 Value

 Outstanding at December 31, 2021

 233,128,266

 $
 0.0362

 2.23

 Granted

 5,710,901

 0.0281

 Forfeited

 ( 400,000
)

 0.0354

 Exercised

 -

 -

 Cancelled

 -

 -

 Outstanding – December 31, 2022

 238,439,167

 $
 0.0362

 1.43

 Exercisable – December 31, 2022

 111,558,754

 $
 0.0321

 1.33

 $
 68,994

 Granted

 -

 -

 Forfeited

 ( 170,999,530
)

 0.0379

 Exercised

 -

 -

 Cancelled

 -

 -

 Outstanding – December 31, 2023

 67,439,637

 $
 0.0360

 1.43

 Exercisable – December 31, 2023

 41,057,753

 $
 0.0211

 0.81

 $
 -

 The
following table summarizes information about employee stock options outstanding at December 31, 2023

 Summary of Exercise Price of Employee Stock Options Outstanding

 Range of Exercise Price

 Number outstanding at December 31, 2023

 Weighted average remaining life

 Weighted average exercise price

 Number exercisable at December 31, 2023

 Weighted average exercise price

 Weighted average remaining life

 $ 0.018 - $ 0.0225

 35,295,237

 0.58

 $
 0.0180

 35,295,237

 $
 0.0180

 0.58

 $ 0.0229 - $ 0.0325

 1,050,000

 2.39

 $
 0.0324

 1,037,500

 $
 0.0325

 2.38

 $ 0.0360 - $ 0.0425

 23,009,400

 2.54

 $
 0.0398

 3,750,016

 $
 0.0391

 2.29

 $ 0.0440 - $ 0.0531

 8,085,000

 2.56

 $
 0.0529

 975,000

 $
 0.0517

 1.71

 Outstanding options

 67,439,637

 1.51

 $
 0.0360

 41,057,753

 $
 0.0211

 0.81

 As
of December 31, 2023, the Company had approximately $ 1,504,700
 of unrecognized pre-tax non-cash compensation
expense related to options to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average
period of 2.1 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. Stock option expense recognized during the year ended December 31, 2023 and
December 31, 2022 was $ 81,424 and 951,414, respectively.

 F- 24

 Warrants

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

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

 On
September 7, 2022, the Company issued an aggregate of 8,541,666 units to two accredited investors. Each unit consisted 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 $ 0.024 per share
in consideration of $ 205,000.

 On
December 13, 2022, the Company issued to Charles Hyatt, 5,714,285 units. Each unit consisted 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 $ 0.0175 per share in consideration of $ 100,000.

 On
January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 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 $ 0.0175 per share in consideration of $ 200,000.

 A
summary of the Company's warrants as of December 31, 2023 and 2022, and changes during the years ended December 31, 2023 and 2022
is presented below:

 Schedule of Warrants Activity

 Average

 Average

 Remaining

 Aggregate

 Number of

 Exercise

 Contractual

 Intrinsic

 Warrants

 Price

 Life in Years

 Value

 Outstanding at December 31, 2021

 -

 $
 -

 -

 Granted

 14,255,951

 0.0214

 Forfeited

 -

 -

 Exercised

 -

 -

 Cancelled

 -

 -

 Outstanding – December 31, 2022

 18,255,951

 $
 0.0245

 1.55

 Exercisable – December 31, 2022

 18,255,951

 $
 0.0245

 1.55

 $
 12,000

 Granted

 11,428,570

 0.0175

 Forfeited

 ( 4,000,000
)

 -

 Exercised

 -

 -

 Cancelled

 -

 -

 Outstanding – December 31, 2023

 25,684,521

 $
 0.0247

 0.93

 Exercisable – December 31, 2023

 25,684,521

 $
 0.0247

 0.93

 $
 -

 Note
14. Income Taxes

 The
Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While
the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the
valuation allowance, in the event the Company were to determine that it would not be able to realize all or part of its net deferred
tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.
Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase income in the period such determination was made.

 F- 25

 The
components of the provision for income tax expense are as follows for the years ended:

 Schedule of Provision for Income Tax Expense

 2023

 2022

 2023

 2022

 Current taxes

 Federal

 $
 —

 $
 —

 State

 —

 —

 Current taxes

 —

 —

 Change in deferred taxes

 347,400

 680,108

 Change in valuation allowance

 ( 347,400
)

 ( 680,108
)

 Provision for income tax expense

 $
 —

 $
 —

 The
following is a summary of the significant components of the Company's deferred tax assets and liabilities at December 31, 2023
and 2022:

 Summary of Significant Components of Deferred Tax Assets and Liabilities

 2023

 2022

 2023

 2022

 Deferred tax assets:

 Equity based compensation

 $
 416,237

 $
 395,600

 Allowance for doubtful accounts

 13,800

 7,200

 Reserves for slow moving inventory

 47,800

 42,200

 Depreciation

 23,800

 13,800

 Reserve for recall

 3,200

 ( 33,700
)

 Net operating loss carryforward

 2,027,000

 1,759,300

 Total deferred tax assets

 2,531,800

 2,218,100

 Deferred tax liabilities

 Reserve for recall

 -

 ( 33,700
)

 Total deferred tax asset (liability)

 -

 ( 33,700
)

 Total deferred tax

 2,531,800

 2,184,400

 Valuation allowance

 ( 2,531,800
)

 ( 2,184,400
)

 Deferred tax assets, net of valuation allowance

 $
 -

 $
 -

 The
effective tax rate used for calculation of the deferred taxes as of December 31, 2023 was 25.35 %. The Company has established a 100 %
valuation allowance against deferred tax assets of approximately $ 2,531,800, due to the uncertainty regarding realization reserve against
the deferred tax assets. The change in valuation allowance was an increase of $ 347,400. The Company has approximately $ 3,346,650 of net
loss carryforward that expire through 2037 and $ 4,651,143 that carryforward indefinitely but is limited to 80% of taxable income in any
one year.

 The
effective tax rate used for calculation of the deferred taxes as of December 31, 2022 was 25.35 %.
The Company has established a 100 % valuation
allowance against deferred tax assets of $ 2,184,400 due
to the uncertainty regarding realization reserve against the deferred tax assets. The change in valuation allowance was an increase
of $ 347,400.

 The
significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows:

 Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate

 2023

 2022

 2023

 2022

 Statutory tax rate

 ( 21.00
)%

 ( 21.00
)%

 State tax, net of Federal benefits

 ( 4.28
)%

 ( 4.30
)%

 Permanent differences

 0.21
 %

 0.07
 %

 Temporary differences

 3.68
 %

 10.90
 %

 Change in valuation allowance

 21,39
 %

 14.35
 %

 Effective tax rate

 —
 %

 —
 %

 The
Company's income tax returns for 2019 through 2023 remain subject to examination by the Internal Revenue Services and state tax
authorities.

 F- 26

 Note
15. Commitments and Contingencies

 Leases

 On
August 14, 2014, the Company entered into a thirty-seven month lease for its facilities in Pompano Beach, Florida, commencing on September
1, 2014. Terms included payment of a $ 5,367 security deposit; base rent of approximately $ 4,000 per month over the term of the lease
plus sales tax; and payment of 10.76 % of annual operating expenses (common areas maintenance), which was approximately $ 2,000 per month
subject to periodic adjustment. On December 1, 2016, the Company entered into an amendment to the initial lease agreement, commencing
on October 1, 2017, extending the term of the lease for an additional eighty-four months, expiring September 30, 2024. The base rent
was increased to $ 4,626 per month with a 3 % annual escalation throughout the amended term.

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

 On
November 11, 2018, the Company entered a sixty-nine month lease commencing on January 1, 2019 for approximately 8,025 square feet adjoining
its existing facility in Pompano Beach, Florida. Terms of the new lease include a $ 6,527 security deposit; initial base rent of approximately
 $ 4,848 per month escalating at 3 % per year during the term of the lease plus Florida state sales tax and 10.11 % of the buildings annual
operating expenses (common area maintenance) which is approximately $ 1,679 per month, subject to adjustment as provided in the lease.

 On
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 to the remainder of the lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The
Sea, Florida. The lease is in its third year of a three-year term and has a $ 2,816 per month base rent. The lease provides an option
to renew for an additional term of two years with an increase of base rent by 3.5 %.

 On
September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California effective February
1, 2022. Terms included base rent of 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")
commencing October 1, 2022, The term of the sublease is through December 31, 2023 with a base monthly rent of $ 2,247 for the first twelve
months with an 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.

 Royalty
Agreement

 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 $ 60,000, or $ 15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15 % per year. The
minimum royalty was temporarily increased to $ 60,000 for fiscal years 2022, 2023 and 2024, with a fourth quarter true up against earned
royalties. In addition, if the Company terminates the Agreement with STS prior to December 31, 2023, the Company is obligated to pay
STS $ 180,000, less cumulative royalties paid in excess of $ 200,174 for the years 2019 through 2024. In accordance with the amendment,
the Company will pay additional minimum royalties of $ 60,000 per year or $ 15,000 per quarter for the years 2022 through 2024. On November
1, 2022 the Company issued to the designees of STS 1,155,881 shares of common stock with a fair value of $ 30,000 in accordance with the
Patent License Agreement. Royalty recorded under this Agreement was $ 138,643 and $ 203,621 for twelve months ended December 31, 2023 and
December 31, 2022, respectively. As included in other liabilities, accrued royalties under this agreement were $ 41,151 and $ 18,870 at
December 31, 2023 and 2022, respectively.

 Consulting
and Employment Agreements

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

 On
November 5, 2020, the Company entered into a three-year employment agreement with Christopher Constable (the "Constable Employment
Agreement") pursuant to which Mr. Constable serves as Chief Executive Officer of the Company. Previously, Mr. Constable had provided
advisory services to the Company through an agreement with Brandywine LLC. In consideration for his services, Mr. Constable shall receive
(i) an annual base salary of $ 200,000, payable in accordance with the customary payroll practices of the Company, and (ii) upon execution
of the Employment Agreement and on each anniversary of the date of the Agreement during the term, a non-qualified immediately exercisable
five-year option to purchase that number of shares equal to $ 100,000 of the value of the Company's common stock at an exercise
price equal to the market price of the Company's common stock on the date of issuance. Accordingly, on November 5, 2020, Mr. Constable
was issued an option to purchase 5,434,783 shares of the common stock at an exercise price of $ 0.0184 per share and on November 5, 2021,
Mr. Constable was issued an option to purchase 2,403,846 shares of the Company's common stock at an exercise price of $ 0.0401 per
share.

 F- 27

 In
addition, Mr. Constable shall be entitled to receive four-year stock options to purchase shares of common stock at an exercise price
equal to $ 0.0184 per share in the following amounts based upon the following performance milestones during the term of the Constable
Employment Agreement: (i) 2,000,000 shares – if the Company's total net revenues, as reported in its statement of
operations in its financial statements in its filings with the SEC, including as a result of a stock or asset acquisition of a third
party ("Net Revenues") are in excess of $ 5,000,000, in the aggregate, for four consecutive fiscal quarters; (ii)
 3,000,000 shares – if the Company's Net Revenues are in excess of $ 7,500,000, in the aggregate, for four consecutive
fiscal quarters; (iii) 5,000,000 shares – if the Company's Net Revenues are in excess of $ 10,000,000, in the aggregate,
for four consecutive fiscal quarters; and (iv) 20,000,000 shares – if the Company's common stock is listed on the NASDAQ
or New York Stock Exchange.

 On June 24, 2023, Christopher Constable submitted his resignation as Chief Executive Officer of Brownie's Marine
Group, Inc., a Florida corporation (the "Company") effective July 7, 2023. Mr. Constable will remain a member of the Company's
Board of Directors and in a consulting capacity until further notice. Mr. Constable's resignation did not arise from any disagreement
with the Company on any matter relating to the Company's operations, policies or practices.

 On
March 1, 2021, the Company entered into an investor relations consulting agreement with BGM Equity Partners, LLC. The term of the agreement
is twelve months. As compensation, the Company issued 3,000,000 shares of its common stock valued at $ 120,000 to BGM Equity Partners.
The agreement expired on March 1, 2022.

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

 In
addition, Blake Carmichael shall be entitled to receive a five-year stock option to purchase up to 18,000,000 shares of common stock
at an exercise price of $ 0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement, expediency measurement
and an EBITDA measurement.

 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 $ 110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone
allowance of $ 10,800 per year, (iii) a five-year option issued under the Plan to purchase 300,000 shares of common stock of the Company
at $ 0.0531 per share, which option vests quarterly over the eight calendar quarters.

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

 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 $ 50,000.

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

 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 will begin to receive 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 $ 160,500
for such costs. In 2023 the Company finalized the recall and adjusted the reserve down to approximately $ 86,300 to reflect the actual
impact on the Company's financial condition.

 Legal

 The
Company was a defendant in an action, Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie's
Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17th Judicial Circuit, Broward County, Florida. The complaint, related
to consulting services provided to the Company by the deceased between 2005 and 2017, alleged breach of contract and quantum meruit and
sought $ 15,870.97 in unpaid consulting fees together with interest. In April 2020, the Company filed a Motion to Dismiss, and at a hearing
held in May 2021, the Court struck certain allegations contained in the complaint, the parties agreed that the quantum meruit allegation
is deemed to be an alternative to the breach of contract allegation but permitted certain other allegations to stand. The parties entered
mediation pursuant to the Court's order. This action was settled for $ 10,000 on July 12, 2021. The Company paid monthly installments
of $ 1,000. The settlement was fully paid during the second quarter of 2022.

 Note
16. Subsequent Events

 On
February 8, 2024, Brownies Marine Group, Inc. (the "Company"), issued a promissory note (the "Note") to Charles
Hyatt, a director of the Company (the "Lender") in the principal amount of $ 280,000. The Note bears interest is payable in
monthly installments at the rate of 9.9 %per annum and matures on August 7, 2024.

 The
proceeds of the Note will primarily be used for general working capital purposes.

 Events
of default on the Note include insolvency and failure to pay principal or interest when due and upon the occurrence of an event of default
as described in the Note, the outstanding interest and principal will become immediately due and payable. The default interest rate on
the Note is 18 %. The Note can be repaid at any time without penalty or premium.

 F- 28