10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(mark one)

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

For the quarterly period ended March 31, 2016

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

For the transition period from _______ to _______.

Commission File No. 333-99393

Brownie’s Marine Group, Inc.

(Name of Small Business Issuer 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)

(954) 462-5570

(Issuer’s Telephone Number, Including Area Code)

(Former Name, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, in any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes ¨ No x

There were 58,617,938 shares of common stock outstanding as of May 10, 2016.

PART I

Item 1.   Financial Statements

Financial Information

BROWNIE'S MARINE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31			December 31,
	2016			2015
ASSETS
Current assets
Cash	$	135,325		$	141,822
Accounts receivable, net of $8,000 and $11,000 allowance for doubtful accounts, respectively		30,258			59,474
Accounts receivable - related parties		45,940			41,270
Inventory		650,724			654,213
Prepaid expenses and other current assets		58,230			58,012
Other current assets - related parties		—			3,020
Deferred tax asset, net – current		190			190
Total current assets		920,667			958,001
Property and equipment, net		76,733			85,712
Deferred tax asset, net - non-current		2,330			2,330
Other assets		6,649			6,649
Total assets	$	1,006,379		$	1,052,692
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	363,402		$	349,946
Customer deposits and unearned revenue		18,073			25,238
Royalties payable - related parties		153,575			152,546
Other liabilities		226,146			231,551
Other liabilities and accrued interest - related parties		84,500			84,500
Convertible debentures, net		312,743			371,965
Notes payable - current portion		6,128			6,099
Notes payable - related parties - current portion		8,848			11,098
Total current liabilities		1,173,415			1,232,943
Long-term liabilities
Notes payable - long-term portion		4,590			6,133
Total liabilities		1,178,005			1,239,076
Commitments and contingencies
Stockholders' deficit
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding		425			425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; and 86,841,190 and 86,825,138 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively		8,683			8,681
Common stock payable; $0.0001 par value; 195,610 and 195,610 shares, respectively		20			20
Additional paid-in capital		8,665,636			8,665,565
Accumulated deficit		(8,846,390	)		(8,861,075	)
Total stockholders' deficit		(171,626	)		(186,384	)
Total liabilities and stockholders' deficit	$	1,006,379		$	1,052,692

See Accompanying Notes to Condensed Consolidated Financial Statements

 2

BROWNIE'S MARINE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2016			2015
Net revenues
Net revenues	$	281,361		$	294,065
Net revenues - related parties		110,012			170,443
Total net revenues		391,373			464,508
Cost of net revenues
Cost of net revenues		325,400			347,273
Royalties expense - related parties		9,539			11,319
Total cost of net revenues		334,939			358,592
Gross profit		56,434			105,916
Operating expenses
Selling, general and administrative		152,806			164,453
Research and development costs		1,352			7,787
Total operating expenses		154,158			172,240
Loss from operations		(97,724	)		(66,324	)
Other (income) expense, net
Debt settlement		(93,838	)
Other (income) expense, net		(26,403	)		3,984
Interest expense		7,759			9,277
Interest expense - related parties		73			—
Total other (income) expense, net		(112,409	)		13,261
Net income (loss) before provision for income taxes		14,685			(79,585	)
Provision for income tax expense		—			43
Net income (loss)	$	14,685		$	(79,628	)
Basic income per common share	$	—			—
Diluted income per common share	$	—			—
Basic weighted average common shares outstanding		86,838,897			67,303,690
Diluted weighted average common shares outstanding		92,368,596			67,303,690

See Accompanying Notes to Condensed Consolidated Financial Statements

 3

BROWNIE'S MARINE GROUP, INC. 

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

	Preferred stock				Common stock				Common stock payable				Additional paid-in		Accumulated			Total stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		capital		deficit			Deficit
Balance, January 1, 2016		425,000	$	425		86,825,138	$	8,681		195,610	$	20	$	8,665,565	$	(8,861,075	)	$	(186,384	)
Payment of related party interest to stock		—		—		16,052		2		—		—		71		—			73
Net Income		—		—		—		—		—		—		—		14,685			14,685
Balance, March 31, 2016		425,000	$	425		86,841,190	$	8,683		195,610	$	20	$	8,665,636	$	(8,846,390	)	$	(171,626	)

See Accompanying Notes to Condensed Consolidated Financial Statements

 4

BROWNIE'S MARINE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2016			2015
Cash flows provided by operating activities:
Net income (loss)	$	14,685			(79,628	)
Adjustments to reconcile net incomes to net income (loss) to cash provided by operating activities:
Depreciation		5,331			5,527
Amortization of leasehold improvements		3,648			3,198
Gain on cancellation of debt		(93,938	)		—
Shares issued for interest expenses		73			—
Change in deferred tax asset, net		—			43
Changes in operating assets and liabilities:
Change in accounts receivable, net		29,216			30,914
Change in accounts receivable - related parties		(4,670	)		29,165
Change in inventory		3,489			(52,257	)
Change in prepaid expenses and other current assets		(219	)		(8,529	)
Change in other current assets - related parties		3,020			(2,305	)
Change in other assets		—			(339	)
Change in accounts payable and accrued liabilities		48,655			108,563
Change in customer deposits and unearned revenue		(7,165	)		17,853
Change in other liabilities		(5,405	)		(553	)
Change in other liabilities and accrued interest - related parties		—			11,998
Change in royalties payable - related parties		1,029			10,060
Net cash provided by (used in) operating activities		(2,251	)		73,710
Cash flows from investing activities:
Purchase of fixed assets		—			(6,805	)
Net cash used in investing activities		—			(6,805	)
Cash flows from financing activities:
Principal reduction on convertible debentures		(472	)		—
Principal payments on notes payable		(1,524	)		(4,249	)
Principal payments on note payable – related parties		(2,250	)		(7,084	)
Net cash used in financing activities		(4,246	)		(11,333	)
Net change in cash		(6,497	)		55,572
Cash, beginning of period		141,822			19,188
Cash, end of period	$	135,325		$	74,760

See Accompanying Notes to Condensed Consolidated Financial Statements

 5

BROWNIE'S MARINE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2016			2015
Supplemental disclosures of cash flow information:
Cash paid for interest	$	242		$	14,322
Cash paid for income taxes	$	—		$	—
Supplemental disclosures of non-cash investing activities  and future operating activities:
Conversion of convertible debentures to stock	$	—		$	92,095
Conversion of accrued payroll to stock - related party	$	—		$	40,500
Conversion of accrued interest on note payable - related party to stock	$	73		$	—
Conversion of accrued interest and fees on convertible  debentures to stock	$	—		$	4,002
Retirement of shares returned by non-employee Board of Director	$	—		$	1,383
Gain on convertible debt cancellation	$	(93,938	)	$	—

See Accompanying Notes to Condensed Consolidated Financial Statements

 6

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of business and summary of significant accounting policies

Description of business –Brownie’s Marine Group, Inc., (hereinafter referred to as the “Company”, “we” or “BWMG”) designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Pompano Beach, Florida. The Company does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries, Inc. The Company’s common stock is quoted on the OTC Markets (Pink) under the symbol “BWMG”.

Basis of Presentation – The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included.

The condensed consolidated financial statements as of March 31, 2016 and for the three month periods ended March 31, 2016 and 2015 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2016, and the results of operations for the three month periods ended March 31, 2016 and 2015, the statement of shareholders’ deficit for the three months ended March 31, 2016 and the statements of cash flows for the three month periods ended March 31, 2016 and 2015. The condensed consolidated results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2015 has been derived from the Company’s audited financial statements for the year ended December 31, 2015. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with our audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K which was filed on March 29, 2016.

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

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.

Reclassifications – Certain reclassifications have been made to the 2015 financial statement amounts and disclosures to conform to the 2016 financial statement presentation.

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 these financial statements. Although profitable for the years ended December 31, 2015 and 2014, we have otherwise incurred losses since 2009. We have predominantly had a working capital deficit since 2009.

The Company is behind on payments due for matured convertible debentures, related parties notes payable, accrued liabilities and interest – related parties, and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue.

 7

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about BWMG’s ability to continue as a going concern within one year from date the financial statements are issued. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. BWMG has issued a number of convertible debentures in the past as an interim measure to finance working capital needs and may continue to raise additional capital through sale of restricted common stock or other securities, and obtaining some short term loans. The Company has previously paid for some legal and consulting services with restricted stock to maximize working capital and intends to continue this practice when possible. In addition, the Company implemented some cost saving measures and will continue to explore more to reduce operating expenses.

If BWMG 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 this uncertainty.

Cash and equivalents – Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

Accounts receivable – Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts is estimated based on historical customer experience and industry knowledge.

Inventory – Inventory is stated at the lower of cost or net realizable value. Cost is principally determined by using the average cost method that approximates the First-In, First-Out (FIFO) method of accounting for inventory. Inventory consists of raw materials as well as finished goods held for sale. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when indicated.

Furniture, Fixtures, Equipment and Leasehold Improvements– Furniture, Fixtures, Equipment and Leasehold Improvement is stated at cost less accumulated depreciation and/or amortization. Depreciation and amortization is provided principally on the straight-line method over the estimated useful lives of the assets or 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.

Revenue recognition – Revenues from product sales are recognized when the Company’s products are shipped or when service is rendered. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost of each contract. This method is used because management considers the percentage of cost incurred to date to estimated total cost to be the best available measure of progress on the contracts.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Change in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Revenue and costs incurred for time and material projects are recognized as the work is performed.

 8

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 occur. Advertising and trade show expense incurred for the three months ended March 31, 2016 and 2015, was $1,997 and $1,454, respectively.

Customer deposits and returns policy – The Company takes a minimum 50% deposit against custom and large tankfill systems prior to ordering and/or building the systems. The remaining balance due is payable upon delivery, shipment, or installation of the system. There is no provision for cancellation of custom orders once the deposit is accepted, nor return of the custom ordered product. Additionally, returns of all other merchandise are subject to a 15% restocking fee as stated on each sales invoice.

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.

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, they 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.

Comprehensive income – The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods presented.

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. 

Beneficial conversion features on convertible debentures – The fair value of the stock upon which beneficial conversion feature (BCF) computations, as applicable, was determined through use of the quoted stock price.

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:

 9

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2016, and December 31, 2015, the carrying amount of cash, accounts receivable, accounts receivable – related parties, customer deposits and unearned revenue, royalties payable – related parties, other liabilities, other liabilities and accrued interest – related parties, notes payable, notes payable – related parties, and accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

Earnings per common share – Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share are computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive and common stock equivalent shares, if any, outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Potentially dilutive shares included in dilutive earnings per share totaled 5,529,699 shares for the three months ended March 31, 2016. At March 31, 2015, all potentially dilutive common stock and equivalent shares were excluded in the computation of dilutive earnings per share, as the effect was anti-dilutive.

New accounting pronouncements – The Company believes there was no new accounting guidance adopted, but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of BWMG’s financial statements. 

2. INVENTORY

Inventory consists of the following as of:

	March 31, 2016		December 31, 2015
Raw materials	$	409,910	$	422,115
Work in process		—		—
Finished goods		240,814		232,098
	$	650,724	$	654,213

 10

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

	March 31, 2016		December 31, 2015
Prepaid inventory	$	27,674	$	42,076
Prepaid insurance		14,466		8,819
Prepaid other current assets		16,090		7,117
	$	58,230	$	58,012

4. PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following as of:
	March 31, 2016			December 31, 2015
Factory and office equipment	$	62,633		$	62,633
Tooling		59,149			59,149
Computer equipment and software		23,932			23,932
Vehicles		44,160			44,160
Leasehold improvements		43,779			43,779
		233,653			233,653
Less:  accumulated depreciation and amortization		(156,920	)		(147,941	)
	$	76,733		$	85,712

5. OTHER ASSETS

Other assets of $6,649 at March 31, 2016 and December 31, 2015, respectively, consisted solely of refundable deposits.

6. CUSTOMER CREDIT CONCENTRATIONS

The Company sells to three (3) entities owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer, and three (3) companies owned or controlled by the Chief Executive Officer as further discussed in Note 7. RELATED PARTIES TRANSACTIONS. Combined sales to these six (6) entities for the three months ended March 31, 2016 and 2015, represented 28.11% and 36.69%, respectively, of total net revenues.

7. RELATED PARTIES TRANSACTIONS

Notes payable – related parties

Notes payable – related parties consists of the following at March 31, 2016 and December 31, 2015:

	March 31, 2016			December 31, 2015
Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payments of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016.	$	8,848		$	11,098
Less amounts due within one year		(8,848	)		(11,098	)
Long-term portion of notes payable	$	—			—
	$	8,848		$	11,098

 11

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective April 22, 2015, the Company issued Mr. Carmichael, Chief Executive Officer of the Company, an unsecured promissory note presented in the table above in consideration for a $27,000 advance. For the three months ended March 31, 2016 the Company converted $73 of accrued interest on the note payable – related party into 16,052 shares of restricted stock.

Net revenues and accounts receivable – related parties – The Company sells products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, owned by the brother of the Company’s Chief Executive Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volume. Combined net revenues from these entities for three months ended March 31, 2016 and 2015, was $109,423 and $156,637, respectively. Accounts receivable from Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at March 31, 2016, was $21,496, $8,083 and $14,035 respectively. Accounts receivable from Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2015, was $12,981, $4,678, and $15,221, respectively.

The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”), 3D Buoy and 940 Associates, Inc., affiliated with the Company’s Chief Executive Officer. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Terms of sale to BGL approximate cost or include a nominal margin. These terms are consistent with those extended to Brownie’s strategic partners. Strategic partner terms on a per order basis include promotion of BWMG’s technologies and “Brownie’s” brand, offered only on product or services not offered for resale, and must provide for reciprocal terms or arrangements to BWMG on strategic partners’ product or services. BGL is fulfilling the strategic partner terms by providing exposure for BWMG’s technologies and “Brownie’s” brand in the yachting and exploration community word-wide through its operations. Combined net revenues from these entities for three months ended March 31, 2016, and 2015, were $589 and $13,806, respectively. Accounts receivable from BGL, 3D Buoy and 940 Associates at March 31, 2016 was $180, $2,146, and $0, respectively. Accounts receivable from BGL, 3D Buoy and 940 Associates at December 31, 2015 was $6,443, $1,948 and $0, respectively.

Royalties expense – related parties – The Company has an Exclusive License Agreement with 940 Associates, Inc. (hereinafter referred to as “940A”), an entity owned by the Company’s Chief Executive Officer, to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. This license agreement calls for the Company to pay 940A 2.5% of gross revenues per quarter. Total royalty expense for the above agreements for the three months ended March 31, 2016 and 2015, is disclosed on the face of the Company’s Consolidated Statements of Operations. As of March 31, 2016, the Company was approximately thirty months in arrears on royalty payments due. No default notice has been received and the Company plans to make payments as able.

Equity based compensation to employee –The Company previously paid the employment compensation of Alexander F. Purdon, a more than 10% shareholder of the Company, in restricted shares of stock in lieu of cash. This arrangement terminated December 31, 2015 and was being renegotiated as of March 31, 2016. The number of shares previously paid was based on the weighted average price per share during the months the services were rendered. For the three months ended March 31, 2016, $13,500 has been accrued in anticipation of a successful renegotiation of Mr. Purdon’s compensation agreement. For the three months ended March 31, 2015, stock based compensation to Mr. Purdon was $13,500. In addition, of the $129,500 employee bonuses declared payable for 2012 year end, which is payable in stock or cash to be determined by the Board of Directors, Mr. Purdon is due $17,500. Lastly, of 61,852 total shares of common stock attributable to incentive retention bonuses declared by the Board of Directors in 2012, which vested as of May 2013, Mr. Purdon is payable 1,852 shares of stock, which were valued at $2,250. These shares are included in shares payable on the statement of stockholders’ deficit. See Note 17. SUBSEQUENT EVENTS.

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BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other liabilities and accrued interest– related parties

Other liabilities and accrued interest– related parties consist of the following at:

	March 31, 2016		December 31, 2015
Year-end 2012 bonus payable to Chief Executive Officer(1)	$	67,000	$	67,000
Year-end 2012 bonus payable to employee(1)		17,500		17,500
	$	84,500	$	84,500

(1) See Note 17. SUBSEQUENT EVENTS

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	March 31, 2016		December 31, 2015
Accounts payable trade	$	94,862	$	59,916
Accrued payroll & fringe benefits		39,796		27,245
Accrued year-end bonuses		45,000		45,000
Accrued payroll taxes & withholding		30,087		36,520
Accrued interest		153,657		181,265
	$	363,402	$	349,946

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

9. OTHER LIABILITIES

Other liabilities consist of the following as of:

	March 31, 2016		December 31, 2015
Short-term loans	$	210,784	$	215,782
Asset purchase agreement payable		12,857		12,857
On-line training liability		2,505		2,912
	$	226,146	$	231,551

The short-term loans are comprised of three (3) loans due on demand from unrelated parties. The loans have no other stated terms except one for $200,000 indicated it was for settlement of debenture debt. Therefore, the Company used the proceeds from that loan toward settlement of convertible debentures.

On-line training certificates are provided with all hookah units sold. The training certificates entitle the holder to an on-line interactive course at no additional charge to the holder. The number of on-line training certificates issued per unit is the same as the number of divers the unit as sold is designed to accommodate (i.e., a three diver unit configuration comes with three on-line training certificates). The certificates have eighteen-month redemption from the time customer purchases the unit before expiration. The Company owes the on-line training vendor an agreed upon negotiated rate for on-line certificates redeemed prior to expiration, and payment is due upon redemption. The Company estimates the on-line training liability based on a historical redemption rate of approximately 10%. The Company continues to monitor and maintain a reserve for certificate redemption that approximates the historical redemption rate.

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BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. NOTES PAYABLE

Notes payable consists of the following as of March 31, 2016 and December 31, 2015:

	March 31, 2016			December 31, 2015
Promissory note payable, secured by vehicle underlying loan having carrying value of $13,206 and $17,760 at March 31, 2016 and December 31, 2015, respectively, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on  December 5, 2017	$	10,718		$	12,232
Less amounts due within one year		(6,128	)		(6,099	)
Long-term portion of notes payable	$	4,590		$	6,133

As of March 31, 2016, principal payments on the notes payable are as follows:

2016	$	4,585
2017		6,133
2018		—
2019		—
2020		—
Thereafter		—
	$	10,718

11. CONVERTIBLE DEBENTURES

Convertible debentures consist of the following at March 31, 2016 and December 31, 2015:

Origination Date	Maturity Date	Interest Rate			Origination Principal		Origination Discount			March 31, 2016 Debenture Balance		March 31, 2016 Accrued Interest		December 31, 2015 Debenture Balance		December 31, 2015 Accrued Interest		Ref.
11/27/2010	5/27/2011		10	%		125,000		(53,571	)	$	—	$	—	$	58,750	$	34,709		(1	)
5/3/2011	5/5/2012		5	%		300,000		(206,832	)		300,000		147,500		300,000		140,000		(2	)
8/31/2011	8/31/2013		5	%		10,000		(4,286	)		10,000		2,309		10,000		2,183		(3	)
2/10/2012	2/10/2014		10	%		5,500		—			—		—		472		216		(4	)
2/10/2012	2/10/2014		10	%		39,724		—			2,743		3,848		2,743		4,158		(4	)
										$	312,743	$	153,657	$	371,965	$	181,266

Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding numbers that immediately follow this paragraph.

(1) The Company purchased in exchange for convertible debenture exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture was convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services.

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BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase was to be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The first Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to continue until the full principal balance of $125,000, plus accrued interest is purchased or assigned. The holder of the convertible note has voluntarily dissolved and ceased operation. In February 2016 both parties agreed to cancel the agreement and all remaining principal and interest balances.

(2) On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will accrue interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model.

(3) The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense.

(4) The Company entered into three new debenture agreements upon sale or assignment by the original lender. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of the value of the beneficial conversion feature at the assignment or purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes.

12. AUTHORIZATION OF 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 preferred stock. The 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 Chapter 78 of the Nevada Revised Statutes. Before modification, the existing Articles of Incorporation did not authorize the issuance of shares of preferred stock. The Company authorized the preferred stock for the purpose of added flexibility in seeking capital and potential acquisition targets. The amendment authorizing the issuance of shares of preferred stock grants the Board authority, without further action by our stockholders, to designate and issue preferred stock in one or more series and to designate certain rights, preferences and restrictions of each series, any or all of which may be greater than the rights of the common stock. As of March 31, 2016, and December 31, 2015, the 425,000 shares of preferred stock are owned by the Company’s Chief Executive Officer. The preferred shares have 250 to 1 voting rights over the common stock, and are convertible into 31,481 shares of common stock. The preferred stock votes with the Company’s common stock, except as otherwise required under Florida law. Accordingly, Mr. Carmichael will have approximately 55% of the combined voting power of the Common Stock and Series A Convertible Preferred Stock, voting as a single class and will control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.

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BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. COMMITMENTS AND CONTINGENCIES

From time to time the Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business, including matters relating to product liability claims. Such product liability claims sometimes involving wrongful death or injury have historically been covered by product liability insurance, which provided coverage for each claim up to $1,000,000. During the third quarter of 2014, the Company did not renew its product liability insurance since the renewal policy amount was cost prohibitive. The Company is currently seeking a new insurance carrier or alternative means to satisfy this potential liability exposure, as well as to fulfil the sales terms of some of our customers, which require the insurance coverage.

As previously disclosed, we are co-defendants under an action filed by an individual in June 2013 in the Circuit Court of Broward County claiming personal injury resulting from use of a Brownie’s Third Lung. Plaintiff has claimed damages in excess of $1,000,000. The insurance carrier’s legal counsel indicates unfavorable outcome is possible, but not probable. We believe such claim is without merit and intend to continue to aggressively defend such action. In addition, as previously disclosed, we are also co-defendant under an action filed March 2015, in the Circuit Court of Broward County claiming personal injury resulting from the use of a Brownie’s Third Lung product. This claim falls outside the Company’s period of insurance coverage. The Company believes the claim to be a Workers Compensation claim relating exclusively against other defendant and without merit, and has retained counsel to aggressively defend this action.

On August 14, 2014, the Company entered into a new lease commitment. Terms of the new lease include thirty-seven month term commencing on September 1, 2014; payment of $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 (i.e. common areas maintenance), which is approximately $2,000 per month subject to periodic adjustment.

Base rent expense attributable to the Company’s headquarters facility totaled approximately $12,000 and $12,000 for the three month periods ending March 31, 2016 and 2015, respectively.

Future minimum rental payments required under our operating lease agreement are as follows:

Year 1	$	48,000
Year 2		24,000
Year 3		—
Year 4		—
Year 5		—
	$	72,000

14. EQUITY INCENTIVE PLAN

On August 22, 2007, the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, Stock Options may be granted to employees, directors, and consultants in the form of Incentive Stock Options or Nonstatutory Stock Options. Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The initial maximum number of shares that may be issued under the Plan shall be 297 shares, and no more than 75 Shares of Common Stock may be granted to any one Participant with respect to Options, Stock Purchase Rights and Stock Appreciation Rights during any one calendar year period. Common Stock to be issued under the Plan may be either authorized and unissued or shares held in treasury by the Company. The term of the Plan shall be ten years. The Board of Directors may amend, alter, suspend, or terminate the Plan at any time. All 297 options were issued under the plan prior to January 1, 2010, and to-date all remain outstanding.

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BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

15. EQUITY BASED INCENTIVE/RETENTION BONUSES

On November 2, 2012, the Board of Directors consented to grant equity based bonuses to certain key employees and consultants as an incentive to retain their services. Stock incentive bonuses were to vest, and be paid out on May 2, 2013, contingent upon continued employment or service. The stock bonus price per share was calculated based on last closing price as reported on per the OTCBB prior to the grant date for a total of $75,100. Shares were set aside and reserved for this transaction. As disclosed in Note 7. RELATED PARTIES TRANS-ACTIONS, $45,000 and $2,250 of the $75,100 bonuses, or 37,038 and 1,854 shares, were awarded to the Chief Executive Officer and the related party employee, respectively. The Company accrued operating expense ratably from the time of the awards through May 2, 2013, when vested. Of the 61,852 vested shares, only 5,185 have been issued to-date. The rest are included in shares payable as reflected on the Statement of Stockholders’ Deficit and the Balance Sheet.

16. INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET

For the three months ended March 31, 2016, non-related parties interest expense of $7,759 is comprised of $7,703 interest on convertible debentures and $56 interest on notes payable and other interest. For the three months ended March 31, 2015, non-related parties interest expense of $9,277 is comprised of $9,177 interest on convertible debentures and $100 interest on notes payable and other interest.

For the three months ended March 31, 2016, $120,241 other income, net is comprised primarily of $93,838 cancelation of a convertible debenture and its interest, $14,970 royalty income, and $5,723 from the expiration of online training liability certificates, offset by $528 other expense, net of individually insignificant items. For the three months ended March 31, 2015, $3,984 other expense, net is comprised primarily of $11,379 insurance audit adjustments partially offset by $3,471 product royalty income, $1,800 sale of fixed assets and $2,124 other income, net of individually insignificant items.

 17

BROWNIE’S MARINE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17. SUBSEQUENT EVENTS

Effective April 15, 2016 Trebor entered into an employment agreement with Alexander F. Purdon, a former employee of Trebor. Under the terms of the agreement Purdon agreed to provide business and sales services to the Company through August 31, 2016. Wages due to Purdon shall be payable at the sole discretion of the Company in shares of its restricted common stock. Furthermore, as additional consideration for the Company to enter into the agreement, Purdon agreed to tender 28,403,252 shares of the Company’s common stock beneficially owned by Purdon to the Company. The shares have been retired and returned to the Company’s treasury without further consideration.

Following the return of the shares to the treasury of the Company and issuance of 180,000 shares of common stock under the above agreement, the Company has 58,617,938 shares of common stock issued and outstanding.

Effective April 29, 2016, the Company canceled, terminated and rescinded an aggregate performance bonus payable of $129,500 (the “Bonus Payment”) payable to three Company employees, including Robert Carmichael and Alexander Purdon, such bonuses initially reserved by the Board of Directors pursuant to a unanimous written consent of the Board of Directors dated February 23, 2013 and to be paid at such time as it deemed appropriate by the Board of Directors. The Company determined it was no longer appropriate to pay the remaining accrued Bonus Payment which was payable at the discretion of the Board of Directors due to several factors, including but not limited to 1) the real-time tax impact to the recipients, 2) the continued inability of the Corporation to pay cash bonuses, and 3) the difficulty of a recipient realizing a cash benefit from the resale of the Shares due to the insider trading policies by which the recipient must abide and other securities matters.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introductory Statements

Information included or incorporated by reference in this filing may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

This filing contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) our Company’s growth strategies, (c) our Company’s future financing plans and (d) our Company’s anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Certain Risk Factors” and matters described in this filing generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

Overview

Brownie’s Marine Group, Inc., a Florida corporation (referred to herein as “BWMG”, “the Company”, “we” or “Brownie’s”), does business through its wholly owned subsidiary, Trebor Industries, Inc., d/b/a Brownie’s Third Lung, a Florida corporation. The Company designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products. BWMG sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Pompano Beach, Florida. The Company’s common stock is quoted on the OTC Markets (Pink) under the symbol “BWMG”. The Company’s website is www.browniesmarinegroup.com. Information contained on the website is not part of this report.

Mr. Robert Carmichael, our Chief Executive Officer, has operated Trebor as its President since 1986. Since April 16, 2004, Mr. Carmichael has served as President, Acting Principal Accounting Officer and Acting Chief Financial Officer of the Company. From March 23, 2004 to April 16, 2004, Mr. Carmichael served as the Company’s Executive Vice-President and Chief Operating Officer. The company was organized under the laws of the State of Nevada and effective October 22, 2015, the Company reincorporated to the State of Florida pursuant to a plan of conversion, effective October 22, 2015.

The Company’s diving and marine based products are generally marketed under the Brownie’s Third Lung, Brownie’s Tankfill, and Brownie’s Public Safety trade names.

Results of Operations for the Three Months Ended March 31, 2016, as Compared to the Three Months Ended March 31, 2015

Net revenues. For the three months ended March 31, 2016, we had net revenues of $391,373 as compared to net revenues of $464,508 for the three months ended March 31, 2015, a decrease of $73,135 or 15.74%. Sales of hookah systems overall was essentially flat. The decrease is primarily attributable to related party tankfill sales. Sales overall to non-related parties remained consistent between the periods. Overall sales of hookah systems and related products were down approximately $3,300 for the first quarter of 2016, compared to the first quarter of 2015. Sales in tankfill systems and related products were down by approximately $70,000 for the three months ended March 31, 2016 as compared to same period in 2015. The Company attributes the decline in related parties sales to decline in demand from the predominantly retail market of the related parties during the first quarter of 2016, compared to the first quarter of 2015. The Company does not consider this decline to indicate a trend but rather an anomaly during the most recent quarter possibly due in part to weather.

Cost of net revenues. For the three months ended March 31, 2016, we had cost of net revenues of $334,939 as compared with cost of net revenues of $358,592 for the three months ended March 31, 2015, a decrease of $23,653, or 6.6%. The decrease during the first quarter ended March 31, 2016 compared to first quarter ended March 31, 2015, is primarily attributable to a decrease in material costs of approximately $21,873 due to the decrease in net revenues and a sales related reduction in royalties expense.

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Gross profit. For the three months ended March 31, 2016, we had a gross profit of $56,434 as compared to gross profit of $105,916 for the three months ended March 31, 2015, a decrease of $49,482, or 46.71%. The decrease in gross profit is primarily attributable to the decline in total net revenues for the three months ended March 31, 2016, as compared to same period in 2015.

Operating expenses. For the three months ended March 31, 2016, we had operating expenses of $154,158 as compared to operating expenses of $172,240 for the three months ended March 31, 2015, a decrease of $18,082, or 10.50%. The decrease is predominantly a result of a reduction of the workforce and associated taxes, insurances and benefits between the first quarter of 2016 and the first quarter 2015.

Other (income) expense, net. For the three months ended March 31, 2016, we had other income, net of $112,409, as compared to other expense, net of $13,261 for the three months ended March 31, 2015, an increase of $125,670. This account is comprised of other (income) expense, net; and interest expense. Other (income) expense, net, is comprised of transactions that are generally of a non-recurring nature. The $125,670 overall difference between periods is primarily comprised of the $93,838 debt settlement of a convertible debenture and its associated interest in the first quarter of 2016. Other (income) expense of $26,403 was comprised of approximately $14,970 royalty payments and $13,870 insurance audit adjustment expense in the first quarter of 2015 without comparable adjustment in the first quarter of 2016. Interest expense decreased by $1,445 reflecting a decline in notes payable between the periods.

Net Income (Loss). For the three months ended March 31, 2016, we had net income of $14,685 as compared to net loss of $79,628 for the three months ended March 31, 2015, an increase in net income of $94,313, or 118%. The increase in net income is primarily attributable to the $93,838 in other income recognized in the write-off of a convertible debenture described above.

Liquidity and Capital Resources

The Company’s working capital deficit remained relatively unchanged at March 31, 2016 from December 31, 2015. As of March 31, 2016, the Company had cash and current assets (primarily consisting of inventory) of $920,667 and current liabilities of $1,173,415 or a current ratio of .78 to 1. This represents a working capital deficit of $252,748. This compares to a working capital deficit of $274,942 at December 31, 2015.

The consolidated financial statements included herein 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 these financial statements. Although we had net income for the years ended December 31, 2014 and 2015, we have otherwise incurred annual losses since 2009, and expect we may have more in future periods. We have had a working capital deficit since 2009.

The Company is behind on payments due matured convertible debentures; related party notes payable; accrued liabilities and interest – related parties; and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue.

The Company does not expect that existing cash flow will be sufficient to fund presently anticipated operations. This raises substantial doubt as to our ability to continue as a going concern during the twelve- month period following the date of the financial statements included herein. The Company will need to raise additional funds and is currently exploring alternative sources of financing. We have issued a number of convertible debentures as an interim measure to finance our working capital needs. We have historically paid for some legal and consulting services with restricted stock to maximize working capital and intend to continue this practice in the future when possible. We have implemented some cost saving measures and will continue to explore more to reduce operating expenses.

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

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Subsequent Events

Effective April 15, 2016 Trebor entered into an employment agreement with Alexander F. Purdon, a former employee of Trebor and affiliate of the Company. Under the terms of the agreement Purdon agreed to provide business and sales services to the Company through August 31, 2016. Wages due to Purdon shall be payable at the sole discretion of the Company in shares of its restricted common stock. Furthermore, as additional consideration for the Company to enter into the agreement, Purdon agreed to tender 28,403,252 shares of the Company’s common stock beneficially owned by Purdon to the Company. The shares have been retired and returned to the Company’s treasury without further consideration.

Following the return of the shares to the treasury the Company and issuance of 180,000 shares of common stock under the above agreement, the Company has 58,617,938 shares of common stock issued and outstanding.

Effective April 29, 2016 the Company canceled, terminated and rescinded an aggregate performance bonus payable of $129,500 (the “Bonus Payment”) payable to three Company employees, including Robert Carmichael and Alexander Purdon, such bonuses initially reserved by the Board of Directors pursuant to a unanimous written consent of the Board of Directors dated February 23, 2013 and to be paid at such time as it deemed appropriate by the Board of Directors. The Company determined it was no longer appropriate to pay the remaining accrued Bonus Payment which was payable at the discretion of the Board of Directors due to several factors, including but not limited to 1) the real-time tax impact to the recipients, 2) the continued inability of the Corporation to pay cash bonuses, and 3) the difficulty of a recipient realizing a cash benefit from the resale of the Shares due to the insider trading policies by which the recipient must abide and other securities matters.

Certain Business Risks

The Company is subject to various risks, which may materially harm its business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this report before deciding to purchase the Company’s common stock. These are not the only risks and uncertainties that the Company faces. If any of these risks or uncertainties actually occurs, the Company’s business, financial condition or operating results could be materially harmed. In that case, the trading price of the Company’s common stock could decline and you could lose all or part of your investment.

Our ability to continue as a going concern is in substantial doubt absent obtaining adequate new debt or equity financing and achieving sufficient sales levels.

Although we had net income of $14,685 and $229,610 at March 31, 2016 and December 31, 2015, respectively, we anticipate that losses may occur in the foreseeable future. Additionally, the Company has negative cash flows from operations, negative working capital, is behind on payments due for matured convertible debentures, related party notes payable, accrued liabilities and interest -related parties, and certain vendor payables. The Company is working out all matters of delinquency on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue. This raises a substantial doubt about our ability to continue as a going concern. Our continued existence is dependent upon generating working capital and obtaining adequate new debt or equity financing. Because of our continuing losses, we may not have working capital to permit us to remain in business during the twelve- month period following the date of the financial statements included herein, without improvements in our cash flow from operations or new financing. Working capital limitations continue to impinge on our day-to-day operations, thus contributing to continued operating losses.

The optional conversion features of a series of convertible debentures issued by the Company could require the Company to issue a substantial number of shares of common stock, which will cause dilution to the Company’s stockholders and a potentially negative effect on our stock price.

Since October 4, 2010 the Company has issued convertible debentures to several lenders and other third parties. At March 31, 2016, the outstanding principal balance of these debentures was $312,743 and such debentures are past due. The debentures convert under various conversion formulas, many of which may be at a significant discount to market price of our common stock. The conversion of any of the debentures will result in the issuance of a significant number of shares of our common stock, which will cause dilution to our existing shareholders. Furthermore, the conversion at a significant discount to the market price of our common stock may have a negative effect on our stock price.

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

Our common stock is traded on the Over-the-Counter 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 Securities and Exchange Commission 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 are subject to Section 15(d) of 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 Securities Exchange Act of 1934. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). 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.

We depend on the services of our Chief Executive Officer

Our success largely depends on the efforts and abilities of Robert M. Carmichael, our President and Chief Executive Officer. Mr. Carmichael has been instrumental in securing our existing financing arrangements. Mr. Carmichael is primarily responsible for the development of our technology and the design of our products. The loss of the services of Mr. Carmichael could materially harm our business because of the cost and time necessary to recruit and train a replacement. Such a loss would also divert management attention away from operational issues. We do not presently maintain a key-man life insurance policy on Mr. Carmichael.

We require additional personnel and could fail to attract or retain key personnel

Our continued growth depends on our ability to attract and retain a Chief Financial Officer, a Chief Operations Officer, and additional skilled associates. We are currently utilizing the services of professional consultants in the absence of a Chief Financial Officer and Chief Operations Officer. The loss of the services of these consultants prior to our ability to attract and retain a Chief Financial Officer or Chief Operations Officer may have a material adverse effect upon us. Also, there can be no assurance that we will be able to retain our existing personnel or attract additional qualified associates in the future.

 22

Our failure to obtain intellectual property and enforce protection would 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, entities owned and controlled by Robert M. Carmichael, our President and Chief Executive Officer, 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.

We may be unable to manage growth

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our stock price may decline.

Reliance on 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.

Dependence on consumer spending

The success of the 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 affect 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 beyond current levels, 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 operations.

Government regulations may impact us

The SCUBA industry is self-regulating; therefore, Brownie’s is not subject to government industry specific regulation. Nevertheless, Brownie’s 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. Brownie’s 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.

 23

Bad weather conditions 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.

Investors should not rely on an investment in our stock for the payment of cash dividends

We have not paid any cash dividends on our capital stock and we do not anticipate paying cash dividends in the future. Investors should not make an investment in our common stock if they require dividend income. Any return on an investment in our common stock will be as a result of any appreciation, if any, in our stock price.

The manufacture and distribution of recreational diving equipment could result in product liability claims and we currently lack product liability insurance

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 anticipate obtaining contractual indemnification from parties-supplying raw materials, manufacturing our products or marketing our products. In any event, any such indemnification if obtained will be limited by our terms and, as a practical matter, to the creditworthiness of the indemnifying party. We currently do not have any product liability insurance. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable to Smaller Reporting Company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. The Company’s management, under the supervision and with the participation of Robert Carmichael, the Company's Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2016. Based upon that evaluation and the identification of the material weakness in the Company’s internal control over financial reporting as described below under “Management’s Report on Internal Control over Financial Reporting,” the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of March 31, 2106, based on the criteria established in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2016, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles because of the Company’s limited resources and limited number of employees. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

 24

This report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1a. Risk Factors

Not Applicable to Smaller Reporting Company.

Item 2. Unregistered sales of equity securities and use of proceeds

During the period covered by this report, the Company sold securities without registration under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemption provided in Section 4(a)(2) as described below or as otherwise previously disclosed on Form 8-K. The securities issued with a legend restricting their transferability absent registration of applicable exemption.

During the three months ended March 31, 2016, $73 related party interest payable to Robert Carmichael, our Chief Executive Officer, was converted to 16,052 shares of restricted stock.

Item 3. Defaults Upon Senior Securities

None.

 25

Item 4. Mining Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description	Location
31.1	Certification Pursuant to Rule 13a-14(a)/15d-14(a)	Provided herewith.
31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a)	Provided herewith.
32.1	Certification Pursuant to Section 1350	Provided herewith.
32.2	Certification Pursuant to Section 1350	Provided herewith.
101	XBRL Interactive Data File *

* Attached as Exhibit 101 to this report are the following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Deficit (iv) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements tagged as blocks of text.

 26

SIGNATURES

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

Date:	May 16, 2016	Brownie’s Marine Group, Inc.
		By:	/s/ Robert M. Carmichael
			Robert M. Carmichael
			President, Chief Executive Officer,
			Chief Financial Officer/
			Principal Accounting Officer

 27

EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATE
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Robert Carmichael, Chief Executive Officer, certify that:

1.            I have reviewed this Form 10-Q for the quarter ended March 31, 2016, of Brownie’s Marine Group, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.            I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)          Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)          Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.            I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:	May 16, 2016	By:	/s/ Robert M. Carmichael
		Name:	Robert M. Carmichael
		Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATE
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Robert Carmichael, Chief Financial Officer, certify that:

1.           I have reviewed this Form 10-Q for the quarter ended March 31, 2016, of Brownie’s Marine Group, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant issuer and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)          Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)          Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.           I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:	May 16, 2016	By:	/s/ Robert M. Carmichael
		Name:	Robert M. Carmichael
		Title:	Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brownie’s Marine Group, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2016 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date:	May 16, 2016	By:	/s/ Robert M. Carmichael
		Name:	Robert M. Carmichael
		Title:	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Brownie’s Marine Group, Inc. and will be retained by Brownie’s Marine Group, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brownie’s Marine Group, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2016 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date:	May 16, 2016	By:	/s/ Robert M. Carmichael
		Name:	Robert M. Carmichael
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Brownie’s Marine Group, Inc. and will be retained by Brownie’s Marine Group, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 10, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Registrant Name	Brownie's Marine Group, Inc
Entity Central Index Key	0001166708
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	BWMG
Entity Common Stock, Shares Outstanding		58,617,938

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets
Cash	$ 135,325	$ 141,822
Accounts receivable, net of $8,000 and $11,000 allowance for doubtful accounts, respectively	30,258	59,474
Accounts receivable - related parties	45,940	41,270
Inventory	650,724	654,213
Prepaid expenses and other current assets	58,230	58,012
Other current assets - related parties	0	3,020
Deferred tax asset, net - current	190	190
Total current assets	920,667	958,001
Property and equipment, net	76,733	85,712
Deferred tax asset, net - non-current	2,330	2,330
Other assets	6,649	6,649
Total assets	1,006,379	1,052,692
Current liabilities
Accounts payable and accrued liabilities	363,402	349,946
Customer deposits and unearned revenue	18,073	25,238
Royalties payable - related parties	153,575	152,546
Other liabilities	226,146	231,551
Other liabilities and accrued interest - related parties	84,500	84,500
Convertible debentures, net	312,743	371,965
Notes payable - current portion	6,128	6,099
Notes payable - related parties - current portion	8,848	11,098
Total current liabilities	1,173,415	1,232,943
Long-term liabilities
Notes payable - long-term portion	4,590	6,133
Total liabilities	$ 1,178,005	$ 1,239,076
Commitments and contingencies
Stockholders’ deficit
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding	$ 425	$ 425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; and 86,841,190 and 86,825,138 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively	8,683	8,681
Common stock payable; $0.0001 par value; 195,610 and 195,610 shares, respectively	20	20
Additional paid-in capital	8,665,636	8,665,565
Accumulated deficit	(8,846,390)	(8,861,075)
Total stockholders’ deficit	(171,626)	(186,384)
Total liabilities and stockholders’ deficit	$ 1,006,379	$ 1,052,692

XML

CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Allowance for accounts receivable (in dollars)	$ 8,000	$ 11,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	425,000	425,000
Preferred stock, shares outstanding	425,000	425,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	86,841,190	86,825,138
Common stock, shares outstanding	86,841,190	86,825,138
Common stock payable, Par value (in dollars Per share)	$ 0.0001	$ 0.0001
Common stock payable, shares outstanding	195,610	195,610

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net revenues
Net revenues	$ 281,361	$ 294,065
Net revenues - related parties	110,012	170,443
Total net revenues	391,373	464,508
Cost of net revenues
Cost of net revenues	325,400	347,273
Royalties expense - related parties	9,539	11,319
Total cost of net revenues	334,939	358,592
Gross profit	56,434	105,916
Operating expenses
Selling, general and administrative	152,806	164,453
Research and development costs	1,352	7,787
Total operating expenses	154,158	172,240
Loss from operations	(97,724)	$ (66,324)
Other (income) expense, net
Debt settlement	(93,838)
Other (income) expense, net	(26,403)	$ 3,984
Interest expense	7,759	9,277
Interest expense - related parties	73	0
Total other (income) expense, net	(112,409)	13,261
Net income (loss) before provision for income taxes	14,685	(79,585)
Provision for income tax expense	0	43
Net income (loss)	$ 14,685	$ (79,628)
Basic income per common share (in dollars per share)	$ 0	$ 0
Diluted income per common share (in dollars per share)	$ 0	$ 0
Basic weighted average common shares outstanding (in shares)	86,838,897	67,303,690
Diluted weighted average common shares outstanding (in shares)	92,368,596	67,303,690

XML

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - 3 months ended Mar. 31, 2016 - USD ($)	Total	Preferred Stock [Member]	Common Stock [Member]	Common Stock Payable [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2015	$ (186,384)	$ 425	$ 8,681	$ 20	$ 8,665,565	$ (8,861,075)
Balance (in shares) at Dec. 31, 2015		425,000	86,825,138	195,610
Payment of related party interest to stock	73	$ 0	$ 2	$ 0	71	0
Payment of related party interest to stock (shares)		0	16,052	0
Net Income	14,685	$ 0	$ 0	$ 0	0	14,685
Balance at Mar. 31, 2016	$ (171,626)	$ 425	$ 8,683	$ 20	$ 8,665,636	$ (8,846,390)
Balance (in shares) at Mar. 31, 2016		425,000	86,841,190	195,610

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows provided by operating activities:
Net income (loss)	$ 14,685	$ (79,628)
Adjustments to reconcile net incomes to net income (loss) to cash provided by operating activities:
Depreciation	5,331	5,527
Amortization of leasehold improvements	3,648	3,198
Gain on cancellation of debt	(93,938)	0
Shares issued for interest expenses	73	0
Change in deferred tax asset, net	0	43
Changes in operating assets and liabilities:
Change in accounts receivable, net	29,216	30,914
Change in accounts receivable - related parties	(4,670)	29,165
Change in inventory	3,489	(52,257)
Change in prepaid expenses and other current assets	(219)	(8,529)
Change in other current assets - related parties	3,020	(2,305)
Change in other assets	0	(339)
Change in accounts payable and accrued liabilities	48,655	108,563
Change in customer deposits and unearned revenue	(7,165)	17,853
Change in other liabilities	(5,405)	(553)
Change in other liabilities and accrued interest - related parties	0	11,998
Change in royalties payable - related parties	1,029	10,060
Net cash provided by (used in) operating activities	(2,251)	73,710
Cash flows from investing activities:
Purchase of fixed assets	0	(6,805)
Net cash used in investing activities	0	(6,805)
Cash flows from financing activities:
Principal reduction on convertible debentures	(472)	0
Principal payments on notes payable	(1,524)	(4,249)
Principal payments on note payable - related parties	(2,250)	(7,084)
Net cash used in financing activities	(4,246)	(11,333)
Net change in cash	(6,497)	55,572
Cash, beginning of period	141,822	19,188
Cash, end of period	135,325	74,760
Supplemental disclosures of cash flow information:
Cash paid for interest	242	14,322
Cash paid for income taxes	0	0
Supplemental disclosures of non-cash investing activities and future operating activities:
Conversion of convertible debentures to stock	0	92,095
Conversion of accrued payroll to stock - related party	0	40,500
Conversion of accrued interest on note payable - related party to stock	73	0
Conversion of accrued interest and fees on convertible debentures to stock	0	4,002
Retirement of shares returned by non-employee Board of Director	0	1,383
Gain on convertible debt cancellation	$ (93,938)	$ 0

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DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Business Description and Accounting Policies [Text Block]

1. Description of business and summary of significant accounting policies

Description of business –Brownie’s Marine Group, Inc., (hereinafter referred to as the “Company”, “we” or “BWMG”) designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Pompano Beach, Florida. The Company does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries, Inc. The Company’s common stock is quoted on the OTC Markets (Pink) under the symbol “BWMG”.

Basis of Presentation – The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included.

The condensed consolidated financial statements as of March 31, 2016 and for the three month periods ended March 31, 2016 and 2015 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2016, and the results of operations for the three month periods ended March 31, 2016 and 2015, the statement of shareholders’ deficit for the three months ended March 31, 2016 and the statements of cash flows for the three month periods ended March 31, 2016 and 2015. The condensed consolidated results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2015 has been derived from the Company’s audited financial statements for the year ended December 31, 2015. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with our audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K which was filed on March 29, 2016.

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

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.

Reclassifications – Certain reclassifications have been made to the 2015 financial statement amounts and disclosures to conform to the 2016 financial statement presentation.

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 these financial statements. Although profitable for the years ended December 31, 2015 and 2014, we have otherwise incurred losses since 2009. We have predominantly had a working capital deficit since 2009.

The Company is behind on payments due for matured convertible debentures, related parties notes payable, accrued liabilities and interest – related parties, and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about BWMG’s ability to continue as a going concern within one year from date the financial statements are issued. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. BWMG has issued a number of convertible debentures in the past as an interim measure to finance working capital needs and may continue to raise additional capital through sale of restricted common stock or other securities, and obtaining some short term loans. The Company has previously paid for some legal and consulting services with restricted stock to maximize working capital and intends to continue this practice when possible. In addition, the Company implemented some cost saving measures and will continue to explore more to reduce operating expenses.

If BWMG 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 this uncertainty.

Cash and equivalents – Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

Accounts receivable – Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts is estimated based on historical customer experience and industry knowledge.

Inventory – Inventory is stated at the lower of cost or net realizable value. Cost is principally determined by using the average cost method that approximates the First-In, First-Out (FIFO) method of accounting for inventory. Inventory consists of raw materials as well as finished goods held for sale. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when indicated.

Furniture, Fixtures, Equipment and Leasehold Improvements– Furniture, Fixtures, Equipment and Leasehold Improvement is stated at cost less accumulated depreciation and/or amortization. Depreciation and amortization is provided principally on the straight-line method over the estimated useful lives of the assets or 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.

Revenue recognition – Revenues from product sales are recognized when the Company’s products are shipped or when service is rendered. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost of each contract. This method is used because management considers the percentage of cost incurred to date to estimated total cost to be the best available measure of progress on the contracts.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Change in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Revenue and costs incurred for time and material projects are recognized as the work is performed.

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 occur. Advertising and trade show expense incurred for the three months ended March 31, 2016 and 2015, was $1,997 and $1,454, respectively.

Customer deposits and returns policy – The Company takes a minimum 50% deposit against custom and large tankfill systems prior to ordering and/or building the systems. The remaining balance due is payable upon delivery, shipment, or installation of the system. There is no provision for cancellation of custom orders once the deposit is accepted, nor return of the custom ordered product. Additionally, returns of all other merchandise are subject to a 15% restocking fee as stated on each sales invoice.

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.

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, they 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.

Comprehensive income – The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods presented.

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. 

Beneficial conversion features on convertible debentures – The fair value of the stock upon which beneficial conversion feature (BCF) computations, as applicable, was determined through use of the quoted stock price.

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 March 31, 2016, and December 31, 2015, the carrying amount of cash, accounts receivable, accounts receivable – related parties, customer deposits and unearned revenue, royalties payable – related parties, other liabilities, other liabilities and accrued interest – related parties, notes payable, notes payable – related parties, and accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

Earnings per common share – Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share are computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive and common stock equivalent shares, if any, outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Potentially dilutive shares included in dilutive earnings per share totaled 5,529,699 shares for the three months ended March 31, 2016. At March 31, 2015, all potentially dilutive common stock and equivalent shares were excluded in the computation of dilutive earnings per share, as the effect was anti-dilutive.

New accounting pronouncements – The Company believes there was no new accounting guidance adopted, but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of BWMG’s financial statements.

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INVENTORY

3 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

2. INVENTORY

Inventory consists of the following as of:

	March 31, 2016		December 31, 2015
Raw materials	$	409,910	$	422,115
Work in process		—		—
Finished goods		240,814		232,098
	$	650,724	$	654,213

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PREPAID EXPENSES AND OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2016

Prepaid Expenses and Other Current Asset [Abstract]

Prepaid Expenses and Other Current Asset Disclosure [Text Block]

3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

	March 31, 2016		December 31, 2015
Prepaid inventory	$	27,674	$	42,076
Prepaid insurance		14,466		8,819
Prepaid other current assets		16,090		7,117
	$	58,230	$	58,012

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PROPERTY AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following as of:
	March 31, 2016		December 31, 2015
Factory and office equipment	$	62,633	$	62,633
Tooling		59,149		59,149
Computer equipment and software		23,932		23,932
Vehicles		44,160		44,160
Leasehold improvements		43,779		43,779
		233,653		233,653
Less: accumulated depreciation and amortization		(156,920)		(147,941)
	$	76,733	$	85,712

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OTHER ASSETS

3 Months Ended

Mar. 31, 2016

Other Assets [Abstract]

Other Assets Disclosure [Text Block]

5. OTHER ASSETS

Other assets of $6,649 at March 31, 2016 and December 31, 2015, respectively, consisted solely of refundable deposits.

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CUSTOMER CREDIT CONCENTRATIONS

3 Months Ended

Mar. 31, 2016

Risks and Uncertainties [Abstract]

Concentration Risk Disclosure [Text Block]

6. CUSTOMER CREDIT CONCENTRATIONS

The Company sells to three (3) entities owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer, and three (3) companies owned or controlled by the Chief Executive Officer as further discussed in Note 7. RELATED PARTIES TRANSACTIONS. Combined sales to these six (6) entities for the three months ended March 31, 2016 and 2015, represented 28.11% and 36.69%, respectively, of total net revenues.

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RELATED PARTIES TRANSACTIONS

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

7. RELATED PARTIES TRANSACTIONS

Notes payable – related parties

Notes payable – related parties consists of the following at March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016		2015
Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payments of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016.	$	8,848	$	11,098
Less amounts due within one year		(8,848)		(11,098)
Long-term portion of notes payable	$	—		—
	$	8,848	$	11,098

Effective April 22, 2015, the Company issued Mr. Carmichael, Chief Executive Officer of the Company, an unsecured promissory note presented in the table above in consideration for a $27,000 advance. For the three months ended March 31, 2016 the Company converted $73 of accrued interest on the note payable – related party into 16,052 shares of restricted stock.

Net revenues and accounts receivable – related parties – The Company sells products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, owned by the brother of the Company’s Chief Executive Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volume. Combined net revenues from these entities for three months ended March 31, 2016 and 2015, was $109,423 and $156,637, respectively. Accounts receivable from Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at March 31, 2016, was $21,496, $8,083 and $14,035 respectively. Accounts receivable from Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2015, was $12,981, $4,678, and $15,221, respectively.

The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”), 3D Buoy and 940 Associates, Inc., affiliated with the Company’s Chief Executive Officer. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Terms of sale to BGL approximate cost or include a nominal margin. These terms are consistent with those extended to Brownie’s strategic partners. Strategic partner terms on a per order basis include promotion of BWMG’s technologies and “Brownie’s” brand, offered only on product or services not offered for resale, and must provide for reciprocal terms or arrangements to BWMG on strategic partners’ product or services. BGL is fulfilling the strategic partner terms by providing exposure for BWMG’s technologies and “Brownie’s” brand in the yachting and exploration community word-wide through its operations. Combined net revenues from these entities for three months ended March 31, 2016, and 2015, were $589 and $13,806, respectively. Accounts receivable from BGL, 3D Buoy and 940 Associates at March 31, 2016 was $180, $2,146, and $0, respectively. Accounts receivable from BGL, 3D Buoy and 940 Associates at December 31, 2015 was $6,443, $1,948 and $0, respectively.

Royalties expense – related parties – The Company has an Exclusive License Agreement with 940 Associates, Inc. (hereinafter referred to as “940A”), an entity owned by the Company’s Chief Executive Officer, to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. This license agreement calls for the Company to pay 940A 2.5% of gross revenues per quarter. Total royalty expense for the above agreements for the three months ended March 31, 2016 and 2015, is disclosed on the face of the Company’s Consolidated Statements of Operations. As of March 31, 2016, the Company was approximately thirty months in arrears on royalty payments due. No default notice has been received and the Company plans to make payments as able.

Equity based compensation to employee –The Company previously paid the employment compensation of Alexander F. Purdon, a more than 10% shareholder of the Company, in restricted shares of stock in lieu of cash. This arrangement terminated December 31, 2015 and was being renegotiated as of March 31, 2016. The number of shares previously paid was based on the weighted average price per share during the months the services were rendered. For the three months ended March 31, 2016, $13,500 has been accrued in anticipation of a successful renegotiation of Mr. Purdon’s compensation agreement. For the three months ended March 31, 2015, stock based compensation to Mr. Purdon was $13,500. In addition, of the $129,500 employee bonuses declared payable for 2012 year end, which is payable in stock or cash to be determined by the Board of Directors, Mr. Purdon is due $17,500. Lastly, of 61,852 total shares of common stock attributable to incentive retention bonuses declared by the Board of Directors in 2012, which vested as of May 2013, Mr. Purdon is payable 1,852 shares of stock, which were valued at $2,250. These shares are included in shares payable on the statement of stockholders’ deficit. See Note 17. SUBSEQUENT EVENTS.

Other liabilities and accrued interest– related parties

Other liabilities and accrued interest– related parties consist of the following at:

	March 31,		December 31,
	2016		2015
Year-end 2012 bonus payable to Chief Executive Officer(1)	$	67,000	$	67,000
Year-end 2012 bonus payable to employee(1)		17,500		17,500
	$	84,500	$	84,500

(1) See Note 17. SUBSEQUENT EVENTS

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2016

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	March 31,		December 31,
	2016		2015
Accounts payable trade	$	94,862	$	59,916
Accrued payroll & fringe benefits		39,796		27,245
Accrued year-end bonuses		45,000		45,000
Accrued payroll taxes & withholding		30,087		36,520
Accrued interest		153,657		181,265
	$	363,402	$	349,946

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

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OTHER LIABILITIES

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Other Liabilities Disclosure [Text Block]

9. OTHER LIABILITIES

Other liabilities consist of the following as of:

	March 31, 2016		December 31, 2015
Short-term loans	$	210,784	$	215,782
Asset purchase agreement payable		12,857		12,857
On-line training liability		2,505		2,912
	$	226,146	$	231,551

The short-term loans are comprised of three (3) loans due on demand from unrelated parties. The loans have no other stated terms except one for $200,000 indicated it was for settlement of debenture debt. Therefore, the Company used the proceeds from that loan toward settlement of convertible debentures.

On-line training certificates are provided with all hookah units sold. The training certificates entitle the holder to an on-line interactive course at no additional charge to the holder. The number of on-line training certificates issued per unit is the same as the number of divers the unit as sold is designed to accommodate (i.e., a three diver unit configuration comes with three on-line training certificates). The certificates have eighteen-month redemption from the time customer purchases the unit before expiration. The Company owes the on-line training vendor an agreed upon negotiated rate for on-line certificates redeemed prior to expiration, and payment is due upon redemption. The Company estimates the on-line training liability based on a historical redemption rate of approximately 10%. The Company continues to monitor and maintain a reserve for certificate redemption that approximates the historical redemption rate.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2016

Notes Payable Disclosure [Abstract]

Notes Payable Disclosure [Text Block]

10. NOTES PAYABLE

Notes payable consists of the following as of March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016		2015
Promissory note payable, secured by vehicle underlying loan having carrying value of $13,206 and $17,760 at March 31, 2016 and December 31, 2015, respectively, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on  December 5, 2017	$	10,718	$	12,232
Less amounts due within one year		(6,128)		(6,099)
Long-term portion of notes payable	$	4,590	$	6,133

As of March 31, 2016, principal payments on the notes payable are as follows:

2016	$	4,585
2017		6,133
2018		—
2019		—
2020		—
Thereafter		—
	$	10,718

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CONVERTIBLE DEBENTURES

3 Months Ended

Mar. 31, 2016

Convertible Debentures [Abstract]

Convertible Debentures [Text Block]

11. CONVERTIBLE DEBENTURES

Convertible debentures consist of the following at March 31, 2016 and December 31, 2015:

									March 31,		March 31,		December 31,		December 31,
									2016		2016		2015		2015
Origination	Maturity	Interest			Origination		Origination		Debenture		Accrued		Debenture		Accrued
Date	Date	Rate			Principal		Discount		Balance		Interest		Balance		Interest		Ref.
11/27/2010	5/27/2011		10	%		125,000		(53,571)	$	—	$	—	$	58,750	$	34,709		(1)
5/3/2011	5/5/2012		5	%		300,000		(206,832)		300,000		147,500		300,000		140,000		(2)
8/31/2011	8/31/2013		5	%		10,000		(4,286)		10,000		2,309		10,000		2,183		(3)
2/10/2012	2/10/2014		10	%		5,500		—		—		—		472		216		(4)
2/10/2012	2/10/2014		10	%		39,724		—		2,743		3,848		2,743		4,158		(4)
									$	312,743	$	153,657	$	371,965	$	181,266

Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding numbers that immediately follow this paragraph.

(1)   The Company purchased in exchange for convertible debenture exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture was convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services.

On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase was to be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The first Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to continue until the full principal balance of $125,000, plus accrued interest is purchased or assigned. The holder of the convertible note has voluntarily dissolved and ceased operation. In February 2016 both parties agreed to cancel the agreement and all remaining principal and interest balances.

(2)   On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will accrue interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model.

(3)   The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense.

(4)   The Company entered into three new debenture agreements upon sale or assignment by the original lender. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of the value of the beneficial conversion feature at the assignment or purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes.

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AUTHORIZATION OF PREFERRED STOCK

3 Months Ended

Mar. 31, 2016

Disclosure Text Block Supplement [Abstract]

Preferred Stock [Text Block]

12. AUTHORIZATION OF 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 preferred stock. The 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 Chapter 78 of the Nevada Revised Statutes. Before modification, the existing Articles of Incorporation did not authorize the issuance of shares of preferred stock. The Company authorized the preferred stock for the purpose of added flexibility in seeking capital and potential acquisition targets. The amendment authorizing the issuance of shares of preferred stock grants the Board authority, without further action by our stockholders, to designate and issue preferred stock in one or more series and to designate certain rights, preferences and restrictions of each series, any or all of which may be greater than the rights of the common stock. As of March 31, 2016, and December 31, 2015, the 425,000 shares of preferred stock are owned by the Company’s Chief Executive Officer. The preferred shares have 250 to 1 voting rights over the common stock, and are convertible into 31,481 shares of common stock. The preferred stock votes with the Company’s common stock, except as otherwise required under Florida law. Accordingly, Mr. Carmichael will have approximately 55% of the combined voting power of the Common Stock and Series A Convertible Preferred Stock, voting as a single class and will control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Legal Matters and Contingencies [Text Block]

13. COMMITMENTS AND CONTINGENCIES

From time to time the Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business, including matters relating to product liability claims. Such product liability claims sometimes involving wrongful death or injury have historically been covered by product liability insurance, which provided coverage for each claim up to $1,000,000. During the third quarter of 2014, the Company did not renew its product liability insurance since the renewal policy amount was cost prohibitive. The Company is currently seeking a new insurance carrier or alternative means to satisfy this potential liability exposure, as well as to fulfil the sales terms of some of our customers, which require the insurance coverage.

As previously disclosed, we are co-defendants under an action filed by an individual in June 2013 in the Circuit Court of Broward County claiming personal injury resulting from use of a Brownie’s Third Lung. Plaintiff has claimed damages in excess of $1,000,000. The insurance carrier’s legal counsel indicates unfavorable outcome is possible, but not probable. We believe such claim is without merit and intend to continue to aggressively defend such action. In addition, as previously disclosed, we are also co-defendant under an action filed March 2015, in the Circuit Court of Broward County claiming personal injury resulting from the use of a Brownie’s Third Lung product. This claim falls outside the Company’s period of insurance coverage. The Company believes the claim to be a Workers Compensation claim relating exclusively against other defendant and without merit, and has retained counsel to aggressively defend this action.

On August 14, 2014, the Company entered into a new lease commitment. Terms of the new lease include thirty-seven month term commencing on September 1, 2014; payment of $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 (i.e. common areas maintenance), which is approximately $2,000 per month subject to periodic adjustment.

Base rent expense attributable to the Company’s headquarters facility totaled approximately $12,000 and $12,000 for the three month periods ending March 31, 2016 and 2015, respectively.

Future minimum rental payments required under our operating lease agreement are as follows:

Year 1	$	48,000
Year 2		24,000
Year 3		—
Year 4		—
Year 5		—
	$	72,000

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EQUITY INCENTIVE PLAN

3 Months Ended

Mar. 31, 2016

Equity Incentive Plan [Abstract]

Equity Incentive Plan [Text Block]

14. EQUITY INCENTIVE PLAN

On August 22, 2007, the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, Stock Options may be granted to employees, directors, and consultants in the form of Incentive Stock Options or Nonstatutory Stock Options. Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The initial maximum number of shares that may be issued under the Plan shall be 297 shares, and no more than 75 Shares of Common Stock may be granted to any one Participant with respect to Options, Stock Purchase Rights and Stock Appreciation Rights during any one calendar year period. Common Stock to be issued under the Plan may be either authorized and unissued or shares held in treasury by the Company. The term of the Plan shall be ten years. The Board of Directors may amend, alter, suspend, or terminate the Plan at any time. All 297 options were issued under the plan prior to January 1, 2010, and to-date all remain outstanding.

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EQUITY BASED INCENTIVE/RETENTION BONUSES

3 Months Ended

Mar. 31, 2016

Equity Based Year End Bonuses and Conversion Of Board Of Directors Liability [Abstract]

Equity Based Year End Bonuses and Conversion Of Board Of Directors Liability [Text Block]

15. EQUITY BASED INCENTIVE/RETENTION BONUSES

On November 2, 2012, the Board of Directors consented to grant equity based bonuses to certain key employees and consultants as an incentive to retain their services. Stock incentive bonuses were to vest, and be paid out on May 2, 2013, contingent upon continued employment or service. The stock bonus price per share was calculated based on last closing price as reported on per the OTCBB prior to the grant date for a total of $75,100. Shares were set aside and reserved for this transaction. As disclosed in Note 7. RELATED PARTIES TRANS-ACTIONS, $45,000 and $2,250 of the $75,100 bonuses, or 37,038 and 1,854 shares, were awarded to the Chief Executive Officer and the related party employee, respectively. The Company accrued operating expense ratably from the time of the awards through May 2, 2013, when vested. Of the 61,852 vested shares, only 5,185 have been issued to-date. The rest are included in shares payable as reflected on the Statement of Stockholders’ Deficit and the Balance Sheet.

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INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET

3 Months Ended

Mar. 31, 2016

Interest Income (Expense), Net [Abstract]

Other Income and Other Expense Disclosure [Text Block]

16. INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET

For the three months ended March 31, 2016, non-related parties interest expense of $7,759 is comprised of $7,703 interest on convertible debentures and $56 interest on notes payable and other interest. For the three months ended March 31, 2015, non-related parties interest expense of $9,277 is comprised of $9,177 interest on convertible debentures and $100 interest on notes payable and other interest.

For the three months ended March 31, 2016, $120,241 other income, net is comprised primarily of $93,838 cancelation of a convertible debenture and its interest, $14,970 royalty income, and $5,723 from the expiration of online training liability certificates, offset by $528 other expense, net of individually insignificant items. For the three months ended March 31, 2015, $3,984 other expense, net is comprised primarily of $11,379 insurance audit adjustments partially offset by $3,471 product royalty income, $1,800 sale of fixed assets and $2,124 other income, net of individually insignificant items.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

17. SUBSEQUENT EVENTS

Effective April 15, 2016 Trebor entered into an employment agreement with Alexander F. Purdon, a former employee of Trebor. Under the terms of the agreement Purdon agreed to provide business and sales services to the Company through August 31, 2016. Wages due to Purdon shall be payable at the sole discretion of the Company in shares of its restricted common stock. Furthermore, as additional consideration for the Company to enter into the agreement, Purdon agreed to tender 28,403,252 shares of the Company’s common stock beneficially owned by Purdon to the Company. The shares have been retired and returned to the Company’s treasury without further consideration.

Following the return of the shares to the treasury of the Company and issuance of 180,000 shares of common stock under the above agreement, the Company has 58,617,938 shares of common stock issued and outstanding.

Effective April 29, 2016, the Company canceled, terminated and rescinded an aggregate performance bonus payable of $129,500 (the “Bonus Payment”) payable to three Company employees, including Robert Carmichael and Alexander Purdon, such bonuses initially reserved by the Board of Directors pursuant to a unanimous written consent of the Board of Directors dated February 23, 2013 and to be paid at such time as it deemed appropriate by the Board of Directors. The Company determined it was no longer appropriate to pay the remaining accrued Bonus Payment which was payable at the discretion of the Board of Directors due to several factors, including but not limited to 1) the real-time tax impact to the recipients, 2) the continued inability of the Corporation to pay cash bonuses, and 3) the difficulty of a recipient realizing a cash benefit from the resale of the Shares due to the insider trading policies by which the recipient must abide and other securities matters.

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DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Description Of Business [Policy Text Block]

Description of business –Brownie’s Marine Group, Inc., (hereinafter referred to as the “Company”, “we” or “BWMG”) designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Pompano Beach, Florida. The Company does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries, Inc. The Company’s common stock is quoted on the OTC Markets (Pink) under the symbol “BWMG”.

Basis of Presentation and Significant Accounting Policies [Policy Text Block]

Basis of Presentation – The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included.

The condensed consolidated financial statements as of March 31, 2016 and for the three month periods ended March 31, 2016 and 2015 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of March 31, 2016, and the results of operations for the three month periods ended March 31, 2016 and 2015, the statement of shareholders’ deficit for the three months ended March 31, 2016 and the statements of cash flows for the three month periods ended March 31, 2016 and 2015. The condensed consolidated results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2015 has been derived from the Company’s audited financial statements for the year ended December 31, 2015. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with our audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K which was filed on March 29, 2016.

Fiscal Period, Policy [Policy Text Block]

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

Use of Estimates, Policy [Policy Text Block]

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.

Reclassification, Policy [Policy Text Block]

Reclassifications – Certain reclassifications have been made to the 2015 financial statement amounts and disclosures to conform to the 2016 financial statement presentation.

Going Concern [Policy Text Block]

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 these financial statements. Although profitable for the years ended December 31, 2015 and 2014, we have otherwise incurred losses since 2009. We have predominantly had a working capital deficit since 2009.

The Company is behind on payments due for matured convertible debentures, related parties notes payable, accrued liabilities and interest – related parties, and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about BWMG’s ability to continue as a going concern within one year from date the financial statements are issued. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. BWMG has issued a number of convertible debentures in the past as an interim measure to finance working capital needs and may continue to raise additional capital through sale of restricted common stock or other securities, and obtaining some short term loans. The Company has previously paid for some legal and consulting services with restricted stock to maximize working capital and intends to continue this practice when possible. In addition, the Company implemented some cost saving measures and will continue to explore more to reduce operating expenses.

If BWMG 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 this uncertainty.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and equivalents – Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts receivable – Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts is estimated based on historical customer experience and industry knowledge.

Inventory, Policy [Policy Text Block]

Inventory – Inventory is stated at the lower of cost or net realizable value. Cost is principally determined by using the average cost method that approximates the First-In, First-Out (FIFO) method of accounting for inventory. Inventory consists of raw materials as well as finished goods held for sale. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when indicated.

Property, Plant and Equipment, Policy [Policy Text Block]

Furniture, Fixtures, Equipment and Leasehold Improvements– Furniture, Fixtures, Equipment and Leasehold Improvement is stated at cost less accumulated depreciation and/or amortization. Depreciation and amortization is provided principally on the straight-line method over the estimated useful lives of the assets or 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.

Revenue Recognition, Policy [Policy Text Block]

Revenue recognition – Revenues from product sales are recognized when the Company’s products are shipped or when service is rendered. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost of each contract. This method is used because management considers the percentage of cost incurred to date to estimated total cost to be the best available measure of progress on the contracts.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Change in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Revenue and costs incurred for time and material projects are recognized as the work is performed.

Product Development Cost [Policy Text Block]

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

Advertising Costs, Policy [Policy Text Block]

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 occur. Advertising and trade show expense incurred for the three months ended March 31, 2016 and 2015, was $1,997 and $1,454, respectively.

Customer Deposits and Returns [Policy Text Block]

Customer deposits and returns policy – The Company takes a minimum 50% deposit against custom and large tankfill systems prior to ordering and/or building the systems. The remaining balance due is payable upon delivery, shipment, or installation of the system. There is no provision for cancellation of custom orders once the deposit is accepted, nor return of the custom ordered product. Additionally, returns of all other merchandise are subject to a 15% restocking fee as stated on each sales invoice.

Income Tax, Policy [Policy Text Block]

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.

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, they 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.

Comprehensive Income, Policy [Policy Text Block]

Comprehensive income – The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods presented.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

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. 

Beneficial Conversion Feature On Convertible Debentures [Policy Text Block]

Beneficial conversion features on convertible debentures – The fair value of the stock upon which beneficial conversion feature (BCF) computations, as applicable, was determined through use of the quoted stock price.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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 March 31, 2016, and December 31, 2015, the carrying amount of cash, accounts receivable, accounts receivable – related parties, customer deposits and unearned revenue, royalties payable – related parties, other liabilities, other liabilities and accrued interest – related parties, notes payable, notes payable – related parties, and accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

Earnings Per Share, Policy [Policy Text Block]

Earnings per common share – Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share are computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive and common stock equivalent shares, if any, outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Potentially dilutive shares included in dilutive earnings per share totaled 5,529,699 shares for the three months ended March 31, 2016. At March 31, 2015, all potentially dilutive common stock and equivalent shares were excluded in the computation of dilutive earnings per share, as the effect was anti-dilutive.

New Accounting Pronouncements, Policy [Policy Text Block]

New accounting pronouncements – The Company believes there was no new accounting guidance adopted, but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of BWMG’s financial statements. 

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INVENTORY (Tables)

3 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventory consists of the following as of:

	March 31, 2016		December 31, 2015
Raw materials	$	409,910	$	422,115
Work in process		—		—
Finished goods		240,814		232,098
	$	650,724	$	654,213

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2016

Prepaid Expenses And other Current Asset Abstract [Abstract]

Schedule Of Prepaid Expenses And Other Current Assets [Table Text Block]

	March 31, 2016		December 31, 2015
Prepaid inventory	$	27,674	$	42,076
Prepaid insurance		14,466		8,819
Prepaid other current assets		16,090		7,117
	$	58,230	$	58,012

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PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment consists of the following as of:
	March 31, 2016		December 31, 2015
Factory and office equipment	$	62,633	$	62,633
Tooling		59,149		59,149
Computer equipment and software		23,932		23,932
Vehicles		44,160		44,160
Leasehold improvements		43,779		43,779
		233,653		233,653
Less: accumulated depreciation and amortization		(156,920)		(147,941)
	$	76,733	$	85,712

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RELATED PARTIES TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

Notes payable – related parties consists of the following at March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016		2015
Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payments of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016.	$	8,848	$	11,098
Less amounts due within one year		(8,848)		(11,098)
Long-term portion of notes payable	$	—		—
	$	8,848	$	11,098

Schedule Of Other Liabilities And Accrued Interest Related Party [Table Text Block]

Other liabilities and accrued interest– related parties consist of the following at:

	March 31,		December 31,
	2016		2015
Year-end 2012 bonus payable to Chief Executive Officer(1)	$	67,000	$	67,000
Year-end 2012 bonus payable to employee(1)		17,500		17,500
	$	84,500	$	84,500

(1) See Note 17. SUBSEQUENT EVENTS

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2016

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

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

	March 31,		December 31,
	2016		2015
Accounts payable trade	$	94,862	$	59,916
Accrued payroll & fringe benefits		39,796		27,245
Accrued year-end bonuses		45,000		45,000
Accrued payroll taxes & withholding		30,087		36,520
Accrued interest		153,657		181,265
	$	363,402	$	349,946

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OTHER LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Other Current Liabilities [Table Text Block]

Other liabilities consist of the following as of:

	March 31, 2016		December 31, 2015
Short-term loans	$	210,784	$	215,782
Asset purchase agreement payable		12,857		12,857
On-line training liability		2,505		2,912
	$	226,146	$	231,551

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2016

Notes Payable Disclosure [Abstract]

Schedule Of Notes Payable [Table Text Block]

Notes payable consists of the following as of March 31, 2016 and December 31, 2015:

	March 31,		December 31,
	2016		2015
Promissory note payable, secured by vehicle underlying loan having carrying value of $13,206 and $17,760 at March 31, 2016 and December 31, 2015, respectively, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on  December 5, 2017	$	10,718	$	12,232
Less amounts due within one year		(6,128)		(6,099)
Long-term portion of notes payable	$	4,590	$	6,133

Schedule Of Principal Payments On Notes Payable [Table Text Block]

As of March 31, 2016, principal payments on the notes payable are as follows:

2016	$	4,585
2017		6,133
2018		—
2019		—
2020		—
Thereafter		—
	$	10,718

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CONVERTIBLE DEBENTURES (Tables)

3 Months Ended

Mar. 31, 2016

Convertible Debentures [Abstract]

Schedule Of Convertible Debentures [Table Text Block]

Convertible debentures consist of the following at March 31, 2016 and December 31, 2015:

									March 31,		March 31,		December 31,		December 31,
									2016		2016		2015		2015
Origination	Maturity	Interest			Origination		Origination		Debenture		Accrued		Debenture		Accrued
Date	Date	Rate			Principal		Discount		Balance		Interest		Balance		Interest		Ref.
11/27/2010	5/27/2011		10	%		125,000		(53,571)	$	—	$	—	$	58,750	$	34,709		(1)
5/3/2011	5/5/2012		5	%		300,000		(206,832)		300,000		147,500		300,000		140,000		(2)
8/31/2011	8/31/2013		5	%		10,000		(4,286)		10,000		2,309		10,000		2,183		(3)
2/10/2012	2/10/2014		10	%		5,500		—		—		—		472		216		(4)
2/10/2012	2/10/2014		10	%		39,724		—		2,743		3,848		2,743		4,158		(4)
									$	312,743	$	153,657	$	371,965	$	181,266

Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding numbers that immediately follow this paragraph.

(1)   The Company purchased in exchange for convertible debenture exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture was convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services.

On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase was to be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The first Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to continue until the full principal balance of $125,000, plus accrued interest is purchased or assigned. The holder of the convertible note has voluntarily dissolved and ceased operation. In February 2016 both parties agreed to cancel the agreement and all remaining principal and interest balances.

(2)   On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will accrue interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model.

(3)   The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense.

(4)   The Company entered into three new debenture agreements upon sale or assignment by the original lender. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of the value of the beneficial conversion feature at the assignment or purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes.

XML

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Future minimum rental payments required under our operating lease agreement are as follows:

Year 1	$	48,000
Year 2		24,000
Year 3		—
Year 4		—
Year 5		—
	$	72,000

XML

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Significant Accounting Policies [Line Items]
Marketing and Advertising Expense	$ 1,997	$ 1,454
Percentage Of Minimum Deposit For Custom and Large Tank Fill Systems	50.00%
Percentage Of Restocking Fees	15.00%
Potentially Dilutive Securities Included Earnings Per Share	5,529,699	5,529,699
Minimum [Member] | Furniture and Fixtures [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member] | Furniture and Fixtures [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	5 years

XML

INVENTORY (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Inventory [Line Items]
Raw materials	$ 409,910	$ 422,115
Work in process	0	0
Finished goods	240,814	232,098
Inventory	$ 650,724	$ 654,213

XML

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Schedule Of Prepaid expenses and Other Current Assets [Line Items]
Prepaid inventory	$ 27,674	$ 42,076
Prepaid insurance	14,466	8,819
Prepaid other current assets	16,090	7,117
Prepaid Expense and Other Assets, Current	$ 58,230	$ 58,012

XML

PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 233,653	$ 233,653
Less: accumulated depreciation and amortization	(156,920)	(147,941)
Property Plant and Equipment, Net	76,733	85,712
Factory And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	62,633	62,633
Tooling [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	59,149	59,149
Computer Equipment And Software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	23,932	23,932
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	44,160	44,160
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 43,779	$ 43,779

XML

OTHER ASSETS (Details Textual) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Other Assets [Line Items]
Other Assets, Noncurrent	$ 6,649	$ 6,649

XML

CUSTOMER CREDIT CONCENTRATIONS (Details Textual)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Sales Revenue, Goods, Net [Member] | Related Party [Member]
Customer Credit Concentrations [Line Items]
Concentration Risk, Percentage	28.11%	36.69%

XML

RELATED PARTIES TRANSACTIONS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payments of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016.	$ 8,848	$ 11,098
Less amounts due within one year	(8,848)	(11,098)
Long-term portion of notes payable	0	0
Notes Payable, Related Parties, Current	$ 8,848	$ 11,098

XML

RELATED PARTIES TRANSACTIONS (Details 1) - USD ($)		Mar. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Other liabilities - related parties		$ 84,500	$ 84,500
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Year-end 2012 bonus payable to Chief Executive Officer	[1]	67,000	67,000
Employee [Member]
Related Party Transaction [Line Items]
Year-end 2012 bonus payable to employee	[1]	$ 17,500	$ 17,500

[1] See Note 17. SUBSEQUENT EVENTS

XML

RELATED PARTIES TRANSACTIONS (Details Textual) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	May. 31, 2013	May. 02, 2013	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2012	Apr. 22, 2015
Related Party Transaction [Line Items]
Revenue, Net			$ 391,373	$ 464,508
Percentage Of Restrictions On Common Stock			10.00%
Stock Issuable During Period Shares Share Based Compensation	1,852
Stock Value Payable During Period Shares Share Based Compensation	$ 2,250
Percentage Of Gross Revenues Per Quarter			2.50%
Debt Instrument, Interest Rate, Stated Percentage			1.90%		1.90%
Conversion of accrued interest on note payable related party to stock			$ 73	0
Due to Employees			8,848		$ 11,098
Brownies Southport Divers Inc [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			21,496	12,981
Brownie Palm Beach Divers [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			8,083	4,678
Brownies Yacht Toys [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			14,035	15,221
940 Associates Inc [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			0		0
Brownies Global Logistics LLC [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			180		6,443
Purdon [Member]
Related Party Transaction [Line Items]
Share-based Compensation, Total			13,500	13,500
Robert Carmichael [Member]
Related Party Transaction [Line Items]
Conversion of accrued interest on note payable related party to stock			$ 73
Conversion of accrued interest on convertible debentures to stock			16,052
Due to Employees							$ 27,000
3D Buoy [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			$ 2,146		$ 1,948
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Stock Incentive Bonus Value Of Shares Awarded		$ 45,000				$ 61,852
Debt Instrument, Collateral Amount			$ 2,250
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Chief Executive Officer [Member] | Brownies Southport Divers Inc + Brownie Palm Beach Divers + Brownies Yacht Toys [Member]
Related Party Transaction [Line Items]
Revenue, Net			$ 109,423	156,637
Chief Executive Officer [Member] | Brownies Global Logistics LLC [Member]
Related Party Transaction [Line Items]
Revenue, Net			$ 589	$ 13,806
Board of Directors [Member]
Related Party Transaction [Line Items]
Declaration Of Bonus						129,500
Stock Incentive Bonus Value Of Shares Awarded						$ 17,500

XML

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Accounts Payable and Accrued Liabilities [Line Items]
Accounts payable trade	$ 94,862	$ 59,916
Accrued payroll & fringe benefits	39,796	27,245
Accrued year-end bonuses	45,000	45,000
Accrued payroll taxes & withholding	30,087	36,520
Accrued interest	153,657	181,265
Accounts Payable and Accrued Liabilities, Total	$ 363,402	$ 349,946

XML

OTHER LIABILITIES (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Other Liabilities [Line Items]
Short-term loans	$ 210,784	$ 215,782
Asset purchase agreement payable	12,857	12,857
On-line training liability	2,505	2,912
Other Liabilities, Current	$ 226,146	$ 231,551

XML

OTHER LIABILITIES (Details Textual)	3 Months Ended
	Mar. 31, 2016 USD ($)
Other Liabilities [Line Items]
Online Training Liability Historical Redemption Rate	10.00%
Proceeds Towards Settlement Of Convertible Debentures	$ 200,000

XML

NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Long-term Debt, by Category, Current and Noncurrent [Line Items]
Long-term portion of notes payable	$ 4,590	$ 6,133
Less amounts due within one year	(6,128)	(6,099)
Notes Payable	$ 10,718	$ 12,232

XML

NOTES PAYABLE (Details 1) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Long-term Debt, by Category, Current and Noncurrent [Line Items]
Notes Payable	$ 10,718	$ 12,232
Notes Payable [Member]
Long-term Debt, by Category, Current and Noncurrent [Line Items]
2016	4,585
2017	6,133
2018	0
2019	0
2020	0
Thereafter	0
Notes Payable	$ 10,718

XML

NOTES PAYABLE (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Long-term Debt, by Category, Current and Noncurrent [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.90%	1.90%
Maturity Date	Dec. 05, 2017	Dec. 05, 2017
Debt Instrument, Payment Terms	due in monthly principal and interest payments of $523	due in monthly principal and interest payments of $523
Secured Long-term Debt, Noncurrent	$ 13,206	$ 17,760

XML

CONVERTIBLE DEBENTURES (Details) - USD ($)		3 Months Ended		12 Months Ended
		Mar. 31, 2016		Dec. 31, 2015	Feb. 10, 2012
Convertible Debentures [Line Items]
Maturity Date		Dec. 05, 2017		Dec. 05, 2017
Debenture Balance		$ 312,743		$ 371,965
Accrued Interest		$ 153,657		181,266
Convertible Debentures Maturity Date 5/27/2011 [Member]
Convertible Debentures [Line Items]
Origination Date	[1]	Nov. 27, 2010
Maturity Date	[1]	May 27, 2011
Interest Rate	[1]	10.00%
Origination Principal Balance		$ 125,000	[1]		$ 125,000
Origination Discount Balance	[1]	(53,571)
Debenture Balance	[1]	0		58,750
Accrued Interest	[1]	$ 0		34,709
Convertible Debentures Maturity Date 5/5/2012 [Member]
Convertible Debentures [Line Items]
Origination Date	[2]	May 03, 2011
Maturity Date	[2]	May 05, 2012
Interest Rate	[2]	5.00%
Origination Principal Balance	[2]	$ 300,000
Origination Discount Balance	[2]	(206,832)
Debenture Balance	[2]	300,000		300,000
Accrued Interest	[2]	$ 147,500		140,000
Convertible Debentures Maturity Date 8/31/2013 [Member]
Convertible Debentures [Line Items]
Origination Date	[3]	Aug. 31, 2011
Maturity Date	[3]	Aug. 31, 2013
Interest Rate	[3]	5.00%
Origination Principal Balance	[3]	$ 10,000
Origination Discount Balance	[3]	(4,286)
Debenture Balance	[3]	10,000		10,000
Accrued Interest	[3]	$ 2,309		2,183
Convertible Debentures Maturity Date 2/10/2014 [Member]
Convertible Debentures [Line Items]
Origination Date	[4]	Feb. 10, 2012
Maturity Date	[4]	Feb. 10, 2014
Interest Rate	[4]	10.00%
Origination Principal Balance	[4]	$ 5,500
Origination Discount Balance	[4]	0
Debenture Balance	[4]	0		472
Accrued Interest	[4]	$ 0		216
Convertible Debentures Maturity Date 2/10/2014 One [Member]
Convertible Debentures [Line Items]
Origination Date	[4]	Feb. 10, 2012
Maturity Date	[4]	Feb. 10, 2014
Interest Rate	[4]	10.00%
Origination Principal Balance	[4]	$ 39,724
Origination Discount Balance	[4]	0
Debenture Balance	[4]	2,743		2,743
Accrued Interest	[4]	$ 3,848		$ 4,158

[1] The Company purchased in exchange for convertible debenture exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture was convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services. On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase was to be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The first Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to continue until the full principal balance of $125,000, plus accrued interest is purchased or assigned. The holder of the convertible note has voluntarily dissolved and ceased operation. In February 2016 both parties agreed to cancel the agreement and all remaining principal and interest balances.

[2] On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will accrue interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model.

[3] The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286, which was accreted to interest expense.

[4] The Company entered into three new debenture agreements upon sale or assignment by the original lender. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of the value of the beneficial conversion feature at the assignment or purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes.

XML

CONVERTIBLE DEBENTURES (Details Textual) - USD ($)		1 Months Ended		3 Months Ended			12 Months Ended
		Feb. 29, 2012	May. 03, 2011	Mar. 31, 2016		Mar. 31, 2015	Dec. 31, 2015	Feb. 10, 2012
Convertible Debentures [Line Items]
Percentage Of Royalty On Revenue				2.50%
Percentage Of Discount On Conversion Price				30.00%
Research and development costs				$ 1,352		$ 7,787
Debt Instrument, Maturity Date				Dec. 05, 2017			Dec. 05, 2017
Convertible Debenture One [Member]
Convertible Debentures [Line Items]
Debt Instrument, Convertible, Beneficial Conversion Feature				$ 53,517
Research and development costs				71,483
Long-term Debt, Gross								$ 7,500
Debt Instrument Transfer Or Assignment In Second Closing		$ 11,750
Debt Instrument Transfer Or Assignment In Subsequent Closing		$ 11,750
Origination Principal Balance				$ 125,000	[1]			$ 125,000
Debt Instrument, Maturity Date	[1]			May 27, 2011
Convertible Debenture Two [Member]
Convertible Debentures [Line Items]
Percentage Of Discount On Conversion Price			30.00%
Convertible Debenture Issued			$ 300,000
Debenture Discount			206,832
Convertible Debenture Issued			$ 45,000
Maximum Conversion Percentage For Debenture At Any One Time			10.00%
Stockholders Equity, Reverse Stock Split			1 for -1,350
Convertible Debenture Two [Member] | Warrant One [Member]
Convertible Debentures [Line Items]
Convertible Debenture Issued			$ 300,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 337.50
Convertible Debenture Two [Member] | Warrant Two [Member]
Convertible Debentures [Line Items]
Convertible Debenture Issued			$ 600,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 472.50
Convertible Debenture Three [Member]
Convertible Debentures [Line Items]
Percentage Of Discount On Conversion Price				30.00%
Convertible Debenture Issued				$ 10,000
Debenture Discount				4,286
Origination Principal Balance	[2]			$ 300,000
Debt Instrument, Maturity Date	[2]			May 05, 2012

[1] The Company purchased in exchange for convertible debenture exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture was convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services. On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase was to be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The first Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to continue until the full principal balance of $125,000, plus accrued interest is purchased or assigned. The holder of the convertible note has voluntarily dissolved and ceased operation. In February 2016 both parties agreed to cancel the agreement and all remaining principal and interest balances.

[2] On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will accrue interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model.

XML

AUTHORIZATION OF PREFERRED STOCK (Details Textual) - shares	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Jun. 30, 2010
AUTHORIZATION OF PREFERRED STOCK [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued	425,000	425,000
Preferred Stock, Voting Rights	250 to 1
Percentage of Voting Rights	55.00%
Series A Convertible Preferred Stock [Member]
AUTHORIZATION OF PREFERRED STOCK [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion	31,481

XML

COMMITMENTS AND CONTINGENCIES (Details)	Mar. 31, 2016 USD ($)
Commitments and Contingencies [Line Items]
year 1	$ 48,000
year 2	24,000
year 3	0
year 4	0
year 5	0
Operating Leases, Future Minimum Payments Due, Total	$ 72,000

XML

COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($)		1 Months Ended	3 Months Ended
	Aug. 14, 2014	Jun. 30, 2013	Mar. 31, 2016	Mar. 31, 2015
Commitments and Contingencies [Line Items]
Security Deposit	$ 5,367
Operating Leases, Rent Expense, Minimum Rentals	4,000
Operating Leases, Rent Expense	$ 2,000
Percentage Of Annual Operating Expenses	10.76%
Operating Leases, Rent Expense, Net, Total			$ 12,000	$ 12,000
Maximum [Member]
Commitments and Contingencies [Line Items]
Loss Contingency, Damages Paid, Value			$ 1,000,000
Plaintiff [Member]
Commitments and Contingencies [Line Items]
Loss Contingency, Damages Paid, Value		$ 1,000,000

XML

EQUITY INCENTIVE PLAN (Details Textual) - shares	1 Months Ended	12 Months Ended
	Aug. 22, 2007	Dec. 31, 2013
Equity Incentive Plan [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		5,185
Equity Incentive Plan [Member]
Equity Incentive Plan [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	297
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	297

XML

EQUITY BASED INCENTIVE/RETENTION BONUSES (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
	May. 02, 2013	Dec. 31, 2013	Dec. 31, 2012	Nov. 02, 2012
Equity Based Incentive Retention Bonus [Line Items]
Stock Incentive Bonus				$ 75,100
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares		61,852
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross		5,185
Chief Executive Officer [Member]
Equity Based Incentive Retention Bonus [Line Items]
Stock Incentive Bonus Value Of Shares Awarded	$ 45,000		$ 61,852
Stock Incentive Bonus Number Of Shares Awarded	37,038
Related Party Employee [Member]
Equity Based Incentive Retention Bonus [Line Items]
Stock Incentive Bonus Value Of Shares Awarded	$ 2,250
Stock Incentive Bonus Number Of Shares Awarded	1,854

XML

INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest Expense, Non Related Party	$ 7,759	$ 9,277
Royalty Income, Nonoperating	14,970	3,471
Other (income) expense, net	(26,403)	3,984
Other Income		2,124
Legal Fees		11,379
Other Expenses	528
Other Operating Income (Expense), Net	120,241
Gain (Loss) on Disposition of Property Plant Equipment		1,800
Induced Conversion of Convertible Debt Expense	93,838
Other Nonoperating Expense	5,723
Convertible Debentures [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest Expense, Debt	7,703	9,177
Notes Payable [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest Expense, Debt	$ 56	$ 100

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SUBSEQUENT EVENTS (Details Textual) - USD ($)	1 Months Ended
	Apr. 15, 2016	Apr. 29, 2016	Mar. 31, 2016	Dec. 31, 2015
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding			86,841,190	86,825,138
Subsequent Event [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding	58,617,938
Subsequent Event [Member] | Purdon [Member]
Subsequent Event [Line Items]
Treasury Stock, Shares, Retired	28,403,252
Stock Issued During Period, Shares, New Issues	180,000
Subsequent Event [Member] | Purdon [Member] | Deferred Bonus [Member]
Subsequent Event [Line Items]
Deferred Compensation Arrangement with Individual, Recorded Liability		$ 129,500