U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q/A

 

(Amendment No.1)

(mark one)

 

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

 

For the quarterly period ended June 30, 2012

 

oTransition 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)

 

 

Nevada 90-0226181 
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
   
940 N.W. 1st Street, Fort Lauderdale, Florida 33311
(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 176,607,399 shares of common stock outstanding as of August 7, 2012

 

 
 

 

 

The purpose of this Amendment No. 1 to Brownie’s Marine Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 
 

 

Item 6. Exhibits

 

EXHIBIT NO.     DESCRIPTION     LOCATION  
2.2   Merger Agreement, dated June 18, 2002 by and among United Companies Corporation, Merger Co., Inc. and Avid Sportswear & Golf Corp.*      
         
2.3   Articles of Merger of Avid Sportswear & Golf Corp. with and into Merger Co., Inc.*      
         
3.1   Articles of Incorporation*          
         
3.4   Designation of Series A Preferred Stock*      
         
3.5   Bylaws*      
         
5.1   2007 Stock Option Plan*      
         
31.1   Certification Pursuant to Rule 13a-14(a)/15d-14(a)*      
         
31.2   Certification Pursuant to Rule 13a-14(a)/15d-14(a)*    
         
32.1   Certification Pursuant to Section 1350*      
         
32.2     Certification Pursuant to Section 1350*      
         
101   XBRL Interactive Data File **    

 

* These exhibits were previously included or incorporated by reference in Brownie Marine Group Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.

 

** 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 June 30, 2012, 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. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q/A shall not be deemed "filed" or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 

 
 

 

 

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: September 13, 2012 BROWNIE’S MARINE GROUP, INC.
         
    By: /s/ Robert M. Carmichael  
      Robert M. Carmichael  
      President, Chief Executive Officer,  
      Chief Financial Officer/  
      Principal Accounting Officer