8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) April 21, 2011

BROWNIE’S MARINE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-28321	90-0226181
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

940 N.W. 1st Street, Fort Lauderdale, Florida 33311

(Address of Principal Executive Office) (Zip Code)

(954) 462-5570

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02           Unregistered Sales of Equity Securities

Effective April 21, 2011 (the “Effective Date”), the Company issued 425,000 shares of preferred stock designated as Series A Convertible Preferred Stock (the “Preferred Stock”) to Robert Carmichael, its chief executive officer, at a price per share of $0.001 (the “Issuance Price”).  The Preferred Stock was issued in consideration of the forgiveness of $42,500 advanced by Mr. Carmichael to the Company.

Each holder of Preferred Stock shall have the right at any time to convert all or part of his shares of Preferred Stock into shares of the Company’s common stock such that each share of the Series B Preferred Stock shall convert into that number of fully paid and non-assessable shares of Common Stock by dividing the Issuance Price by the Conversion Price, which is initially $0.00001 per share, subject to adjustment (an aggregate of approximately 42,500,000 shares of common stock).  There is no mandatory conversion.  The shares of Preferred Stock shall vote together with the Company’s Common Stock, except as otherwise required by law.  The number of votes for the Preferred Stock shall be 250 votes for each share of Preferred Stock.  The Preferred Stock is not entitled to dividends or preference upon liquidation.

In addition, on the effective date the Company issued its chief executive officer 20,000,000 shares of restricted common stock (the “Restricted Stock”) in consideration of the personal guaranties provided by Mr. Carmichael in connection with the refinancing of the Company’s mortgage loan on its executive facilities and Mr. Carmichael’s commitment to provide his continuing guaranty on such loan. The Restricted Stock is subject to a restricted stock agreement.  The Restricted Stock is divided into two categories and will expire as follows:  (1) the restrictions on 50% of the Restricted Stock will expire on April 20, 2012 in the event that Mr. Carmichael continues to be employed as a regular full-time employee by the Company until such date and (2) the restrictions on 50% of the Restricted Stock will expire on April 20, 2013 in the event that Mr. Carmichael continues to be employed as a regular full-time employee by the Company until such date.

The Company relied upon exemptions provided for in Sections 4(2) of the Securities Act of 1933, as amended.  The certificates representing the Preferred Stock and Restricted Stock contain legends restricting transferability absent registration or applicable exemption.

All disclosures set forth in this Current Report on Form 8-K are qualified by and subject to the rights, preferences and designations set forth in the amendment to the Certificate of Incorporation and the restricted stock agreement. The amendment to the Certificate of Incorporation and restricted stock agreement are filed as exhibits to this Current Report on Form 8-K.

Item 5.03           Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The Certificate of Incorporation of the Company authorize the issuance of up to 10,000,000 shares of preferred stock and further authorize the Board of Directors of the Company to fix and determine the designation, preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock.  On the Effective Date the Board of Directors approved by unanimous written consent an amendment to the Company’s Certificate of Incorporation to designate the rights and preferences of 425,000 shares of preferred stock as Series A Convertible Preferred Stock as described in Item 3.02.  As referenced above, a copy of the amendment to the Certificate of Incorporation is filed as an exhibit to this Current Report on Form 8-K and all disclosures set forth in this Current Report on Form 8-K are qualified by and subject to the rights, preferences and designations set forth in the amendment to the Certificate of Incorporation.

Item 9.01.          Financial Statements and Exhibits

 (d) Exhibits

3.1       Series A Convertible Preferred Stock Designation

10.1     Restricted Stock Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BROWNIE’S MARINE GROUP, INC.
Date:  April 27, 2011	/s/ Robert Carmichael
	Robert Carmichael
	Chief Executive Officer

EX-10.1

BROWNIE’S MARINE GROUP, INC.

940 N.W. 1st Street, Fort Lauderdale, Florida 33311

Restricted Stock Agreement

April 21, 2011

Mr. Robert Carmichael

940 N.W. 1ST Street

Fort Lauderdale, Florida 33311

Dear Mr. Carmichael:

The Board of Directors ("Board") has awarded 20,000,000 shares of Brownie’s Marine Group, Inc. (the “Corporation”) common stock, par value $0.001 per share (the "Stock"), to you in the form of Restricted Stock.  The term "Restricted Stock" as used in this Restricted Stock Agreement refers to the Restricted Stock awarded to you under this Restricted Stock Agreement.

This letter constitutes the Restricted Stock Agreement and sets forth the terms and conditions of your award, as determined by the Board.

1.  CONSIDERATION FOR AWARD

The consideration for the Restricted Stock is your continued service to the Corporation as a full-time employee during the Restricted Period set forth below and the consideration provided under the unanimous written consent of the board of directors dated even herewith.  If you do not continue to perform services for the Corporation as a full-time employee during the entire Restricted Period, your award will be forfeited in whole or in part, as applicable.

2.  CONDITIONS TO AWARD

If you desire to accept the Restricted Stock award, you must acknowledge your acceptance and receipt of this Restricted Stock Agreement by simultaneously signing the enclosed copy of this Restricted Stock Agreement in the space provided and returning each to the Corporation.

For your acceptance to be effective and for the award to be enforceable, you must return your signed acknowledgment.  If the signed Restricted Stock Agreement are not received within 5 business days of the date of this Restricted Stock Agreement, this Restricted Stock award will be void and of no effect.

Upon receipt of a signed copy of this Restricted Stock Agreement the Corporation will issue a certificate in your name for the shares; however the Corporation will maintain custody of the shares until the Restricted Period ends or the shares are forfeited.

3.  RIGHTS OF OWNERSHIP/RESTRICTIONS ON TRANSFER

Until the expiration or termination of the periods described in Section 4 below (the "Restricted Period"), the Restricted Stock will be held in your name by the Corporation, and you will not be entitled to delivery of a certificate(s) representing the Restricted Stock.  Nevertheless, subject to the forfeiture provisions described below, you will be the record owner of the Restricted Stock, will have the right to receive cash dividends, if any, on the Restricted Stock, will have the right to vote the Restricted Stock and will generally have the rights and privileges of a stockholder as to such Restricted Stock except that during the Restricted Period you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber the Restricted Stock.  The Corporation may place a legend on the certificates representing the Restricted Stock indicating the existence of these restrictions.

Upon expiration or termination of the Restricted Period with respect to any particular shares, and subject to the forfeiture provisions set forth below, a certificate(s) evidencing the shares for which the restrictions have expired or terminated will be issued in your name) and delivered to you.  This certificate will not contain the restrictive legend referred to above although it may contain any other legend the Corporation determines is appropriate under the securities laws.  At that time, the Corporation is required to collect the appropriate amount of federal, state and local taxes.

By accepting this Restricted Stock award you agree for yourself, your heirs and legatees that, unless the shares have been registered under the Securities Act of 1933, as amended, any and all shares granted hereunder shall be acquired for investment and not for distribution, and upon the release of any or all of the shares subject to the award granted hereunder after the end of applicable Restricted Period, you, or your heirs or legatees receiving such shares, shall deliver to Enviro Voraxial Technology, Inc. a representation in writing that such shares are being acquired in good faith for investment and not for distribution. Enviro Voraxial Technology, Inc. may place a "stop transfer" order with respect to such shares with its transfer agent and place an appropriate restrictive legend on the stock certificate unless such shares are registered.

After the expiration or termination of the Restricted Period and the shares are delivered to you, you will enjoy all of the rights and privileges associated with ownership of the shares including the right to encumber, sell or otherwise transfer the shares.  You should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the federal securities laws, subject to registration under the Securities Act of 1933, as amended, or an appropriate exemption thereunder which is available.

4.  RESTRICTED PERIOD/FORFEITURE

Except as set forth below, all of your Restricted Stock will be forfeited and all of your rights to the Restricted Stock will cease without further obligation on the part of the Corporation unless you continue to provide services to the Corporation as a regular full-time employee of the Corporation until the expiration or termination of the Restricted Periods as set forth in the following paragraphs.

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The Restricted Stock granted hereunder will be divided into two categories and the Restricted Period with respect to each category will expire as follows:

(i) the restrictions on the first category of one-half (50%) of the shares will expire on April 20, 2012 if you continue to be employed as a regular full-time employee by the Corporation until that date; and

(ii) the restrictions on the second category of one-half (50%) of the shares will expire on April 20, 2013. if you continue to be employed as a regular full-time employee by the Corporation until that date.

5.  CHANGES IN CAPITALIZATION

In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued during the Restricted Period with respect to the Restricted Stock, you will have the same rights and privileges and be subject to the same restrictions and risks of forfeiture with respect to such shares as you have with respect to the Restricted Stock, and such shares will be treated as Restricted Stock.

6.  MISCELLANEOUS

Nothing contained in this Restricted Stock Agreement shall confer upon you any right of continued employment by the Corporation.  In addition, nothing in this Restricted Stock Agreement limits in any way the right of the Corporation to terminate your employment at any time.  The value of the Restricted Stock awarded to you will not be taken into account for other benefits offered by the Corporation, if any. Notwithstanding any other provision of the Restricted Stock Agreement to the contrary, the Restricted Stock must be held at least six months from the date of grant.

This Restricted Stock Agreement constitute the entire agreement governing the terms of your Restricted Stock grant and supersede all other prior agreements and understandings, both written and oral, between you and the Corporation or any employee, officer or director of the Corporation.

Sincerely,

BROWNIE’S MARINE GROUP, INC.

/s/Robert Carmichael

Name: Robert Carmichael

Its: CEO

Acknowledged and Agreed:

/s/Robert Carmichael

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EX-3.1

ARTICLES OF AMENDMENT TO

ARTICLES OF INCORPORATION OF BROWNIE’S MARINE GROUP, INC.

CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF

SERIES A CONVERTIBLE PREFERRED STOCK

The undersigned President of BROWNIE’S MARINE GROUP, INC., (the “Corporation”), a company organized and existing under the laws of the State of Nevada, certifies that pursuant to the authority contained in the Corporation’s Articles of Incorporation, and in accordance with the provisions of the resolution creating a series of the class of the Corporation’s authorized Preferred Stock designated as Series A Convertible Preferred Stock:

FIRST:                  The Articles of Incorporation of the Corporation authorizes the issuance of Two Hundred Fifty Million (250,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”) and Ten Million (10,000,000) shares of preferred stock (the “Preferred Stock”), and further, authorizes the Board of Directors of the Corporation, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the shares of Preferred Stock into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, and its preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including voting rights, qualifications, limitations, or restrictions thereof.

SECOND:             On April 21, 2011, the directors unanimously approved the designation of Four Hundred Twenty Five Thousand (425,000) shares of the Preferred Stock as Series A Convertible Preferred Stock and authorized the issuance of the Series A Convertible Preferred Stock at a price of $0.001 per share.  The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A Convertible Preferred Stock shall be as hereinafter described.

Accordingly, “Article IV” of the Articles of Incorporation of this Corporation is amended to include the following:

Series A Convertible Preferred Stock

1. Designation and Number of Shares.  There shall be a series of Preferred Stock that shall be designated as “Series A Convertible Preferred Stock”, and the number of shares constituting such series shall be Four Hundred Twenty Five Thousand (425,000) shares.  The price per share shall be $0.001 per share (the “Original Issuance Price”).  Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Convertible Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

2. Ranking.  The Series A Preferred Stock shall rank on parity with the Corporation’s Common Stock and any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms on parity with the Series A Preferred Stock (the “Parity Securities”), in each case as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation.

3. Liquidation.  Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (“Liquidation”), the holders of record of the shares of the Series A Preferred Stock shall be entitled to receive assets and funds on parity with the Parity Securities.  If, upon such Liquidation, the assets of the Corporation available for distribution to the holders of Series A Preferred Stock and any Parity Securities shall be insufficient to permit payment in full to the holders of the Series A Preferred Stock and Parity Securities, then the entire assets and funds of the Corporation legally available for distribution to such holders and the holders of the Parity Securities then outstanding shall be distributed ratably among the holders of the Series A Preferred Stock and Parity Securities based upon the proportion the total amount distributable on each share upon Liquidation bears to the aggregate amount required to be distributed, but for the provisions of this sentence, on all shares of the Series A Preferred Stock and of such Parity Securities, if any.

4. Dividends.  None.

5. Conversion Rights.

(a) Conversion.  Each holder of record of shares of the Series A Convertible Preferred Stock shall have the right to convert all or any part of such holder’s shares of Series A Convertible Preferred Stock into that number of fully paid and non-assessable shares of Common Stock as shall be determined by dividing the Original Issuance Price by the “Conversion Price”.  The Conversion Price shall initially be $0.00001 per share and shall be subject to adjustment as provided below.  There is no mandatory conversion.

(b) Mechanics of Conversion.

(i) Before any holder of Series A Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Convertible Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued.  The Corporation shall, within five business days, issue and deliver at such office to such holder of Series A Convertible Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.  Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date is referred to herein as the “Conversion Date.”

(ii) All Common Stock, which may be issued upon conversion of the Series A Convertible Preferred Stock, will, upon issuance, be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof.

(c) Conversion Price Adjustments.  The Conversion Price shall be subject to the adjustment provisions of Section 6 below.

6. Anti-Dilution Provisions.  During the period in which any shares of Series A Convertible Preferred Stock remain outstanding, the Conversion Price in effect at any time and the number and kind of securities issuable upon the conversion of the Series A Convertible Preferred Stock shall be subject to adjustment from time to time following the date of the original issuance of the Series A Convertible Preferred Stock upon the happening of certain events as follows:

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(a) Consolidation, Merger or Sale.  If any consolidation or merger of the Corporation with an unaffiliated third-party, or the sale, transfer or lease of all or substantially all of its assets to an unaffiliated third-party shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares of Common Stock, then provision shall be made, in accordance with this Section 6(a), whereby each holder of shares of Series A Convertible Preferred Stock shall thereafter have the right to receive such securities or assets as would have been issued or payable with respect to or in exchange for the shares of Common Stock into which the shares of Series A Convertible Preferred Stock held by such holder were convertible immediately prior to the closing of such merger, sale, transfer or lease, as applicable.  The Corporation will not effect any such consolidation, merger, sale, transfer or lease unless prior to the consummation thereof the successor entity (if other than the Corporation) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (i) the obligation to deliver to the holders of Series A Convertible Preferred Stock such securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and (ii) all other obligations of the Corporation hereunder.  The provisions of this Section 6(a) shall similarly apply to successive mergers, sales, transfers or leases.  Holders shall not be required to convert Series A stock pursuant to this Section 6(a).

(b) Common Stock Dividends, Subdivisions, Combinations, etc.  In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted by multiplying the then applicable Conversion Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action.  Such adjustment shall be made successively whenever any event listed above shall occur.

(c) Notice of Adjustment.  Whenever the Conversion Price is adjusted as herein provided, the Corporation shall promptly but no later than 10 days after any request for such an adjustment by the holder, cause a notice setting forth the adjusted Conversion Price issuable upon exercise of each share of Series A Convertible Preferred Stock, and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the holders at their last addresses appearing in the share register of the Corporation, and shall cause a certified copy thereof to be mailed to its transfer agent, if any.  The Corporation may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Corporation) to make any computation required by this Section 6, and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment.

7. Voting Rights.  Each share of Series A Preferred Stock shall vote on a two hundred fifty for one basis, together with the Corporation’s Common Stock on all matters requiring shareholder approval under the Nevada Revised Statutes.  For clarification purposes, each share of Series A Preferred Stock shall vote two hundred fifty times per share for every one vote of outstanding share of Common Stock.

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8. Redemption.  Neither the Corporation nor the holders of the Series A Preferred Stock shall have any right at any time to require the redemption of any of the shares of Series A Preferred Stock, except upon and by reason of any liquidation, dissolution or winding-up of the Corporation, as and to the extent herein provided.

9. Reservation of Shares.  The Corporation shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock pursuant to the terms hereof, such number of its shares of Common Stock (or other shares or other securities as may be required) as shall from time to time be sufficient to effect the conversion of all outstanding Series A Convertible Preferred Stock pursuant to the terms hereof.  If at any time the number of authorized but unissued shares of Common Stock (or such other shares or other securities) shall not be sufficient to affect the conversion of all then outstanding Series A Convertible Preferred Stock, the Corporation shall promptly take such action as may be necessary to increase its authorized but unissued Common Stock (or other shares or other securities) to such number of shares as shall be sufficient for such purpose.

10. Miscellaneous.

(a) The shares of the Series A Convertible Preferred Stock shall not have any preferences, voting powers or relative, participating, optional, preemptive or other special rights except as set forth above in this Series A Convertible Preferred Stock Designation and in the Amended and Restated Articles of Incorporation of the Corporation.

(b) The holders of the Series A Convertible Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the Common Stock.

(c) Holders of fifty-one percent (51%) of the outstanding shares of Series A Convertible Preferred Stock may, voting as a single class, elect to waive any provision of this Resolution Designating Series A Convertible Preferred Stock, and the affirmative vote of such percentage with respect to any proposed waiver of any of the provisions contained herein shall bind all holders of Series A Convertible Preferred Stock.

The foregoing Amendment was adopted by the Board of Directors of the Corporation pursuant to the Nevada Revised Statutes.  Therefore, the number of votes cast for the Amendment to the Corporation's Articles of Incorporation was sufficient for approval.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer on April 21, 2011.

BROWNIE’S MARINE GROUP, INC.
By:	/s/Robert Carmichael
Name:  Robert Carmichael
Its:  President

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