Item
4.01. Change in Registrant’s Certifying Accountant.
On
December 10, 2018, Brownie’s 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 company’s 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
LLP’s 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 December 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 LLP’s 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
Brownie’s 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.