BROWNIES MARINE GROUP, INC. (OTCMKTS:BWMG) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities

On March 1st, 2017 (the Effective Date), Brownies Marine Group,
Inc. (the Company), Trebor Industries, Inc., the Companys wholly
owned subsidiary, and 940 Associates, Inc., an entity owned and
controlled by the Companys chief executive officer (the Licensor)
entered into a Conversion Agreement (the Agreement). Under the
Agreement the Company issued the Licensor 4,587,190 shares of
restricted common stock in satisfaction of $63,303.23 (the Past
Due Amount), which represented all past due and payable amounts
to the Licensor under that certain Exclusive License Agreement
(the License Agreement) by and between the parties as of the
Effective Date. As of the date of the Agreement the Company was
more than 3 months in arrears on royalty payments due under the
License Agreement. The shares were issued at a price per share of
$0.0138, which exceeds the closing price of the Companys common
stock as reported on the OTC Markets on the date immediately
preceding the Effective Date. The Licensor licenses the trademark
Brownies Third Lung, Tankfill, Brownies Public Safety and various
other related trademarks to the Company under the License
Agreement.

The shares issued to the Licensor were issued to an exemption
from registration under the Securities Act of 1933, as amended,
in reliance on the exemption provided by Section 3(a)(9) of that
act.

The foregoing summary of the terms and conditions of the
Agreement do not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement attached
as an Exhibit hereto, and which is hereby incorporated herein by
reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Conversion Agreement effective March 1st, 2017

10.2 Written consent of the board of directors of brownies marine
group, inc.

About BROWNIE’S MARINE GROUP, INC. (OTCMKTS:BWMG)

Brownie’s Marine Group, Inc. through its subsidiary Trebor Industries, Inc., doing business as Brownie’s Third Lung, designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and Nitrox Generation Systems, and scuba and water safety products. The Company sells its products both on a wholesale and retail basis. It offers dive-oriented products in over three categories, including Brownie’s Third Lung (low pressure hookah systems), Brownie’s Tankfill (high pressure and mixed gas systems) and Brownie’s Public Safety (first-responder/emergency personnel systems). It serves middle income boat owners, higher income yacht owners, and recreational, military and public safety divers. It offers products, including Surface Supplied Air Systems, E-Reel and Built-in Battery Systems, Brownie’s Integrated Air Systems (BIAS), Kayak Diving Hose Kits, Drop Weight Cummerbelt, Tankfill Compressors, NitroxMaker, and Rapid Entry System (RES) and HELO System.

BROWNIE’S MARINE GROUP, INC. (OTCMKTS:BWMG) Recent Trading Information

BROWNIE’S MARINE GROUP, INC. (OTCMKTS:BWMG) closed its last trading session 00.0000 at 0.0150 with 67,175 shares trading hands.