Change in Registrants Certifying

On December 10, 2018, Brownies Marine Group, Inc. notified RBSM LLP that it had dismissed the firm as our independent registered public accounting firm. The dismissal of RBSM LLP was approved by our Board of Directors, acting as the companys audit committee, on December 7, 2018 and our Board of Directors concurred on the same date. RBSM LLP did not resign nor decline to stand for re-appointment.

RBSM LLPs reports on our annual consolidated financial statements for the years ended December 31, 2017 or December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion, nor were either report qualified or modified as to uncertainty, audit scope or accounting principles; provided, however, that the reports for the years ended December 31, 2017 and Decemb er 31, 2016 each included an explanatory paragraph that there was substantial doubt about our ability to continue as a going concern.

During the years ended December 31, 2017 and December 31, 2016, and in the subsequent interim period through December 10, 2018, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between our company and RBSM LLP on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure, which disagreements, if not resolved to RBSM LLPs satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report prepared by RBSM LLP Further, there have been no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

We furnished a copy of the above disclosures to RBSM LLP and requested that it provide a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. RBSM LLP responded with a letter dated December 10, 2018, stating its agreement with such statements, a copy of which is filed herewith as Exhibit 16.1 to this report.

After conducting a process to determine the audit firm that would serve as the independent registered public accounting firm for our company for the year ending December 31, 2018, on December 7, 2018, the Audit Committee approved, and the Board concurred with, the engagement of Liggett & Webb, P.A. as our independent registered public accounting firm, effective December 11, 2018.

Neither Brownies Marine Group, Inc., nor anyone on our behalf, has consulted Liggett & Webb, P.A. regarding the application of accounting principles related to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements or as to any disagreement or reportable event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively, of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Incorporated by Reference

No.

Exhibit Description

Form

Date Filed

Number

Filed or Furnished Herewith

16.1

Letter dated December 10, 2018 from RBSM LLP

Filed

2

SIGNATURES

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

BROWNIES MARINE GROUP, INC.

Date: December 12, 2018

By:

/s/ Robert Carmichael

Robert Carmichael, Chief Executive Officer

3

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Other recent filings from the company include the following:

Unregistered Sales of Equity - April 2, 2020
Brownies Marine - March 24, 2020

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