Brownie's Marine Group (BWMG) Risk Analysis

Our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt relating to our ability to continue as a going concern in its report on our audited consolidated financial statements for the year ended December 31, 2025. We have loss from operations and had a net loss of approximately $105,149 and have used approximately $109,793 in net cash used in our operations in the year ended December 31, 2025 as well as an accumulated deficit of approximately $18,031,358. Although these factors, among others, raise substantial doubt about our ability to continue as a going concern, we have shown improvements in our cost control, we show a net loss for the year ended December 31, 2025. Our principal sources of liquidity are sales of equity and debt securities. We do not have any firm commitments to raise additional working capital. Because our company's common stock quoted on the OTCID Basic Market, and our stock is currently not eligible for proprietary broker-dealer quotations, we expect to encounter difficulty in raising working capital upon terms and conditions satisfactory to us, if at all. If we are unable to obtain sufficient funding or generate sufficient revenues, our business and results of operations will be adversely affected, and we may be unable to continue as a going concern.

We presently have vested and unvested options, warrants, convertible debt and Series A Convertible Preferred Stock that if exercised would result in the issuance of an additional 50,824,019 shares of our common stock. The issuance of shares upon exercise of options will result in dilution to the interests of other shareholders.

The Company's common stock is quoted on the OTCID Basic Market tier of the OTC Markets under the symbol "BWMG." Securities quoted on OTC Markets tiers generally have lower trading volumes and less liquidity than securities listed on national securities exchanges. The Company's common stock is currently not eligible for proprietary broker-dealer quotations and therefore have a higher risk of wider spreads, increased volatility, and price dislocations. As a result, Investors may have difficulty selling the Company's common stock. Limited trading activity may contribute to price volatility and wider bid-ask spreads than securities traded on national exchanges. Accordingly, the market price of our common stock may fluctuate over short periods, and shareholders may experience difficulty buying or selling shares in desired quantities or at desired prices. The Company is focused on strengthening its public company profile through continued operational growth, transparent financial reporting, and enhanced corporate governance and investor communications. While there can be no assurance regarding future market tier status, management intends to pursue initiatives designed to improve the Company's visibility in the public markets and support potential qualification for higher tiers of the OTC Markets as the Company's financial condition, reporting status, and market conditions permit. The market price of our common stock may also be influenced by factors unrelated to our operating performance, including changes in investor perception, developments in our industry, variations in financial results, and broader economic or financial market conditions. These and other factors could cause the trading price of our common stock to fluctuate.

While we voluntarily file reports with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we do not have a class of securities registered under Section 12(g) of the Exchange Act. To the extent that our duty to file Exchange Act reports has automatically suspended under Section 15(d) of the Exchange Act, as a voluntary filer, we may elect to cease reporting under the Exchange Act at such time which would limit the information available to investors and shareholders about the company.