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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

EXCHANGE ACT OF 1934

Commission File Number: 333-260902

Bubblr, Inc.

(Exact name of registrant as specified in its charter)

Wyoming		86-2355916
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
30 N Gould St. Ste R
Sheridan, Wyoming		82801
(Address of Principal Executive Offices)		(Zip Code)

21 West 46th Street
New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

(646) 814-7184

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each Exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, ~~2023~~2024, the last business day of the registrant’s last completed second quarter, based upon the closing price of the common stock of $0.14021 on such date is $143,~~426~~483,~~210~~073.

As of March 1931, ~~2024~~2025, there were ~~159~~165,~~690~~860,~~447~~597 shares of the issuer’s common stock, par value $0.01, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		~~Page~~	Page
	PART I
Item 1	Business		4
Item 1A	Risk Factors		128
Item 1B	Unresolved Staff Comments		2318
Item 2	Properties		23
Item 1C	Cybersecurity		18
Item 3	Legal Proceedings		23
Item 2	Properties		18
Item 4	Mine Safety Disclosures		23
Item 3	Legal Proceedings		18
Item 4	Mine Safety Disclosures		18
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		2319
Item 6	[Reserved]		3023
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3023
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		3527
Item 8	Financial Statements and Supplementary Data		3527
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		3528
Item 9A	Controls and Procedures		3628
Item 9B	Other Information		3729
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		3729
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance		3729
Item 11	Executive Compensation		4032
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		4234
Item 13	Certain Relationships and Related Transactions, and Director Independence		4335
Item 14	Principal Accountant Fees and Services		4435
	PART IV
Item 15	~~Exhibit~~Exhibits and Financial Statement Schedules		4637
Item 16	Form 10-K Summary		4840

Table of Contents

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Some of the statements contained in this ~~Annual~~Quarterly Report on Form 10-KQ of Bubblr, Inc. (hereinafter the “Company,” “Bubblr,” “BBLR,” “Ethical Web.AI,” “we,” “us,” or “our”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this Annual Report, forward-looking statements are ~~generally~~ identified by ~~the~~ words such as “anticipate,” “plan,” “believe,” “expect,” “estimate”,” and the like. Forward-looking statements involve future risks and uncertainties, and ~~there are~~some factors ~~that~~ could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on ~~various~~numerous factors and is derived using numerous assumptions. A reader should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report. ~~Important~~Key factors that may cause actual results to differ from projections include, for example:

● our strategies, prospects, plans, expectations, forecasts, or objectives; ● our ability to achieve marketable products and the costs and timing thereof; ● acceptance of our products by our target market and our ability to compete in such a market; ● our ability to raise additional financing when needed and the terms and timing thereof; ● our ability to expand, protect, and maintain our intellectual property rights; ● our future operations, financial position, revenues, costs, expenses, uses of cash, capital requirements, our need for additional financing, or the period for which our existing cash resources will be sufficient to meet our operating requirements; ● our analysis of the target market for our platform; ● the impact of COVID-19, Norovirus, and~~/or~~ other future pandemics and other adverse public health developments on our operations and our industry; ● regulatory developments in the United States and other countries; ● our compliance with all applicable laws, rules, and regulations, including those of the Securities and Exchange Commission, or SEC; ● our ability to compete in the United States and internationally with ~~larger and~~ more substantial companies; ● general economic, business, political, and social conditions; ● our reliance on and our ability to retain (and, if necessary, timely recruit and replace) our officers, directors, and key employees and their ability to timely and competently perform; ● our ability to generate significant revenues and achieve profitability; ● our ability to manage the growth of our business; ● our commercialization of our platform and marketing capabilities and strategies; ● our ability to expand, protect, and maintain our intellectual property position; ● the success of competing third-party platforms; ● our ability to fully remediate our identified internal control material weaknesses; ● our ability to comply with regulatory requirements relating to our business, and the costs of compliance with those requirements; ● the specific risk factors discussed under the heading “Risk Factors” set forth in this Annual Report; and ● various other matters, many of which are beyond our control.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-K to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the ~~normal~~ordinary course of our public disclosure practices. Additionally, the discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Form 10-K.

Table of Contents

PART I

ITEM 1. BUSINESS.

Except as otherwise indicated herein or as the context otherwise requires, references in this Annual Report to “Bubblr,” the “Company,” “Ethical Web.AI,” “we,” “us,” and “our” refer to Bubblr, Inc. and ~~its wholly~~fully-owned subsidiaries, including Bubblr Limited and Bubblr Holdings Limited, which are a non-trading company and IP holding company, respectively, both formed and existing under the laws of the United Kingdom.

Business Overview

Bubblr, Inc., d/b/a Ethical Web. AI (“EW”) is an artificial intelligence or (“AI”) company that has patent -protected (granted and pending) intellectual properties. WeFollowing ~~compete with~~ a ~~number~~sustained period of ~~large~~technical ~~companies~~development ~~who~~led ~~include~~by AIits inrenowned ~~their~~founder, ~~suite~~Steve ofMorris, the ~~product~~Company ~~offerings~~is –now ~~companies~~entering ~~such~~a asphase ~~Amazon,~~of AIrevenue ~~Brain,~~growth ~~C3.ai, Data~~driven ~~Robot,~~by ~~Inc.,~~the ~~Google,~~launch ~~IBM,~~of ~~Open~~a AIsuite ~~and~~of ~~Anthropic.~~highly ~~All~~innovative ofnew ~~those~~products ~~companies~~and ~~have~~establishing of ~~far~~a ~~greater~~new ~~financial~~executive ~~resources~~team. ~~and~~The ~~more~~latest ~~populated human~~products ~~assets~~will inoffer ~~the~~genuinely ~~development~~value-adding ofsearch AIexperiences ~~technology,~~for ~~training~~consumers ~~data~~and enterprises alike and ~~algorithms~~ultimately ~~than~~facilitate ~~our~~a ~~Company~~more ~~has~~ethical and equitable digital engagement model.

~~The~~EW AIis ~~industry~~pivoting ~~also~~towards ~~has~~a ~~numerous~~clear, ~~smaller~~revenue-focused, ~~companies~~go-to-market ~~that~~strategy ~~compete~~around inits ~~the~~new core product offerings. There are two core components - AI ~~space~~Seek ~~without~~and ~~owning~~EW ~~any~~Platform. ~~protected~~In ~~intellectual~~Q1, ~~property~~the emphasis will be on AI Seek and, specifically, the launch of an enterprise-grade version that addresses ~~rely~~a ~~heavily,~~significant ifnew ~~not~~market ~~totally~~opportunity. Currently, there is a key restriction on ~~access~~the ordeployment ~~linkage~~of togenerative ~~third~~AI ~~party~~in ~~search~~many ~~engines~~corporate entities. Primarily, these are entities where sensitive data control is essential for doing business, such as finance, healthcare, and AIgovernment applications.

~~Here is a simple explanation of Generative~~ AI Seek Enterprise

~~Generative~~Although ~~artificial~~the ~~intelligence~~enterprise ~~(AI)~~version is a ~~branch~~new ofproduct, ~~computer~~it ~~science~~is ~~focused~~derived onfrom ~~creating~~an ~~programs~~existing ~~that~~and ~~can~~proven ~~generate~~generative ~~new,~~AI ~~original~~product ~~content.~~called ~~This technology harnesses the power of~~ AI toSeek, ~~produce~~which ~~outputs~~is ~~that~~ a ~~human~~consumer generative ~~might~~AI ~~otherwise~~proposition ~~create,~~that ~~ranging~~enhances ~~from~~existing ~~written~~generative ~~text~~AI toapplications ~~complex~~such ~~code and~~as ~~from~~Chat ~~stunning~~GPT ~~images~~4.0. toThe ~~original~~consumer ~~music~~version ~~compositions.~~of Atthis ~~its~~product was ~~core,~~launched ~~generative~~in AI2023 ~~works~~and byhas ~~synthesizing~~been ~~new~~continually ~~forms~~improved. ~~from~~A ~~familiar~~minimum ~~elements, drawing~~viable ~~from~~product aversion ~~vast array~~ of ~~data~~AI onSeek ~~which~~Enterprise itwill ~~has~~be ~~been~~available ~~trained~~in February 2025.

~~For~~This ~~the~~is ~~uninitiated,~~a itgenerative ~~might~~AI ~~help~~product tofor ~~think~~those ofcompanies ~~generative~~that AIdo asnot aallow ~~sophisticated~~their ~~assistant~~staff ~~capable~~to ofuse ~~crafting~~generative ~~entirely~~AI ~~new~~products ~~creations~~for ~~based~~fear of sensitive data onleaving athe ~~set~~building. ofMainly ~~learned~~due ~~patterns~~to data privacy and ~~examples~~security concerns, many corporations have implemented bans on using Gen AI tools like ChatGPT. ~~For~~Despite ~~instance~~these prohibitions, ~~you~~reports ~~could~~indicate ~~ask~~that ~~this~~employees AIcontinue to ~~draft~~use ansuch ~~essay,~~tools ~~compose~~clandestinely. aA ~~piece~~survey by Cisco revealed that 27% of ~~music,~~organizations orhad ~~even~~banned ~~generate a~~generative ~~computer~~AI ~~program~~applications. ~~It’s~~However, ~~not~~many ~~just~~employees ~~rehashing~~admitted ~~what~~to ~~it’s~~inputting ~~seen~~sensitive ~~before;~~data into ~~it’s~~these ~~creating~~tools, ~~something~~including ~~new~~non-public ~~from~~company ~~the~~information ~~pieces~~(48%) itand ~~knows~~employee information (45%).

We believe this market opportunity to be significant and are already well advanced in discussions with a global service provider to bundle our proposition within a broader services proposition. This will ensure an extremely low customer acquisition cost and the opportunity to scale at an accelerated rate. Based on current pricing, we believe we can deliver a gross margin that will help drive the company towards being cash-flow positive before the end of 2025.

In Q2, we will then target our first direct enterprise clients, specifically the financial services sector, where the data privacy concerns are most pronounced. We aim to secure our first direct enterprise client by the end of Q2.

AI Seek Consumer

Following the successful launch of this product in 2023, we will be driving a licensing model that drives towards new strategic partners who have a strong presence in Education and/or the K12 market. The ability to completely customize the search parameters to ensure a “safe” and trackable experience is a key differentiator. We aim to have agreed on a rollout plan with a credible partner shortly.

~~Table~~Ethical Web ~~of Contents~~Platform

The ~~concept~~Ethical ofWeb ~~generative~~Search AIplatform ~~isn’t~~is ~~novel—it’s~~the ~~been~~technical ~~around~~manifestation ~~for~~of ~~some~~patent ~~time~~No. ~~Consider~~10977387. ~~Google~~Over ~~Translate~~time, ~~which~~the ~~has~~platform ~~been~~will ~~translating text~~radically ~~since~~change ~~2006,~~the internet ~~and~~for ~~Siri,~~the ~~Apple’s~~better ~~voice~~and ~~assistant~~will ~~introduced~~provide ina ~~2011.~~credible ~~These~~alternative ~~are~~to ~~early~~the ~~examples~~key ofincumbent ~~generative~~players. AIThe infield ~~action,~~of ~~responding to~~search ~~human~~is ~~queries~~evolving with ~~generated~~the emergence ~~language~~of ~~that~~vertical-specific ~~seeks~~apps, ~~to be as close as possible to natural human speech or text~~e. ~~As these technologies have evolved~~g., ~~they~~Just ~~have~~Eat ~~become~~for ~~more~~Takeaway. ~~integrated~~These ~~into~~apps ~~our~~search ~~daily~~based ~~lives~~on inventory, ~~often~~giving ~~functioning in~~ the ~~background~~user ~~and~~a ~~smoothing out our interactions~~current ~~with~~view ~~the~~and ~~digital~~improved ~~world~~user experience.

~~Recent advancements have been groundbreaking. OpenAI~~EW’s ~~GPT-4, released in 2023, claimed capabilities surpassing the performance of most~~ ~~humans~~platform inwill ~~standardized~~allow ~~tests~~local ~~like~~communities ~~the~~(mainly ~~LSAT.~~local ~~This~~news ismedia acompanies) ~~testament~~ to ~~how~~build ~~far~~their AIown ~~has~~engagement ~~come~~model infor ~~understanding~~their ~~and~~existing ~~generating~~merchants using ~~human-like~~an ~~text~~app. ~~GPT-4~~ ~~can~~The ~~write~~objective ~~essays,~~is ~~debug~~to ~~code,~~offer ~~create~~the ~~summaries,~~media ~~and~~company/community ~~even~~a ~~compose~~clear ~~music,~~path ~~demonstrating~~to aaccelerated ~~breadth~~revenue. ofThere ~~capabilities~~are ~~that~~several ~~were~~other ~~once~~key ~~thought~~benefits tofor beboth ~~solely~~media ~~within~~companies ~~the~~and ~~realm of human expertise.~~merchants:

~~The process~~● ~~that~~Decentralisation ~~allows~~of ~~generative~~control, AIrevenue tocollection, ~~perform~~and ~~these~~delivery ~~feats~~allows isus ~~called~~to ~~language~~build ~~modelling.~~a ~~This~~global ~~process~~network ~~involves~~of ~~the~~locally AImanaged ~~examining~~super aapps ~~sequence of~~that ~~words~~all (use the ~~context)~~same ~~and predicting what comes next~~database. ~~This~~● ~~isn’t~~Completely ~~done~~anonymous ~~through~~for aconsumers ~~simple~~to ~~count~~use. ofNo ~~word frequencies~~registration, ~~but~~no ~~through~~behavioral ~~the use~~data oftracking ~~neural~~● ~~networks—complex~~It ~~mathematical~~is ~~models~~advertisement-free. ~~that~~Suppliers ~~can~~are ~~learn~~listed ~~patterns~~on inthe ~~data.~~global Bynetwork ~~training~~by onpaying a ~~massive~~simple ~~corpus~~monthly ofsubscription. ~~text~~● ~~data from~~A ~~diverse sources like Wikipedia~~new, ~~books,~~low-cost ~~and~~marketplace ~~websites,~~that ~~these~~allows ~~neural~~small ~~networks~~businesses ~~learn~~ to ~~anticipate~~compete ~~the~~on ~~next~~a ~~word~~level inplaying afield ~~sequence~~ with a ~~high~~global ~~degree of accuracy.~~corporations

~~Training~~In ~~a generative AI model involves a careful and resource-intensive process. The AI is fed large amounts of text~~2025, ~~and~~we ~~during~~expect ~~training, it tries~~ to ~~predict~~sign ~~parts~~up ofour ~~the~~first ~~text~~test ~~that~~media ~~are~~company ~~intentionally omitted. This training is iterative and can take months or even years as the model constantly refines its predictions~~ to ~~more~~trial ~~closely~~this ~~match~~offering ~~reality. Once trained, the model has parameters—essentially, learned weights~~ and ~~biases that guide its predictions. These parameters are fine~~co-~~tuned~~develop ~~through additional training to specialize the AI for particular tasks,~~ a ~~process~~coherent ~~known as fine~~go-~~tuning~~to-market strategy.

~~Despite~~The ~~the~~launch ~~impressive capabilities~~ of ~~generative~~these ~~AI,~~community-focused ~~there~~apps ~~are~~is ~~significant~~set ~~considerations~~to ~~and~~redefine ~~challenges.~~internet ~~The~~search ~~technology’s~~and ~~rapid development has sparked discussions about its energy usage~~e-commerce, ~~potential~~areas tothat ~~displace~~have ~~jobs,~~seen ~~and~~little ~~ability~~fundamental tochange in ~~perpetuate~~the orpast ~~even create biases and misinformation~~quarter-century. ~~For~~ ~~example,~~One ~~the training~~ of ~~large~~the ~~models~~platform’s ~~like~~innovative ~~GPT-4~~features ~~requires~~is ~~substantial~~the ~~computational~~“concierge ~~resources~~search,” ~~which~~where ~~translates~~users tocan ~~significant energy~~anonymously ~~consumption~~leave ~~and~~requests ~~associated~~for ~~carbon~~goods ~~emissions.~~or ~~Moreover,~~services asthat ~~generative~~are AInot ~~continues~~immediately toavailable, ~~excel~~enabling atfuture ~~tasks~~transaction ~~traditionally~~fulfillment. ~~performed~~The byplatform ~~humans,~~ensures ~~there’s~~user ~~concern~~anonymity ~~over~~and ~~job~~places ~~displacement,~~consumers ~~particularly~~ in ~~fields~~complete ~~like~~control ~~customer~~of ~~service~~communication channels, ~~content~~transforming ~~creation,~~the ~~and~~way ~~programming~~they interact with online marketplaces.

Generative AI also raises questions about the authenticity of content and the propagation of biases. Since the AI learns from existing data, any historical biases present in that data can be reflected in the AI’s outputs. This has led to the development of methods to align AI’s behavior with ethical standards and societal values. OpenAI, for instance, has focused on making GPT helpful, honest, and harmless by fine-tuning it with human feedback to avoid toxic, biased, or offensive content.

In sum, generative AI is a transformative technology with the potential to change how we interact with machines and automate the creation of content. It’s a field that’s evolving rapidly, offering tremendous benefits while also posing new challenges that society must address responsibly. As we continue to harness its power, it’s crucial to balance innovation with ethical considerations, ensuring that generative AI serves as a tool for positive change rather than a source of harm.

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Finally, it is not cheap. Building the training data for Chat GPT 4 was estimated to cost $100 million. It costs even more to process the queries. It is not Skynet, and it will not take over the world. It is simply an incredibly powerful tool to massively enhance productivity for most office-based professionals.

Our Current Business

Bubblr, Inc., d/b/a Ethical Web.AI, stands at the forefront of a technological revolution committed to remedying the fragmented landscape of the current Internet through its advanced, ethically-focused artificial intelligence software platforms. Our Company, fortified by robust patent protections, embodies integrity and innovation in technology, aspiring to mend the dysfunctional aspects of online experiences while promoting digital wellness and ethical engagement.

Our product ecosystem, at the heart of our value proposition, features two trailblazing solutions poised to redefine user interaction within the digital realm:

	1.	Community-Centric Super App Platform: Our innovative SaaS open-source platform empowers communities to conceive and customize their local ‘super apps.’ Our platform’s distinguishing architecture is a testament to our commitment to consumer privacy and local economic enrichment. These super apps, beyond safeguarding user anonymity, emerge as cost-effective marketing conduits for local businesses and as crucial revenue engines for communities. This expansive platform, nearing its full operational capacity, anticipates its commercial launch shortly, with substantial revenue contributions forecasted for 2024.
	2.	AI Seek: AI Seek is our transformative generative AI application that surpasses the capabilities of existing technologies such as Chat GPT-4. AI Seek champions user anonymity and affordability, being 25% more cost-efficient. Initially introduced to the consumer market, our strategic roadmap encompasses licensing this technology to academic institutions. This initiative not only diversifies universities’ revenue streams, but also arms them with sophisticated tools to authenticate student submissions by detecting AI-generated content, thereby safeguarding academic integrity.

Ethical Web AI thrives on a business model characterized by low operational costs, yet significant revenue and margin potential, reflective of the SaaS open-source framework’s inherent scalability and profitability. In comparison to peer entities, many of which boast market capitalizations exceeding $1 billion, our Company signifies a compelling investment proposition given our ethical technology differentiation, robust intellectual property suite, and foreseeable market demand.

Mission

At Ethical Web AI, our mission transcends the norms of technological advancement; we are dedicated to fostering a new era of the internet, rooted in the principles of ethical engagement, consumer privacy, and communal prosperity. We champion these ideals by demonstrating the commercial viability and success of our products, which are designed not merely as tools of technology but as extensions of community values and enablers of equitable digital ecosystems.

Our suite of heavily patent-protected products upholds the sanctity of user anonymity, standing as testaments to the possibility of achieving commercial success without relying on invasive online advertising tactics. These offerings are emblematic of our commitment to real decentralization, a principle that forms the bedrock of our design philosophy and operational paradigm.

We endeavor to decentralize profits and authority, channeling control back into the hands of local communities that engage with our technology. This approach disrupts traditional power structures in the digital economy, dismantling monopolistic barriers and facilitating an environment where businesses, irrespective of their scale, can compete fairly and thrive collectively. Such a landscape not only contributes to local economic vibrancy, but also empowers communities, providing them with substantial new revenue streams, thereby promoting self-sufficiency and innovation at a grassroots level.

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Our mission then, in essence, is to promulgate the principles of the ethical web throughout the digital world. By showcasing the success of our business model, we intend to inspire a ripple effect, catalyzing an industry-wide shift towards practices that honor consumer privacy, champion true decentralization, and promote equitable access and opportunity for all entities within the digital space.

In this journey, we remain steadfast in our belief that technology should be a force for communal good, a platform for fair economic participation, and a space that respects and protects individual privacy. Through our innovative products and their principled underpinnings, Ethical Web AI is pioneering this transformative vision for a balanced and conscientious digital future.

The AI Seek App

In the dynamic realm of artificial intelligence, the advent of generative AI applications has marked a significant milestone, challenging even formidable industry giants like Google. One such revelation has been the emergence of Chat GPT models, which, despite their advanced capabilities, have shown certain limitations in adaptability, cost-effectiveness, and data contemporaneity. Ethical Web AI, leveraging its innovative spirit and strategic intellectual property assets, has introduced AI Seek, a state-of-the-art generative AI app crafted to transcend these limitations and offer a superior, consumer-friendly alternative.

Technological Edge and Consumer Anonymity

AI Seek, built on the foundations of our proprietary patents, presents a significant upgrade over existing technologies such as Chat GPT-4. Our version stands out not only in terms of enhanced performance but also in its cost structure, being 25% more affordable. Upholding our commitment to user privacy, AI Seek operates with complete consumer anonymity. This commitment is reflected in its no-registration process, absence of cookies, and a staunch policy against behavioral data tracking, setting a new standard for user privacy in the AI space.

Contemporaneous Data Integration

One of AI Seek’s ground breaking features is its patented ability to incorporate up-to-date information beyond the constraints of the app’s initial training data. This functionality starkly contrasts with models like Chat GPT-4, which possesses data only up until September 2021. Especially for queries requiring current financial figures or trending data, AI Seek proves invaluable, offering precise, real-time insights. This feature significantly enriches the user experience, particularly for professionals and entities requiring the latest information.

Dynamically generated hypertext links

Another groundbreaking feature of AI Seek, which is patented and unique, is that each prompt query result is delivered in a unique web page which includes dynamically generated hypertext links. These hypertext links may include multimedia such as videos and images along with text links to other salient web pages, making it a far superior research tool.

Commercial Strategy and University Collaboration

While AI Seek’s initial phase focuses on direct consumer engagement, our strategic vision extends to licensing partnerships with educational institutions. The plan involves universities adopting a branded version of AI Seek, thereby opening a new revenue channel by offering this advanced tool to their students, faculty and benefactors. Furthermore, this strategy assists academic institutions in maintaining integrity standards by enabling them to assess the extent of AI-generated content in student submissions, thereby limiting the possibility of plagiarism and misattribution.

Revenue Generation and User Feedback

AI Seek, though in its infancy, has already begun to generate revenue, with a small dedicated user base of individuals. The continuous engagement and constructive feedback from these early adopters have been instrumental in refining the app’s functionalities. With a marketing campaign set to launch this year, we anticipate a significant uptick in adoption, forecasting that each app instance could contribute at least $15 monthly.

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In conclusion, AI Seek represents not just a product but a pivotal step toward reshaping the interaction between humans and artificial intelligence. By balancing superior technology with ethical practices and user empowerment, AI Seek is poised to lead the new wave of generative AI applications, carving a niche for itself in the market.

The licensed version will just take 20% of the net margin generated by each University. Our initial estimate indicates this will remain very significant.

Ethical Web AI Licensed Open Source Platform

In the rapidly evolving digital landscape, Ethical Web AI is pioneering a transformative approach to online interactions and transactions with its Licensed Open Source Platform. This platform, a direct innovation from our first granted patent, US Patent No. 10977387, entitled “Internet Search Mechanism,” stands as a beacon of technological advancement and community empowerment.

Innovation Valuation and Global Recognition

Our unique internet search mechanism, granted by the USPTO in April 2021, has not only been recognized in the United States but has also been awarded patents in four other key territories. In an independent valuation, the potential of this patented technology was highlighted, estimating its worth at an impressive $4.7 billion in a hypothetical acquisition scenario by an internet conglomerate. This value underscores the platform’s transformative potential in reshaping the internet’s commercial landscape.

Technological Advancement and Open Source Capabilities

The complexity and breadth of the platform are testament to recent advancements in technology, enabling its rich feature set and extensive scalability. At its core, the platform offers open-source app templates, allowing licensees to construct community-centric super apps tailored to their local needs and economic contexts. Unlike conventional single-purpose applications like Uber Eats or Hotels.com, these super apps present a comprehensive marketplace, accommodating an unlimited array of products and services within a single digital ecosystem.

Revolutionizing Commercial Interactions

What distinguishes our platform further is its revolutionary approach to e-commerce. Businesses, rather than surrendering a high percentage of their transaction value, are charged a fixed monthly listing fee determined by the community licensees. This structure not only fosters a fair, competitive environment for smaller enterprises but also ensures that more revenue remains within local economies.

Anonymity, User Control, and the Future of Search

These community super apps are set to redefine internet search and e-commerce, areas that have seen little fundamental change in the past quarter-century. One of the platform’s innovative features is the “concierge search,” where users can anonymously leave requests for goods or services not immediately available, enabling future transaction fulfilment.

Furthermore, Ethical Web AI takes user privacy and control seriously. Our platform ensures user anonymity and places consumers in full control of communication channels, transforming the way they interact with online marketplaces.

Community Impact and Invitation to Explore

Beyond commercial benefits, our platform represents a new avenue for significant community revenue, fostering local development and self-sustainability. We invite interested parties to explore the diverse potential of our platform through five distinct use-case scenarios detailed on our website. Each illustrates the platform’s versatility and its adaptability to various market sectors.

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Conclusion

In conclusion, the Ethical Web AI Licensed Open Source Platform is more than a technological breakthrough; it’s a new paradigm for online commerce, community growth, and digital privacy. By decentralizing the Internet marketplace, we are building a more equitable, prosperous digital future for communities and especially small businesses alike.

Intellectual Property

We have created a new search mechanism, “AN INTERNET-BASED SEARCH MECHANISM,” which has been granted a patent in South Africa (2016/06947), New Zealand (725014), the United States of America (‘Utility Patent No. US 10977387), Canada (2962520), and we have patents pending on the same processes in Australia (2015248619), the European Union (15723990.6) and the United Kingdom (PCT/GB2015/051130), creating an alternative economic ecosystem to tackle the current broken model and better serve all main participant groups. This utility patent defines a profoundly ~~different~~unique way for internet users to search the internet for goods or services rather than text-based search engine solutions. The technical manifestation of this utility patent is the Ethical Web ATI Open-Source Platform.

We have filed a sister patent that is specifically for searching for information rather than goods or services. US Patent Application No. 17/980298 was filed in the USA in November 2022. It is titled “Contextual enveloping via dynamically generated hypertext links.” This utility patent defines a radically ~~different~~unique way for consumers to search for information only, which again is ~~radically~~fundamentally different from traditional search engines. The technical manifestation of this patent is the AI Seek AI LLM (Large Language Model), as it works exceptionally well with AI LLMs such as Chat GPT 4 and Claude 2. ~~It is the confident opinion of our patent agents, Murgatroyd’s, that this patent will be granted in November 2024.~~

We have also ~~recently~~ filed another patent with the U.S. Patent Office (application number 18/376,101), which currently has a generic title of “computer-implemented method and system.” Again, this ~~is a~~ utility patent ~~that~~ resolves a ~~very~~ significant issue with existing foundation AI LLM, such as Chat GPT and Claude 2, whereby they ~~are~~cannot ~~unable to~~ provide information that needs contemporaneous data. This is because the established AI LLMs have a training data database that iswas limited to some point in the past. For example, Chat GPT’s training data only goes up to September 2021. Claude 2 will be updating their training data to January 2023. This utility patent uses an internally trained AI LLM that identifies those search prompts that require contemporaneous data (for example, stock prices and sports data) and augments the prompt with the necessary contemporaneous data to radically improve AI LLM’s output to include references to the ~~necessary~~required contemporaneous data. The technical manifestation of this patent is delivered in version 4 and beyond of our AI Seek consumer app.

~~Competition~~5

The space for online marketplaces and ad networks is rapidly evolving. The Advertising Technology (Ad-tech) industry includes all kinds of tools, software platforms (Google, Facebook), agencies, data-brokers, etc. It facilitates targeted advertisements that have become exponentially more invasive over the past decade due to massive amounts of personal data collection. It’s a complex and opaque ecosystem that tracks, profiles, discriminates (both personal and business) and manipulates for profit. It’s a multi-billion-dollar industry that is now facing litigation, investigations, and new regulations to curb its practices.

We face intense competition from companies with much larger capital resources than us, and, as a result, we could struggle to attract users and gain market share. Many of our existing or future competitors have greater financial resources and greater brand name recognition than we do and, as a result, may be better positioned to adapt to changes in the industry or the economy as a whole. We will strive to advance our technology in each of these sectors ahead of our competitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our ability to continue to compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees and to compensate employees competitively. We face significant competition in several aspects of our business, and such competition might increase, particularly in the market for networks and online marketplaces. A key advantage against better resourced competitors is provisioning our technology and related acquisitions as an Open Source SAAS platform. This pushes all of the consumer and merchant marketing responsibility to the registered partners.

Our competitors may announce new products, services or enhancements that better address changing industry standards or the needs of users, such as mobile access or different market focus. Any such increased competition could cause pricing pressure, loss of business or decreased user activity, any of which could adversely affect our business and operating results.

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We believe that we have competitive strengths and protection via our IP which is defensible under the umbrella protection of our granted patents.

Government Regulation

We are subject to amany ~~number of~~ foreign and domestic laws and regulations that affect companies conducting business online, many of which are evolving and could be interpreted in ways that could harm our business. In the United States and abroad, laws and regulations relating to the liability of providers of online services for activities of their users and other third parties are being tested by amany ~~number of~~ claims, including actions based on invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature and content of the materials searched, or the content provided by users. Further, some countries impose regulations regarding or require licenses to conduct various aspects of our business, including employee recruiting and news -related services. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users or other third parties could harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as the unauthorized dissemination of national security information, money laundering, or supporting terrorist activities, may in the future produce legislation or other governmental action that could require changes to our website platform, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our platform.

In the area of information security and data protection, ~~most~~we are committed to upholding the highest standards. Most states and countries have enacted laws and regulations requiring notification to users when there is a security breach of personal data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to ~~practically~~ implement. The costs of compliance with these laws and regulations may increase in the future ~~as a~~due ~~result~~to of amendments or changes in interpretation. However, our commitment to data protection remains unwavering. Furthermore, any failure on our part to comply with these laws and regulations may subject us to significant liabilities, which we are actively working to avoid.

We are also subject to federal, state, and foreign laws and regulations regarding data privacy and protection ~~of data~~. Our privacy policies describe our practices concerning ~~the~~using, ~~use~~storing, ~~storage~~transmitting, ~~transmission~~ and ~~disclosure~~disclosing of personal information, including visitor and user data. Any ~~failure~~ failure by us to comply with these terms or privacy-related laws and regulations could result in proceedings against us by governmental ~~authorities~~ authorities or others, which could harm our business. In addition, the interpretation of privacy and data protection laws and regulations and their application to online services are unclear, evolving, and in a state of flux. For example, in October 2015, the highest court in the European Union invalidated reliance on the US-EU Safe Harbor regime as one of the legally recognized mechanisms under which the ~~personal~~ personal data of European citizens could be transferred to the United States. There is a risk that these laws and regulations may be ~~interpreted~~ interpreted and applied in conflicting ways from state to state, country to country, or region to region, and in a manner ~~that~~inconsistent ~~is not consistent~~ with our current data protection practices or that new laws or regulations will be enacted. In addition, because our platform will be accessible worldwide, certain foreign governments may claim that we are required to comply with their laws and regulations, including with respect to the storage, use, and disclosure of user information, even in jurisdictions where we have no local entity, employees, or infrastructure. Complying with these varying domestic and international requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of user confidence in our services and ~~ultimately~~ in a loss of users, which could adversely affect our business.

Employees

As of ~~March~~December 1931, 2024, we have 5four full-time employees., ~~Our employees are~~ not represented by any labor union.

Legal Proceedings

From time to time, we may become ~~party~~parties to various lawsuits, claims, and other legal proceedings ~~that~~arising ~~arise~~ in ~~the ordinary course of~~ our business.’s ordinary course. We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition, or results of operation if determined adversely to us.

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Smaller Reporting Company

The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company,” these exemptions will ~~continue~~remain ~~to be~~ available ~~to us~~.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 ~~or “~~(JOBS Act).”

As an emerging growth company, we may take advantage of reduced or “scaled” disclosure requirements that ~~are~~ otherwise ~~applicable to~~apply to public companies. These reduced or scaled disclosure requirements include, but are not limited to:

1. being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report; 2. not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended; 3. being able to take advantage of the reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements;, and 4. being exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We elected to take advantage of certain of the reduced disclosure obligations in this Annual Report. ~~and~~We may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information ~~that~~ we provide to our stockholders may be be different ~~than~~from what you might receive from other public reporting companies that are not emerging growth companies.

The JOBS Act also provides that an emerging growth company may take advantage of an extended transition period to comply with new or revised accounting standards. We have irrevocably elected to not to avail ourselves of this exemption, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Compliance after Termination of Emerging Growth Company Status

After our emerging growth company status is terminated, we ~~will~~cannot ~~not be able to~~ take advantage of the reduced or scaled disclosure requirements ~~described~~ described in subparagraphs 1. and 4., above. However, in the event we are a “smaller reporting company,” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, after our emerging growth company status has terminated, we will still be able to take advantage of the reduced or scaled disclosure requirements described in subparagraphs 2. and 3., above, for as long as we continue to have smaller reporting company status.

Available Information

We make available, free of charge, on or through our website, at www.ethicalweb.ai, our Annual Report on Form 10-K, which includes our audited financial statements, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains a website that contains these reports and other information at www.sec.gov. Our website and the information contained therein or connected ~~thereto~~to it are not intended to be, and are not incorporated into this Annual Report on Form 10-K.

117

Table of Contents

ITEM 1A – RISK FACTORS.

An investment in our securities involves a high degree of risk. In addition to the other information contained in this Annual Report on Form 10-K, prospective investors should carefully consider the following risks before investing in our securities. If any of the following risks ~~actually~~ occur, as well as other risks not currently known to us or that we currently consider immaterial, our business, operating ~~results~~ results, and financial condition could be materially adversely affected. As a result, the trading price of our common stock could decline, ~~and~~ and you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements, ~~and~~ and our actual results may differ ~~substantially~~ from those discussed in these forward-looking statements. See “Cautionary Note on Forward-Looking Statements” in this Annual Report on Form 10-K. In assessing the risks below, you should also refer to the other information contained in this Annual Report on Form 10-K, including the financial statements and the related notes, before deciding to purchase or hold any of our securities.

Risk Related to Covid 19

A novel strain of coronavirus (COVID-19) was first identified in December 2019 and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in the markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the year ended December 31, 2023.

Most of the restrictions imposed by governments worldwide have now been relaxed. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements.

If there is a re-occurrence of government restrictions due to a new Covid-19 outbreak that may cause many companies to experience disruptions in their operations and in markets served, there is a risk that these estimates may change, as new events occur, and additional information is obtained.

Risk Factors Related to the Financial Condition of the Company

Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

We have continually operated at a loss, with an accumulated deficit of $~~496~~1,~~125~~947,851 as of December 31, ~~2023~~2024. We have not generated significant revenues and are dependent upon obtaining financing to continue operations for the next twelve months. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock, public offerings of our common stock and/or through debt financing.

Because we have a limited operating history, you may not be able to ~~accurately~~ evaluate our operations accurately.

We have had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Potential investors should be aware of the difficulties ~~normally~~usually encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be ~~considered~~evaluated inconsidering ~~light of~~ the problems, expenses, difficulties, complications, and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business and additional costs and expenses that may exceed current estimates. We expect to continue to incur significant losses ~~into the foreseeable future~~soon. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any significant ~~operating~~ operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

12Risk Factors Related to the Business of the Company

~~Table~~Our operating ofresults ~~Contents~~may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues, and succeed overall.

~~Risk~~Our ~~Factors~~results ~~Related~~of tooperations ~~Business~~may fluctuate because of ~~the~~a ~~Company~~number of factors, some of which are beyond our control, including but not limited to:

~~Our operating~~● ~~results~~General ~~may~~economic ~~fluctuate,~~conditions ~~which~~in ~~could~~the ~~have~~geographies aand ~~negative~~industries ~~impact~~where onwe sell our ~~ability~~services toand ~~grow~~conduct operations; legislative policies where we sell our ~~client~~services ~~base~~and conduct operations; ● The budgetary constraints of our customers; ● The success of our strategic growth initiatives; ● Costs associated with the launching or integration of new or acquired businesses; ● Timing of new product introductions by us, ~~establish~~our ~~sustainable~~partners, and our competitors; product and service mix, availability, utilization, and pricing; ● The mix, by state and country, of our revenues , personnel, and ~~succeed~~assets; ~~overall~~● Movements in interest rates or tax rates; ● Protection of intellectual property assets; ● Changes in the regulations applicable to us; and ● Litigation matters.

~~Our results of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to:~~8

● General economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; ● The budgetary constraints of our customers; ● The success of our strategic growth initiatives; ● Costs associated with the launching or integration of new or acquired businesses; ● Timing of new product introductions by us, our partners and our competitors; product and service mix, availability, utilization and pricing; ● The mix, by state and country, of our revenues, personnel and assets; ● Movements in interest rates or tax rates; ● Protection of or intellectual property assets; ● Changes in the regulations applicable to us; and ● Litigation matters.

As a result of these factors, we may not succeed in our business, and we could go out of business.

If the market for our open-source platform ~~does~~and AI products do not experience significant growth or if our projects do not achieve broad acceptance, we will not be able to sustain or grow our revenues.

We hope to achieve revenues from our open-source ~~partnerships.~~platform We cannot accurately predict, however, future growth rates or the size of ~~the~~ the market for application in the United States, United Kingdom, and other markets we engage in. Demand for our platform, ~~and~~AI products, and IP may not occur as anticipated, or may decrease, either generally or in specific geographic markets~~, during particular time periods~~. The expansion of our mobile application in the market depends on a number of factors, such as:

● The cost, performance, and appearance of our mobile application offered by our competitors; ● Public perceptions regarding our mobile application and the effectiveness and value of it; ● Customer satisfaction with our mobile application; and ● Marketing efforts and publicity regarding the needs for application and the public demand for it.

Even if our platform gains wide market acceptance, we may not adequately address market requirements and may not be able to expand market acceptance. IfIn the event our products do not achieve ~~wide~~broad market acceptance, we may not be able to ~~achieve~~reach our anticipated level of growth, we ~~may~~or ~~not achieve~~ revenues and results of operations would suffer.

13If we are unable to gauge trends and react to changing partner’s preferences in a timely manner, our sales will not increase, and our business may fail.

~~Table~~We believe ofour ~~Contents~~success depends in substantial part on our ability to offer our intellectual property and our supporting platform, and products that reflect current needs and anticipate, gauge, and react to changing partner and consumer demands in a timely manner. Our business is vulnerable to changes in partner and consumer preferences. If we misjudge their needs for our platform, our ability to generate sales could be impaired, failing in our business. There are no assurances that our mobile application will be successful, and in that regard, any unsuccessful consumer reaction could also adversely affect our business.

If we are unable to ~~gauge~~manage ~~trends~~growth ~~and react to changing partners preferences in a timely manner~~successfully, our ~~sales~~operations ~~will~~could ~~decrease,~~be ~~and~~adversely ~~our business may fail~~affected.

WeOur ~~believe~~progress ~~our~~is ~~success~~expected ~~depends in substantial part on our ability~~ to ~~offer~~require ~~our~~the ~~intellectual~~full ~~property~~utilization ~~and~~of our ~~supporting~~management, ~~platform~~financial, ~~that reflect current needs~~ and ~~anticipate~~other resources, ~~gauge~~which ~~and react~~ to ~~changing~~date ~~partner~~has ~~and~~occurred ~~consumer~~with limited ~~demands~~working ~~in a timely manner~~capital. Our ~~business~~ability ~~is vulnerable~~ to ~~changes~~manage ingrowth ~~partner~~effectively ~~and~~will ~~consumer~~depend ~~preferences.~~on Ifour weability ~~misjudge~~to ~~their~~improve ~~needs~~and ~~for~~expand ~~our platform~~operations, including our ~~ability~~financial toand ~~generate~~management ~~sales~~information ~~could~~systems, beand ~~impaired resulting~~to inrecruit, ~~the~~train, ~~failure~~and ofmanage ~~our~~sales ~~business~~personnel. There ~~are~~can be no ~~assurances~~absolute assurance that ~~our~~management ~~mobile application~~ will be ~~successful,~~able ~~and~~to inmanage ~~that~~growth ~~regard, any unsuccessful consumer reaction could also adversely affect our business~~effectively.

If we ~~are~~do ~~unable~~not toeffectively ~~successfully~~ manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be ~~adversely~~challenged. ~~affected~~We may also experience development delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

Our commercial success depends significantly on our ability to develop and commercialize our open-source platform without infringing the intellectual property rights of third parties.

Our commercial success will depend, in part, on operating our business without infringing the contractual, trademarks, or proprietary rights of third parties. Third parties that believe we are infringing on their rights could bring actions against us, claiming damages and seeking to enjoin the development, marketing, and distribution of our products. If we become involved in any litigation, it could consume a substantial ~~portion~~ portion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to us or at all. ~~Ultimately,~~We we could be prevented from commercializing a product or forced to cease some aspect of our business operations asbecause ~~a result~~ of patent infringement claims, which would harm our business.

A decline in general economic conditions could lead to reduced consumer/business adoption and could negatively impact our business operation and financial condition, which could have a material adverse effect on our business, financial condition and results of operations.9

~~Our~~A ~~operating~~decline ~~and~~in ~~financial performance may be adversely affected by a variety of factors that influence the~~ general ~~economy. Consumer search habits are affected by, among other things, prevailing~~ economic conditions, ~~levels~~could oflead ~~unemployment,~~to ~~salaries~~reduced ~~and wage rates, prevailing interest rates, income tax rates and policies,~~ consumer/business ~~confidence and consumer perception of economic conditions~~adoption. InIt ~~addition,~~could ~~consumer purchasing~~negatively ~~patterns~~impact ~~may~~our bebusiness ~~influenced by consumers’ disposable income. In the event of an economic slowdown, consumer search habits~~operation ~~could be adversely affected~~ and wefinancial ~~could~~condition, ~~experience lower net sales than expected on a quarterly or annual basis~~ which could have a material adverse effect on our business, financial condition, and results of operations.

Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer search habits are affected by, among other things, prevailing economic conditions, levels of unemployment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence, and consumer perception of financial conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer search habits could be adversely affected, and we could experience lower net sales than expected on a quarterly or annual basis, which could have a material adverse effect on our business, financial condition, and results of operations.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

We believe that our reputation in the online marketplace is of significant ~~importance~~ to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends toprimarily ~~a large extent~~ on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and ~~enhance~~improve our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market. We will ~~continue to~~ conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions, and results of operations could be adversely affected.

14We use artificial intelligence in our business, and challenges with effectively managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

~~Table~~We will incorporate artificial intelligence (“AI”) solutions into our platform, offerings, services, and features, and these applications may become increasingly important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of ~~Contents~~operations. Additionally, if the content, analyses, or recommendations that our AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.

WeThe use ~~artificial~~of ~~intelligence~~AI inapplications ~~our~~has ~~business~~resulted in, and ~~challenges~~may ~~with~~in ~~properly~~the ~~managing~~future ~~its~~result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could ~~result~~adversely inaffect our reputation and results of operations. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, ~~and~~or legal liability. The rapid evolution of AI, ~~and~~including ~~adversely~~potential ~~affect~~government regulation of AI, will require significant resources to develop, test, and maintain our ~~results~~platform, ofofferings, ~~operations~~services, and features to help us implement AI ethically to minimize unintended, harmful impacts.

WeOne ~~will~~of ~~incorporate~~the ~~artificial~~significant ~~intelligence~~risks (“associated with AI”) ~~solutions~~is ~~into~~the ~~our~~potential ~~platform,~~for ~~offerings,~~bias ~~services~~in ~~and~~the ~~features,~~data ~~and~~used ~~these applications~~to ~~may~~train ~~become~~AI ~~increasingly~~systems. ~~important~~If inthe ~~our~~algorithm ~~operations~~data ~~over~~sets we ~~time.~~use ~~Our~~to ~~competitors~~train orour ~~other~~AI ~~third~~system ~~parties~~are ~~may~~biased, ~~incorporate~~the ~~AI into~~resulting ~~their~~model ~~products~~may ~~more~~make ~~quickly~~inaccurate or ~~more~~unfair ~~successfully than us~~decisions, ~~which~~leading ~~could impair our ability~~ to ~~compete~~negative ~~effectively and adversely affect~~consequences ~~our~~for ~~results of operations. Additionally~~customers, ~~if the content~~employees, ~~analyses~~and orother ~~recommendations~~stakeholders. ~~that~~If ~~our~~we AIfail ~~applications~~to ~~assist~~protect inthe ~~producing~~data ~~are or~~we ~~are~~use ~~alleged~~ to betrain ~~deficient,~~our ~~inaccurate~~AI oragainst ~~biased~~bias, then our business, brand, reputation, financial condition, and results of operations may be adversely affected.

The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services and features to help us implement AI ethically in order to minimize unintended, harmful impact.

One of the major risks associated with AI is the potential for bias in the data used to train AI systems. If the algorithms data sets we use to train our AI system is biased, the resulting model may make inaccurate or unfair decisions, leading to negative consequences for customers, employees and other stakeholders. If we fail to protect the data we use to train our AI against bias, then our business, brand, reputation, financial condition and results of operations may by adversely affected.

Reliance on information technology means a significant disruption could affect our communications and operations.

We increasingly rely on information technology systems for our internal communications, controls, reporting, and relations with customers and suppliers, and information technology is becoming a significantly ~~important~~valuable tool for our sales staff. Our marketing and distribution strategy ~~are~~is dependent upon our ability to closely monitor consumer and market trends on a highly specified level, for which we are reliant on our highly sophisticated data tracking systems, which are susceptible to disruption or failure. In addition, our reliance on information technology exposes us to cyber-security risks, which could have a material adverse effect on our ability to compete. Security and privacy breaches may expose us to liability and cause us to lose customers or may disrupt our relationships and ongoing transactions with other entities with whom we contract throughout our supply chain. The failure of our information systems to function as intended, or the penetration by outside parties’ intent on disrupting business processes, could result in significant costs, loss of revenue, assets, or personal or other sensitive data, and reputational harm.

Security and privacy breaches may expose us to liability and cause us to lose customers.

Federal and state laws require us to safeguard our wholesalers’ and retailers’ financial information, including credit information. Although we have established security procedures to protect against identity theft and the theft of our customers’ and distributors’ financial information, our security and testing measures may not prevent security breaches, and breaches of privacy may occur and could harm our business. Typically, we rely on encryption and authentication technology licensed ~~from~~by third parties to enhance the transmission security of confidential information in relation to financial and other sensitive information that we have on file. Advances in computer capabilities, ~~new~~ discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology used by us to protect customer data. Any compromise of our security could harm our reputation or financial condition and, therefore, our business. In addition, a party who iscan ~~able to~~ circumvent our security measures or exploit inadequacies in our security measures, could, among other effects, misappropriate proprietary information, cause interruptions in our operations, or ~~expose~~ expose customers and other entities with which we interact to computer viruses or other disruptions. Actual or perceived vulnerabilities ~~may~~ may lead to claims against us. To the extent the measures we have taken prove to be insufficient or inadequate, we may become subject to to litigation or administrative sanctions, which could result in significant fines, penalties, or damages and harm to our reputation.

15We may be unable to support our technology to scale our operations further successfully.

~~Table~~We plan to grow rapidly through further integration of ~~Contents~~our technology in partnerships with our open-source platform and other partnership electronic platforms. Our growth will place significant demands on our management and technology development, as well as our financial, administrative, and other resources. We cannot guarantee that any of the systems, procedures, and controls we put in place will be adequate to support the commercialization of our operations. Our operating results will depend on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative, and other resources. If we are unable to respond to and manage changing business conditions or the scale of our products, services, and operations, then the quality of our services, our ability to retain key personnel, and our business could be harmed.

WeDeveloping and implementing new and updated applications, features, and services for our portals may be ~~unable~~more todifficult ~~support~~than ~~our~~expected, ~~technology~~may totake ~~further~~longer and ~~scale~~cost ~~our~~more ~~operations~~than ~~successfully~~expected and may not result in sufficient increases in revenue to justify the costs.

~~Our~~Attracting ~~plan~~and isretaining topartner ~~grow~~developers ~~rapidly~~and ~~through~~users ~~further integration~~ of our ~~technology in partnerships in with our~~ open-source platform ~~and~~requires ~~other~~us ~~partnership electronic~~to ~~platforms.~~continue ~~Our~~to ~~growth~~improve ~~will~~the ~~place significant demands on our management and~~ technology ~~development,~~underlying ~~as well as our financial,~~those ~~administrative~~portals and ~~other~~to ~~resources.~~continue Weto ~~cannot~~develop ~~guarantee~~new ~~that~~and ~~any~~updated ofapplications, ~~the systems~~features, ~~procedures~~ and ~~controls~~services. If we ~~put~~are inunable ~~place will be adequate~~ to ~~support~~do ~~the~~so ~~commercialization of our operations. Our operating results will depend substantially~~ on ~~the~~a ~~ability~~timely ~~of our officers and~~basis ~~key~~or ~~employees~~if towe ~~manage~~are ~~changing~~unable ~~business conditions and~~ to implement ~~and~~new ~~improve~~applications, ~~our financial~~features, ~~administrative~~ and ~~other~~services ~~resources. If~~without wedisruption ~~are unable~~ to ~~respond~~our toexisting ~~and manage changing business conditions~~ones, orwe ~~the~~may ~~scale~~lose ofpotential users ~~our products, services~~ and ~~operations,~~clients. ~~then~~The ~~the quality~~costs of ~~our~~development ~~services,~~of ~~our~~these ~~ability~~enhancements tomay ~~retain~~negatively ~~key~~impact ~~personnel and~~ our ~~business~~ability ~~could~~to beachieve ~~harmed~~profitability.

~~Developing~~We will rely on a combination of internal development, strategic relationships, licensing, and ~~implementing~~acquisitions ~~new~~to develop our open-source platform, portals, and ~~updated~~related applications, features, and services. ~~for~~Our ~~our~~development ~~portals~~and/or implementation of innovative technologies, applications, features, and services may becost more ~~difficult~~ than expected, may take longer ~~and~~ ~~cost~~than initially expected, may require more testing than ~~expected~~originally anticipated, and may ~~not~~require ~~result~~the inacquisition ~~sufficient~~of ~~increases~~additional inpersonnel and other resources. There can be no assurance that the revenue opportunities tofrom any new or updated technologies, applications, features, or services will justify the ~~costs~~amounts spent.

~~Attracting~~Our ~~and~~success ~~retaining~~is ~~partner~~dependent ~~developers~~in ~~and~~part ~~users~~on ofobtaining, ~~our~~maintaining, ~~open-source platform requires us to continue to improve the technology underlying those portals~~ and toenforcing ~~continue~~our toproprietary ~~develop~~rights ~~new~~ and ~~updated~~our ~~applications,~~ability ~~features and services. If we are unable~~ to doavoid soinfringing on ~~a timely basis or~~the ifproprietary werights ~~are unable to implement new applications, features and services without disruption to our existing ones, we may lose potential users and clients. The costs~~ of ~~development of these enhancements may negatively impact our ability to achieve profitability~~others.

We ~~rely~~seek onpatent aprotection ~~combination~~for ofthose ~~internal~~inventions ~~development,~~and ~~strategic~~technologies ~~relationships,~~for ~~licensing~~which we believe such protection is suitable and ~~acquisitions~~is likely to ~~develop~~provide a competitive advantage to us. A Patent on our ~~open~~Internet-~~source~~Search ~~platform~~Mechanism (“IBSM”) has been granted in the United States, ~~portals~~Canada, New Zealand, and ~~related~~South ~~applications~~Africa. The patent is currently pending in Australia, ~~features~~the European Union, and ~~services~~the United Kingdom. ~~Our~~Because patent ~~development~~applications ~~and/~~in the United States are maintained in secrecy until either the patent application is published or ~~implementation~~a patent is issued, we may not be aware of ~~new~~third-party ~~technologies~~patents, patent applications, ~~features~~ and ~~services~~other ~~may~~intellectual ~~cost~~property ~~more~~relevant ~~than~~to ~~expected,~~our products that may ~~take~~block our ~~longer~~use ~~than~~of ~~originally~~our ~~expected,~~intellectual property or may ~~require~~be ~~more~~used ~~testing~~in ~~than~~third-party ~~originally~~products ~~anticipated~~ that compete with our products and ~~may~~processes. ~~require~~In the ~~acquisition~~event a ofcompetitor ~~additional~~or ~~personnel~~other ~~and~~party ~~other~~successfully ~~resources.~~challenges ~~There~~our ~~can~~products, beprocesses, nopatents ~~assurance~~or licenses or claims that ~~the~~we ~~revenue~~have ~~opportunities~~infringed upon ~~from~~their ~~any~~intellectual ~~new~~property, orwe ~~updated~~could ~~technologies~~incur substantial litigation costs defending against such claims, ~~applications~~be required to pay royalties, license ~~features~~fees, or ~~services~~other ~~will~~damages ~~justify~~or be barred from using the ~~amounts~~intellectual ~~spent~~property at issue, any of which could have a material adverse effect on our business, operating results and financial condition.

~~Our success is dependent in part on obtaining, maintaining and enforcing our proprietary rights and our ability to avoid infringing on the proprietary rights of others.~~11

We ~~seek~~also ~~patent~~rely ~~protection~~on ~~for~~trade ~~those~~secrets, ~~inventions~~proprietary ~~and~~technology, ~~technologies~~nondisclosure ~~for~~and ~~which~~other wecontractual ~~believe~~agreements, ~~such protection is suitable~~ and istechnical ~~likely~~measures to ~~provide~~protect ~~a competitive advantage to us. A Patent on~~ our ~~Internet-Search~~technology, ~~Mechanism (“IBSM”) has been granted in the United States~~application, ~~Canada,~~ ~~Australia~~design, ~~New Zealand~~ and ~~South~~manufacturing ~~Africa~~knowledge. ~~The~~We ~~patent~~work isactively ~~currently~~to ~~pending~~foster incontinuing ~~the~~technological ~~European~~innovation ~~Union~~to maintain and ~~United~~protect ~~Kingdom.~~our ~~Because~~competitive ~~patent applications~~position. inWe ~~the~~cannot ~~United~~assure ~~States~~you ~~are~~that ~~maintained~~steps intaken ~~secrecy~~by ~~until~~us ~~either~~to ~~the~~protect ~~patent~~our ~~application~~intellectual isproperty ~~published or a patent is issued, we may not be aware of third-party patents, patent applications~~ and other ~~intellectual property relevant to our products that may block~~contractual ~~our~~agreements ~~use~~for of our ~~intellectual~~business ~~property~~will ~~or may~~ be ~~used~~adequate, ~~in third-party products~~ that ~~compete with~~ our ~~products~~competitors ~~and~~will ~~processes.~~not Inindependently ~~the~~develop ~~event a competitor~~ or ~~other~~patent ~~party~~substantially ~~successfully~~equivalent or ~~challenges~~superior ~~our~~technologies ~~products,~~or ~~processes,~~be ~~patents~~able orto ~~licenses~~design oraround ~~claims~~patents that we ~~have~~may ~~infringed upon their intellectual property~~receive, ~~we could incur substantial litigation costs defending against such claims, be required to pay royalties, license fees~~ or ~~other~~that ~~damages~~our ~~or be barred from using the~~ intellectual property atwill ~~issue,~~not ~~any~~be ~~of which could have a material adverse effect on our business, operating results and financial condition~~misappropriated.

WeOur also rely substantially on trade secrets, proprietary technology, nondisclosure and other contractual agreements, and technical measures to protect our technology, application, design, and manufacturing know-how, and work actively to foster continuing technological innovation to maintain and protect our competitive position. We cannot assure you that steps taken by us to protect our intellectual property and other contractual agreements for our business will besuffer ~~adequate,~~if ~~that~~ our ~~competitors~~network ~~will~~systems ~~not independently develop~~ or ~~patent~~open-source ~~substantially equivalent~~platform orfails ~~superior technologies~~ or bebecomes ~~able to design around patents that we may receive, or that our intellectual property will not be misappropriated~~unavailable.

~~Our~~A ~~business~~reduction ~~will~~in ~~suffer~~the ifperformance, reliability, and availability of our network ~~systems~~infrastructure would harm our ability to distribute our products to our users, as well as our reputation and ability to attract and retain customers. Our systems and operations could be damaged or ~~open~~interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake, and similar events. Our systems could also be subject to viruses, break-~~source~~ins, ~~platform~~sabotage, ~~fails~~acts of terrorism, acts of vandalism, hacking, cyber-terrorism, and similar misconduct. We might not carry adequate business interruption insurance to compensate us for losses that may occur from a system outage. Any system error or ~~become~~failure ~~unavailable~~that causes an interruption in the availability of our product or an increase in response time could result in a loss of potential customers, which could have a material adverse effect on our business, financial condition, and results of operations. If we suffer sustained or repeated interruptions, then our products and services could be less attractive to our users, and our business would be materially harmed.

A reduction in the performance, reliability and availability of our network infrastructure would harm our ability to distribute our products to our users, as well as our reputation and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems could also be subject to viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate business interruption insurance to compensate us for losses that may occur from a system outage. Any system error or failure that causes interruption in availability of our product or an increase in response time could result in a loss of potential customers, which could have a material adverse effect on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions, then our products and services could be less attractive to our users and our business would be materially harmed.

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We face significant competition for developers, users, advertisers, and distributors.

Our intellectual property can face significant competition from online search engines, sites offering integrated internet products and services, social media and networking sites, e-commerce sites, companies providing analytics, monetization, and marketing tools for mobile and ~~desktop~~ desktop developers, and digital, broadcast, and print media. A number of these competitors are significantly ~~larger~~more significant than we are and have access to vastly greater financial resources. Additionally, in a number of international markets, we face substantial competition from local Internet service providers and other entities that offer search, communications, and other commercial services.

A number of our competitors offer products and services that directly compete ~~for~~with users of our platform offerings. Further, emerging start-ups may be able to innovate and provide new products and services faster than we can. In addition, competitors may consolidate or collaborate ~~with each other~~, and new competitors may enter the market. Some of our competitors in international markets have a substantial competitive advantage over us because they have dominant market share in their territories, have greater local brand recognition, are focused on a single market, are more familiar with local tastes and preferences, or have greater regulatory and operational flexibility due to the fact that we may be subject to both U.S. and foreign regulatory requirements.

If our competitors are more successful than we are in developing and deploying compelling products or in attracting and retaining users, developers, or distributors, our users and growth rates could decline.

Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business.

Federal, state, and international laws and regulations govern the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our users. The use of consumer data by online service providers is a topic of active interest among federal, state, and international regulatory bodies, and the regulatory environment is unsettled. Many states have passed laws requiring notification to users where there is a security breach for personal data, such as California’s Information Practices Act. We face similar risks in international markets where our products and services are offered. Any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any applicable federal, state, or international privacy, data-retention, or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to our business and brand, and a loss of users, which could potentially have an adverse effect on our business.

In addition, various federal, state and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data retention, data transfer and data protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our business, our brand or our reputation with users. For example, some countries are considering or have enacted laws mandating that user data regarding users in their country be maintained in their country. In addition, there currently is a data protection regulation applicable to member states of the European Union that includes operational and compliance requirements that are different than those currently in place and that also includes significant penalties for non-compliance.12

~~The~~In ~~interpretation~~addition, various federal, state, and ~~application~~foreign oflegislative ~~privacy,~~or ~~data~~regulatory ~~protection,~~bodies ~~data~~may ~~transfer~~enact ~~and~~new ~~data~~or ~~retention~~additional laws and regulations ~~are often uncertain~~concerning ~~and~~privacy, indata ~~flux~~retention, indata ~~the~~transfer, ~~United~~and ~~States~~data ~~and~~protection ~~internationally.~~issues, ~~These~~including laws ~~may~~or beregulations ~~interpreted~~mandating ~~and~~disclosure ~~applied~~to ~~inconsistently~~domestic ~~from~~or international ~~country~~law toenforcement ~~country and~~bodies, ~~inconsistently~~which ~~with~~could ~~our~~adversely ~~current~~impact ~~policies~~our ~~and practices~~business, ~~complicating~~our ~~long-range~~brand ~~business~~or ~~planning~~our ~~decisions.~~reputation Ifwith ~~privacy,~~users. ~~data~~For ~~protection~~example, ~~data~~some ~~transfer~~countries ~~or data retention laws~~ are ~~interpreted~~considering ~~and~~or ~~applied~~have inenacted alaws ~~manner~~mandating that isuser ~~inconsistent~~data ~~with~~regarding ~~our~~users ~~current~~in ~~policies~~their ~~and~~country ~~practices, we may~~ be ~~fined~~maintained orin ~~ordered~~their country. toIn ~~change~~addition, ~~our~~there ~~business~~currently ~~practices~~is in a ~~manner~~data ~~that~~protection ~~adversely~~regulation ~~impacts~~applicable ~~our~~to ~~operating~~member ~~results.~~states ~~Complying~~of ~~with these~~the ~~varying~~European ~~international~~Union ~~requirements~~that ~~could~~includes operational ~~cause~~and uscompliance torequirements ~~incur~~that ~~substantial~~are ~~costs~~different orthan ~~require~~those uscurrently ~~to change our business practices~~ in a ~~manner~~place ~~adverse~~and tothat ~~our~~also ~~business~~include ~~and~~significant ~~operating~~penalties for ~~results~~non-compliance.

17The interpretation and application of privacy, data protection, data transfer, and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices, complicating long-range business planning decisions. If privacy, data protection, data transfer, or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

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We may be subject to legal liability associated with providing online services or content.

We host and will provide a wide variety of services and technology products that enable and encourage individuals and businesses to exchange information; upload or otherwise generate photos, videos, text, and other content; advertise products and services; conduct business; and engage in various online activities both domestically and internationally. The law relating to the liability of providers of online services and products for the activities of their users is currently unsettled both within the United States and internationally. We ~~may~~ may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have ~~made~~ made available within our services violates laws in domestic and international jurisdictions.

It is also possible that if any information provided directly by us contains errors or is otherwise wrongfully provided to users, third parties could make claims against us. For example, we offer web-based e-mail services, which expose us to potential risks, such as liabilities or claims, by our users and third parties, resulting from unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail, alleged violations of policies, property interests, or privacy protections, including civil or criminal laws, or interruptions or delays in e-mail service. We may also face ~~purported~~ consumer class actions or state actions relating to our online services, including our fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate malicious or harmful code or applications.

Investigating and defending these types of claims ~~are~~is expensive, even if the claims are without merit or do not ~~ultimately~~ result in liability and could subject us to significant monetary liability or cause a change in business practices that could negatively impact our ability to compete.

Our business depends on continued and unimpeded access to the Internet by us and our users. Internet access providers may be able to block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.

Our products and services depend on the ability of our users to access the Internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have ~~significant~~substantial market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers may take, or have stated that they may take, measures that could degrade, disrupt, or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide our offerings. Such interference could result in a loss of existing users and ~~advertisers,~~the ~~and~~advertiser’s increased costs,. ~~and~~It could impair our ability to attract new users and advertisers, thereby harming our revenues and growth. The adoption of any laws or regulations that limit access to the Internet by blocking, degrading, or charging access fees to ~~us or~~ our users or us for certain services could decrease the demand for, or the usage of, our products and services, increase our cost of doing business and adversely affect our operating results.

Risks Related with Management and Control Persons

We are dependent on the continued services of our Chief Executive Officer, Chief Financial Officer, and Chief ~~Technology~~Technical Officer,. ~~and~~If if we fail to keep them or fail to attract and retain qualified senior ~~executive~~executives and key technical personnel, our business will not be able to to expand.

We are dependent on the continued availability of ~~Stephen~~Tom ~~Morris~~Symonds, our ~~interim~~ Chief ~~Technology~~Executive Officer, ~~Timothy~~David ~~Burks~~Chetwood, our Chief ~~Executive~~ Financial Officer, and ~~David~~Steve ~~Chetwood~~Morris, our Chief ~~Financial~~Technical Officer, and the availability of new skilled employees to implement our business plans. The market for ~~skilled~~qualified employees is highly competitive, especially for employees in our industry. Although we expect that our planned ~~compensation~~ compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to ~~retain~~keep the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

18Our personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly, and disruptive.

~~Table~~If we lose the services of ~~Contents~~key personnel or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. The loss of the services of any key personnel, marketing or other personnel, or our failure to attract, integrate, motivate, and retain additional key employees could have a material adverse effect on our business, operating and financial results, and stock price.

~~Our~~Risks ~~personnel~~Related ~~may~~to ~~voluntarily~~the ~~terminate~~Market ~~their relationship with us at any time, and competition~~ for ~~qualified~~Our ~~personnel is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.~~Stock

IfWe wewill ~~lose~~conduct ~~the~~further ~~services~~offerings of ~~key personnel or fail to replace the services of key personnel who depart, we could experience a severe negative effect on~~ our ~~financial~~equity ~~results~~securities ~~and~~in ~~stock price. The loss of~~ the ~~services of any key personnel~~future, ~~marketing~~in orwhich ~~other~~case ~~personnel~~your orproportionate ~~our~~interest ~~failure to~~may ~~attract,~~become ~~integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price~~diluted.

~~Our~~We ~~officers~~will ~~and~~be ~~directors~~required ~~have~~to ~~limited~~conduct ~~experience~~equity ~~managing~~offerings ain ~~public~~the ~~company~~future to finance our current projects or to finance subsequent projects that we decide to undertake. If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our shares of common stock to fund our business operations. If we issue additional shares of common stock or securities convertible into shares of our common stock, your percentage interest in us could become diluted.

~~Our~~We ~~officers~~have ~~and~~the ~~directors~~right ~~have~~to ~~limited~~issue ~~experience~~additional ~~managing~~common astock ~~public~~and ~~company.~~preferred ~~Consequently,~~stock wewithout ~~may~~the ~~not~~consent beof ~~able~~stockholders. toThis ~~raise~~would ~~any~~have ~~funds~~the oreffect ~~run~~of ~~our~~diluting ~~public company successfully. Our executive~~investors’s ~~officer’s~~ownership and ~~director’s lack of experience of managing a public company~~ could ~~cause~~decrease ~~you~~the tovalue ~~lose some or all~~ of ~~your~~their investment.

~~Risks~~We ~~Related~~have toadditional ~~the~~authorized ~~Market~~but unissued shares of our common stock that we may issue for any purpose without the consent or vote of our stockholders ~~Stock~~that would dilute stockholders’ percentage ownership of our company.

WeIn ~~will~~addition, ~~likely~~our ~~conduct~~certificate ~~further~~of ~~offerings~~incorporation authorizes the issuance of ~~our~~shares ~~equity~~of ~~securities~~preferred instock and/or the ~~future~~conversion of existing outstanding preferred stock into common stock, inthe ~~which~~rights, ~~case~~preferences, ~~your~~designations, ~~proportionate~~and ~~interest~~limitations of which may ~~become~~be ~~diluted~~set by the Board of Directors. Our certificate of incorporation has authorized the issuance of up to 3,000,000,000 shares of common stock, par value $0.01 per share, and up to 25,000,000 shares of preferred stock, par value $0.001 per share, at the discretion of our Board.

WeThe ~~will~~shares ~~likely~~of beauthorized ~~required~~but tounissued ~~conduct~~preferred ~~equity~~stock ~~offerings~~may inbe ~~the~~issued ~~future~~upon toBoard ~~finance~~of ~~our~~Directors ~~current~~approval; ~~projects~~no orfurther tostockholder ~~finance~~action ~~subsequent~~is ~~projects that we decide to undertake~~required. If ~~our common stock shares are~~ issued, inthe ~~return~~rights, ~~for~~preferences, ~~additional funds~~designations, ~~the~~and ~~price~~limitations ~~per~~of ~~share~~such ~~could~~preferred bestock ~~lower~~would ~~than that~~be ~~paid~~set by our ~~current~~Board ~~shareholders.~~and Wecould ~~anticipate continuing~~ operate to ~~rely~~the ondisadvantage ~~equity sales~~ of ~~our~~the ~~shares~~outstanding of common stock ~~in order to fund our business operations~~. IfSuch weterms ~~issue~~could ~~additional~~include, ~~shares~~among ofothers, ~~common~~preferences ~~stock~~as orto ~~securities~~dividends ~~convertible~~and ~~into shares of our common stock, your~~distributions ~~percentage~~on ~~interest in us could become diluted~~liquidation.

We have the right to issue additional common stock and preferred stock without consent of stockholders. This would have the effect of diluting investors’ ownership and could decrease the value of their investment.14

WeThe ~~have~~market ~~additional~~price ~~authorized, but unissued shares~~ of our common stock ~~that~~is ~~may~~likely to be ~~issued~~highly byvolatile usand ~~for~~could ~~any~~fluctuate ~~purpose~~widely ~~without~~in ~~the~~price ~~consent~~in orresponse ~~vote of~~to ~~our~~several ~~stockholders~~factors, many ~~that~~of ~~would~~which ~~dilute~~are ~~stockholders’~~beyond ~~percentage ownership of~~ our ~~company~~control.

InOur ~~addition, our certificate of incorporation authorizes the issuance of shares of preferred~~ stock ~~and/or~~price ~~the~~is ~~conversion~~subject of existing outstanding preferred stock into common stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up 3,000,000,000 shares of common stock, par value $0.01 per share, and up to ~~25,000,000~~several ~~shares of preferred stock~~factors, ~~par value $0.001 per share, in the discretion of our Board.~~including:

~~The shares~~● ofTechnological ~~authorized~~innovations ~~but~~or ~~unissued~~new ~~preferred~~products ~~stock~~and ~~may~~services beby ~~issued~~us ~~upon~~or ~~Board~~our competitors; ● Government regulation of ~~Directors~~our ~~approval~~products and services; no● ~~further~~The ~~stockholder~~establishment ~~action~~of ispartnerships ~~required. If~~with ~~issued,~~other ~~the~~ethical ~~rights,~~web ~~preferences,~~companies; ~~designations~~● ~~and~~Intellectual ~~limitations~~property disputes; ● Additions or departures of ~~such~~key ~~preferred~~personnel; ● Sales of our common stock; ~~would~~● beMost ~~set~~Favored byNation protection of one of our ~~Board~~preferred ~~and~~equity investors, which could ~~operate~~ limit our ability to ~~the~~raise ~~disadvantage~~money ofat ~~the~~reasonable ~~outstanding~~market ~~common~~prices; ~~stock.~~● ~~Such~~Our ~~terms~~ability ~~could~~to ~~include~~integrate operations, ~~among~~technology, ~~others~~products, ~~preferences~~and asservices; ● Our ability to ~~dividends~~execute our business plan; ● Operating results below or exceeding expectations ● Whether we achieve profits or not, ● Loss or addition of any strategic relationship; ● Industry developments; ● Economic and ~~distributions on~~other ~~liquidation~~external factors; and ● Period-to-period fluctuations in our financial results.

~~The~~Our ~~market~~stock price may fluctuate widely because of ~~our~~any ~~common~~of ~~stock~~the isabove. ~~likely~~In toaddition, bethe ~~highly~~securities ~~volatile~~markets ~~and~~have, ~~could~~from ~~fluctuate~~time ~~widely~~to intime, experienced significant price inand ~~response~~volume fluctuations that are unrelated to ~~various~~the ~~factors, many~~operating performance of ~~which~~companies. ~~are~~These ~~beyond~~market fluctuations may also materially and adversely affect the market price of our ~~control~~common stock.

Our stock price is subject to a number of factors, including:

● Technological innovations or new products and services by us or our competitors; ● Government regulation of our products and services; ● The establishment of partnerships with other ethical web companies; ● Intellectual property disputes; ● Additions or departures of key personnel; ● Sales of our common stock; ● Our ability to integrate operations, technology, products and services; ● Our ability to execute our business plan; ● Operating results below or exceeding expectations ● Whether we achieve profits or not; ● Loss or addition of any strategic relationship; ● Industry developments; ● Economic and other external factors; and ● Period-to-period fluctuations in our financial results.

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Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Because we are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

The Securities and Exchange Commission has adopted regulations ~~which~~that ~~generally~~ define “penny stock” to be any listed, trading equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with the current bid and offer quotations for the penny stock, the compensation of the broker-dealer ~~and~~ and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules ~~generally~~ require that prior to a transaction in a penny stock, the broker-dealer ~~make~~makes a special written determination that the penny stock is a suitable investment for the purchaser and ~~receive~~receives the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary ~~market~~ market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to to liquidate such securities.

We do not expect to pay dividends ~~in the foreseeable future~~soon. Any return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends on our common stock ~~in the foreseeable future~~soon. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will occur only if our stock price appreciates.

General Risks

We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, the absence of any meaningful operating history, lack of fully-developed or commercialized products, insufficient capital, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of manufacturing and marketing ~~experience~~expertise, need to rely on third parties for the development and commercialization of our existing and proposed products, a competitive environment characterized by well-established and well-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our proposed business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.15

20We may not be successful in carrying out our business objectives. The revenue and income potential of our proposed business and operations are unproven, as the lack of operating history makes it difficult to evaluate the prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no history of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan or, if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

~~Table~~We are an “emerging growth company,” and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make shares of ~~Contents~~our common stock less attractive to investors.

We are an “emerging growth company” and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make shares of our common stock less attractive to investors.

We are an “emergency growth company,” as defined in Section 2(a) of the Securities Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Investors could find our shares less attractive if we choose to rely on these exemptions. If some investors find our shares less ~~attractive~~appealing asbecause ~~a result~~ of any choice to reduce future disclosure, there may be a less active trading market for our shares, and our share price may be more volatile.

For as long as we are an “emerging growth company,” our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.

If we identify material weaknesses in our internal control over financial reporting, or if we are unable to comply with the requirements of of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when and if required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities could be negatively affected,. ~~and~~We ~~the we~~ could become subject to investigations by the stock exchange on which our securities ~~are~~ are listed, if any, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Additionally, we are a “smaller reporting company” as defined in Item 10(f) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our shares com common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30^th, or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible.

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to as the Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act), the rules of the marketplace we ~~area~~are on, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly and increase demand on our systems and resources, ~~particularly~~mainly after we are no longer a “smaller reporting company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. InTo ~~order to~~ maintain and, ~~if required,~~ improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.16

21In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. Suppose our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice. In that case, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

~~Table~~As a ofsmaller ~~Contents~~reporting company, we are exempt from specific disclosure requirements, which could make our Common Stock less attractive to potential investors.

As a smaller reporting company we are exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

● ~~had~~Had a public float of less than $250 million as of the last business day of our most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of our voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or ● inIn the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of our common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or ● inIn the case of an issuer whose public float, as calculated under paragraph (1) or (2) of this definition, was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements;, and we need not ~~provide~~give the table of selected financial data. We ~~also~~ also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

If securities or industry analysts do not publish research or reports about our business, or publish ~~negative~~adverse reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price ~~would~~will ~~likely~~ decline. If one or more of these analysts cease coverage of us or fail to ~~regularly~~ publish reports on us regularly, we could lose visibility in the financial markets, which could cause our share price or trading ~~volume~~ volume to decline.

Foreign currency exchange rates may adversely affect our financial results.

Sales and purchases in currencies other than the United States dollar expose us to fluctuations in foreign currencies relative to the United States dollar and may adversely affect our financial results. Increased strength of the United States dollar ~~increases~~rises the effective ~~price~~ price of our products sold in United States dollars ~~into~~in other countries, which may require us to lower its prices or adversely affect ~~sales~~ sales to the extent we do not increase local currency prices. ~~Decreased~~The decreased strength of the United States dollar could adversely affect the cost of ~~materials,~~ products and services we purchase from non-United States -denominated locations. Sales and expenses of our non-United States businesses are also translated into United States dollars for SEC reporting purposes. ~~and~~The ~~the~~ strengthening or weakening of the United States dollar could result in unfavorable translation effects. We also face exchange rate risk from our investments in subsidiaries owned and operated in foreign countries.

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Current economic and political conditions make tax rules in any jurisdiction subject to significant change.

We are subject to income taxes as well as non-income -based taxes, in both the U.S. and ~~ultimately~~ various jurisdictions outside the U.S. where we intend to operate. We cannot predict the overall impact that changes or revisions to any such tax laws and regulations, whether in in the United States or in jurisdictions outside the United States, may have on our business. We may be subject to ongoing tax audits in various jurisdictions, and the tax authorities conducting such audits may disagree with certain taxation positions we have taken and assess additional taxes. Although we intend to regularly assess the likely outcomes of these audits ~~in order~~ to determine the appropriateness of our tax obligations, there can be no assurance that we will accurately predict the ~~outcomes~~consequences of these audits, and the actual outcomes of these audits could have a material adverse effect on our financial condition and business operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY

In today’s digital landscape, cybersecurity is a critical component of our business operations. We are committed to safeguarding information systems, data, and technology infrastructure from potential cyber threats, unauthorized access, and data loss. We have implemented robust policies, procedures, and security measures to mitigate risks, ensure compliance with applicable laws and regulations, and maintain the trust of our stakeholders.

We actively monitor and adapt to the evolving cybersecurity landscape through continuous assessment. Despite these efforts, the potential for breaches, attacks, or system failures remains a risk, which could lead to service disruptions, financial losses, legal liabilities, or reputational harm. We will continue to prioritize investments in cybersecurity to enhance our defenses and resiliency against emerging threats.

In all known cases to date, the company’s systems and protocols have successfully detected and mitigated these attempts with no impact on operations or data integrity.

ITEM 2. PROPERTIES.

~~We own no property~~None.

The Company rents on a month-to-month basis virtual space at 21 West 46th St, New York, NY 10036. The monthly rate is $200. This lease is exempt from ASC 842 lease accounting due to its short term.

ITEM 3. LEGAL PROCEEDINGS.

We may, from time to time, be involved in various claims and legal proceedings of a nature we believe are ~~normal~~usual and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury ~~cause~~caused by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, ~~diversion~~ diversion of management resources, and other factors.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The Company’s Common Stock is quoted on the OTCQB under the symbol “BBLR.” ~~The OTCQB is operated by~~ OTC Markets Group, Inc., an electronic inter-dealer quotation medium for equity securities;, operates the OTCQB. The market for the Company’s Common Stock is limited, volatile, and sporadic. ~~and~~The ~~the~~ price of the Company’s Common Stock could be subject to wide fluctuations in response to quarterly variations in operating results, news announcements, trading volume, sales of Common Stock by officers, directors, and principal shareholders of the Company, general market trends, changes in the supply and demand for the Company’s shares, and other factors. The following ~~table~~ table sets forth the high and low sales prices for each quarter relating to the Company’s Common Stock for the last two fiscal years. These quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions, and may not reflect actual transactions.

Fiscal 2023	High		Low
Fiscal 2024	High		Low
First Quarter(1)	$	0.400	$	0.120
First Quarter (1)	$	0.1000	$	0.0251
Second Quarter (1)	$	0.~~198~~0395	$	0.~~095~~0170
Third Quarter(1)	$	0.150	$	0.033
Third Quarter (1)	$	0.1000	$	0.0173
Fourth Quarter (1)	$	0.~~113~~0600	$	0.~~030~~0220

Fiscal 2022	High		Low
Fiscal 2023	High		Low
First Quarter(1)	$	1.820	$	0.300
First Quarter (1)	$	0.4000	$	0.1201
Second Quarter(1)	$	0.420	$	0.180
Second Quarter (1)	$	0.1980	$	0.0951
Third Quarter(1)	$	0.295	$	0.160
Third Quarter (1)	$	0.1500	$	0.0330
Fourth Quarter (1)	$	0.~~270~~1130	$	0.~~101~~0300

(1) This represents the closing bid information for the stock on the OTCQB. The bid and ask quotations represent prices between dealers and do not include retail markup, markdown, or commission. They do not represent actual transactions and have not been adjusted for stock dividends or splits.

The Securities and Exchange Commission has adopted Rule 15g-9, which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable ~~for~~ for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of ~~transactions~~ transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. ~~Disclosure~~The disclosure also ~~has~~must to be made about the risks of investing in penny stocks in both public offerings and in ~~secondary~~ secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities , and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements ~~have~~ to must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Shareholders should be aware that, according to SEC Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker -dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.

Our management is aware of the abuses that have occurred historically in the penny stock market.

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Holders

As of March 1931, ~~2024~~2025, we had ~~159~~165,~~690~~860,~~447~~597 shares of our common stock outstanding, and there were approximately 24,~~400~~800 stockholders of record of our common stock. There were ~~903~~823 shares of preferred stock outstanding as of the same date, and two shareholders held the shares.

Common Stock

Our authorized common stock consists of 3,000,000,000 shares of common stock with a par value of $0.01 per share. As of March 1931, ~~2024~~2025, ~~159~~165,~~690~~860,~~447~~597 shares of our common stock were issued and outstanding.

Preferred Stock

Our authorized preferred stock consists of 25,000,000 shares of preferred stock with a par value of $0.001 per share. As of March 1931, ~~2024~~2025, ~~903~~823 shares of our ~~preferred~~Series ~~stock~~C Convertible Preferred Stock were issued and outstanding.

Special 2019 Series A Preferred Stock

We have a designated class of preferred stock known as Special 2019 Series A Preferred Stock. The holders of Special 2019 Series A Preferred Stock are entitled to vote 60% of all votes (including, but not limited to, Common Stock, and Preferred Stock (including on an as converted basis)) entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration.

On September 6, 2022, we entered into an agreement with Bubblr Limited and Mr. Morris to add £52,088 ($60,000) to the principal of a loan in exchange for Mr. Morris canceling his Special 2019 Series A Preferred Stock, which has super voting rights. As of September 6, 2022, there are no outstanding shares of Special 2019 Series A Preferred Stock.

Series C Convertible Preferred Stock

On March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established Two Thousand (2,000) shares of the Company’s Series C Convertible Preferred Stock, having such designations, rights, and preferences as set forth therein.

Below is a summary description of the material rights, designations, and preferences of the Series C Convertible Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).

The Company has the right to redeem the Series C Convertible Preferred Stock, in accordance with the following schedule:

● If all of the Series C Convertible Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends.

	●	If all of the Series C Convertible Preferred Stocks are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends.

	●	If all of the Series C Convertible Preferred Stocks are redeemed after ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and

● If all of the Series C Convertible Preferred Stock are redeemed after ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and

The Stated Value of the Series C Convertible Preferred Stock is $1,200 per share.

~~The~~When allowed by Wyoming law, the Company shall pay a dividend of eight percent (8%) per annum on the Series C Convertible Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Series C Convertible Preferred Stock. ~~Dividend~~The dividend shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether ~~or not~~ earned or declared, and whether ~~or not~~ there are profits, surplus , or other funds of the Company legally available for the payment of dividends.

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The Series C Convertible Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).

Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such ~~share~~shares by the Conversion Price (as set forth in the Certificate of Designation).

~~There are also Purchase Rights and Most Favored Nation Provisions.~~ 20

AsThere ofare ~~March~~also ~~19,~~Purchase ~~2024,~~Rights ~~there~~and ~~were~~Most ~~903~~Favored ~~outstanding~~Nation ~~shares~~Provisions in favor of the holders of our Series C ~~Convertible~~ Preferred Stock ~~outstanding~~.

~~Options~~As ~~and~~of ~~Warrants~~March 31, 2025, there were 823 outstanding shares of Series C Convertible Preferred Stock outstanding.

~~On March 4, 2022, we issued warrants to purchase 941,599 shares of common stock at an exercise price of $0.3404 per share.~~ Warrants

On March 94, 2022, wethe Company issued warrants to purchase ~~472,923~~75% of the number of shares of common stock atissuable anupon ~~exercise~~conversion ~~price~~ of $0the Series C Convertible Preferred Stock.~~3404~~ ~~per~~The ~~share~~Company has agreed to register shares of common stock pursuant to the conversion of the Series C Convertible Preferred Stock and the Warrant Shares. There was no warrant activity during the years 2024 and 2023.

OnThe ~~April~~following ~~25,~~table ~~2022,~~summarizes weinformation ~~issued~~relating ~~warrants~~ to ~~purchase~~outstanding ~~562,149~~and ~~shares~~exercisable ofwarrants ~~common~~as ~~stock at an exercise price~~ of ~~$0.3505~~December ~~per~~31, ~~share.~~ 2024:

On May 25, 2022, we issued warrants to purchase 281,074 shares of common stock at an exercise price of $0.2170 per share.

Warrants Outstanding						Warrants Exercisable
Number of		Weighted Average Remaining Contractual life		Weighted Average		Number of		Weighted Average
Warrants		(in years)		Exercise Price		Shares		Exercise Price
	941,599		0.80		0.34		941,599		0.34
	472,205		0.40		0.34		472,205		0.34
	562,149		0.50		0.35		562,149		0.35
	281,074		0.26		0.22		281,074		0.22
	281,074		0.27		0.22		281,074		0.22
	2,538,101		2.23		0.32		2,538,101		0.32

OnAs ~~June~~of 25December 31, ~~2022~~2024, wethe ~~issued~~remaining ~~warrants~~life toof ~~purchase~~the ~~281,074~~outstanding ~~shares~~and ofexercisable ~~common~~warrants ~~stock~~is attwo anand ~~exercise~~a ~~price~~half ~~of $0~~years.~~2236~~ ~~per share.~~

AAs ~~summary~~ of ~~activity~~December ~~during~~31, 2024, the ~~year~~intrinsic ~~ended~~value ~~December~~of ~~31,~~the ~~2023,~~warrants is $0, as ~~follows:~~the price of the Company’s stock was below the warrant exercise price.

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2021		-	$	-		-
Granted		2,358,101		0.32		4.27
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, December 31, 2022		2,358,101	$	0.32		4.27
Granted		-		-		-
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, December 31, 2023		2,358,101		0.32		3.27
Exercisable, December 31, 2023		2,538,101	$	0.32		3.27

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The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2023:

Warrants Outstanding						Warrants Exercisable
Number of		Weighted Average Remaining Contractual life		Weighted Average		Number of		Weighted Average
Warrants		(in years)		Exercise Price		Shares		Exercise Price
	941,599		3.18		0.34		941,599		0.34
	472,205		3.19		0.34		472,205		0.34
	562,149		3.32		0.35		562,149		0.35
	281,074		3.40		0.22		281,074		0.22
	281,074		3.48		0.22		281,074		0.22
	2,538,101		3.27		0.32		5,538,101		0.32

As of December 31, 2023, the intrinsic value of the warrants is $0, as the price of the Company’s stock was below the warrant exercise price.

Debt Securities

In January 2021 the Company commenced an offering for a convertible promissory note. The offering closed June 30, 2021. Funds raised during the six months ended June 30, 2021 was $2,112,150, less an original issuance discount of $104,572. The notes matured after eighteen (18) months from issue or on the following events:

Mandatory Conversion. Upon sixty (60) days from the date the Company files a registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.

Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes.

Interest accrual and debt discount amortization commenced July 1, 2021 upon the closing of the convertible promissory note offering.

In November 2021 the Company commenced an offering for a convertible promissory note. The offering closed November 30, 2021. Funds raised as of November 30, 2021 was $175,630. The notes matured after eighteen (18) months from issue or on the following events:

Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.

Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes.

Interest accrual commenced December 1, 2021 upon the closing of the convertible promissory note offering.

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On September 1, 2022, the note holders of the convertible promissory notes issued June 30, 2021 and November 30, 2021 passed, by a majority an amendment to Section 6 of the notes. After the amendment, Section 6 of each of the notes read as follows:

Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $1.15 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.

On December 15, 2022, the note holders of the convertible promissory notes issued June 30, 2021 and November 30, 2021 passed, by a majority another amendment to Section 6 of the notes. After the amendment, Section 6 of each of the notes now read as follows:

Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.”

On December 15, 2022, the note holders of the convertible promissory note issued June 30, 2021 and November 30, 2021 issued to the Company their request to convert the promissory notes held, plus any accrued interest to common shares. As a result, the Company issued 4,076, 096 common shares for total note and interest conversion of $2,353,048.

Dividends

The Company has not declared any cash dividends on Common Stock since inception and does not anticipate paying any cash dividends ~~in the foreseeable future~~soon. The payment of cash dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant factors.

Notwithstanding the foregoing, so long as any Series C Convertible Preferred Stock shall remain outstanding, the Company shall not pay or declare any dividend unless each holder of Series C Convertible Preferred Stock shall be entitled to receive, dividends on shares of Preferred Stock equal to (on an as-if-converted-to- Common-Stock basis) and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

The Company is required to pay a dividend of eight percent (8%) per annum on the Series C Convertible Preferred Stock when such payments are allowed by Wyoming law. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Series C Convertible Preferred Stock. ~~Dividend~~The dividend shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether ~~or not~~ earned or declared, and whether ~~or not~~ there are profits, surplus, or other funds of the Company legally available for the payment of dividends.

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Equity Compensation Plans

IfThe ~~the~~2022 ~~participant~~Equity isIncentive ~~terminated,~~Plan ~~the~~aims ~~participant~~to ~~will~~foster ~~forfeit~~and ~~non~~promote our long-~~vested~~term ~~Restricted~~financial ~~Stock~~success ~~Units~~and ~~awarded~~increase stockholder value by motivating performance through incentive compensation. The 2022 Equity Incentive Plan is intended to ~~date~~encourage participants to acquire and maintain ownership interests in our company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of our business is dependent.

~~During~~The ~~the year ended December 31, 2022, the~~ Company ~~issued~~may ~~pursuant~~grant torestricted ~~the~~stock ~~2022~~units ~~Equity~~or ~~Incentive~~stock ~~Plan,~~options afor ~~total~~purchasing ofour ~~8,400,000 shares of~~ common stock. toThe ~~two~~terms ~~Company~~of ~~executives~~the ~~as restricted~~ stock ~~units~~option ~~pursuant~~grants toare ~~their~~determined by ~~employment~~our ~~agreements.~~Board Onof ~~January~~Directors ~~31,~~and ~~2023,~~consistent ~~the~~with ~~executives forfeited~~our ~~the~~2022 ~~award~~Equity ofIncentive ~~8,400,000~~Plan. ~~shares~~The ofterms ~~common~~for stock ~~upon~~options ~~termination~~are ten years.

~~The~~If ~~shares~~the ~~were~~participant ~~valued~~is ~~at $2~~terminated,~~259,600,~~ ~~based on~~ the ~~market~~participant ~~price~~will offorfeit ~~the common stock on the respective dates of the agreements, which was $0.269 per share and amortized over their two~~non-~~year~~vested ~~vesting~~Stock ~~period~~Units onawarded ato ~~straight-line basis~~date. ~~During~~After ~~the year ended December 31~~termination, ~~2022,~~ the ~~Company~~participant has ~~recorded~~ninety ~~stock-based~~days ~~compensation~~to ofexercise ~~$659,052 and had unamortized deferred~~ stock ~~compensation~~options ofbefore ~~$1,600,548~~they ~~as of December 31, 2022~~expire.

During the year ended December 31, 2023, the Company granted options for purchasing our Common stock to certain employees and non-employees as consideration for services rendered. ~~The~~Two ~~terms~~participants ~~of the stock option grants are determined by our Board of Directors consistent~~ with ~~our~~ ~~2022~~long-term ~~Equity~~service ~~Incentive~~received ~~Plan,~~stock ~~which~~options ~~the~~that ~~Board~~vested ~~adopted~~100% on ~~May~~the ~~22, 2022~~Grant Date. ~~Our~~Three participants received stock ~~option~~options ~~grant~~under our general policy, isvesting ~~options vest~~ 40% on the Grant Date, which is 90 days after commencement of service, and the remaining options vest monthly over two years ~~and has a maximum term of ten years~~. ~~Two executives with long-term service over two years and nine months were 100% vested on the Grant Date.~~

During the year ended December 31, 2024, the Company granted options for purchasing our Common stock to certain employees and non-employees as consideration for services rendered. Two participants received stock options that vested 100% on the Grant Date. One participant received stock options under our general policy, vesting 40% on the Grant Date, and the remaining options vest monthly over two years.

The following table summarizes the stock options activity for the year ended December 31, 2024, and 2023:

	Number of Shares
	2024			2023
Outstanding at the beginning of the year
Granted		14,400,000			-
Exercised		10,200,000			14,400,000
Forfeited		(1,848,000	)		-
Expired\Cancelled		(5,372,000	)		-
Outstanding at the end of the year		17,380,000			14,400,000
Exercisable		15,649,000			10,032,000
Weighted-average Exercise Price	$	0.0937		$	0.0156

Recent Sales of Unregistered Securities

In the two years preceding the filing of this annual report, we have issued and sold the following securities that were not registered under the Securities Act of 1933, as amended:

OnYear ~~February~~ended 2,December ~~2022~~31, ~~we issued 103,000 shares of common stock to White Lion Capital LLC for an equity incentive.~~2023

~~On February~~● 231, ~~2022~~455,784 weshares ~~issued~~for ~~147~~Investor Relations valued at $285,~~960~~338 ● 625,000 shares offor ~~common~~Consulting ~~stock~~Services valued at $100,000 ● 500,000 shares for Professional Services valued at $65,000 ● 311,159 shares for Series C Preference Share Dividends valued at $43,805. ● 2,489,186 shares for Loan Resolution Agreement valued at $821,431

OnYear ~~March~~ended 4,December ~~2022~~31, ~~we issued 587,039 shares of common stock for an Equity incentive to GHS Investments, LLC.~~2024

~~On March~~● 17200,000 ~~2022, we issued 19,250~~ shares ~~of common stock~~ for ~~investor~~Advisory ~~relations~~Board services, asvalued ~~per~~at ~~the contract signed on July 1~~$10, ~~2021~~000.

~~On March~~ 22, 2022, we issued 103,000 shares of common stock in connection with a Termination and Release Agreement that terminated the Common Stock Purchase Agreement and Registration Rights Agreement with White Lion Capital LLC.

InThe ~~March~~offers, ~~2022~~sales, weand issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Regulation S, Section 4. (a) (2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued ~~503~~in ~~Series~~these Ctransactions. ~~Convertible~~Each ~~Preferred~~recipient ~~Stock~~of ~~shares~~securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business, or other relationships, to information about us.

On April 21, 2022, we issued 200 Series C Convertible Preferred Stock shares.

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On May 1, 2022, we issued 21,807 shares of common stock for investor relations services, as per the contract signed on March 25, 2021.

On May 25, 2022, we issued 100 Series C Convertible Preferred Stock shares.

On June 24, 2022, we issued 26,022 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2021.

On June 24, 2022, we issued 7,597,244 shares of common stock in connection with Consultancy as per the contract signed on June 15, 2019.

On June 24, 2022, we issued 100 Series C Convertible Preferred Stock shares.

On July 29, 2022, we issued 29,045 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2021

On August 23, 2022, we issued 33,333 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2021

On September 2, 2022, we issued 345,220 shares of common stock as compensation 345,220 shares as compensation for a loan waiver under the Series C Convertible Preferred Stock share purchase agreement.

On September 2, 2022, we issued 34,146 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2021

On October 20, 2022, we issued 36,939 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2021

On November 28, 2022, we issued 175,000 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2021

On December 15, 2022, we issued 4,706,096 shares of common stock as per the voluntary conversion of promissory notes issued on June 30, 2021, and November 5, 2021

On December 21, 2022, we issued 166,799 shares of common stock as payment of dividend of Series C Convertible Preferred Stock, declared September 30, 2022

On December 21, 2022, we issued 41,322 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2022

On January 23, 2023, we issued 58,091 shares of common stock for Investor Relation services, as per the contract signed on March 25, 2022

On February 24, 2023, 46,574 shares of common stock valued at $7,000 were issued to a consultant for investor relation services, as per the contract signed on March 25, 2022

On February 24, 2023, we issued 1,000,000 shares of common stock for Investor Relation services, as per the contract signed February 14, 2023

On February 24, 2023, we issued 312,500 shares of common stock for Investor Relation services, as per the contract signed on February 23, 2023

On June 16, 2023, we issued 500,000 shares of common stock for Legal services, as per the contract signed on June 14, 2023.

On June 16, 2023, we issued 127,483 shares of common stock for Series C Convertible Preferred Stock Dividends.

On August 2, 2023, we issued 312,500 shares of common stock for Investor Relation services, as per the contract signed on February 23, 2023

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On December 27, 2023, we issued 2,489,186 shares of common stock for a Loan Resolution Agreement, as signed December 27, 2023

The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Regulation S, Section 4.(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each recipient of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business, or other relationships, to information about us.

ITEM 6. [RESERVED].

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion ~~includes~~contains forward-looking statements based ~~upon~~on current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements asbecause ~~a result~~ of a number of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of of this Annual Report on Form 10-K.

Results of Operation for Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

Revenues

	Year Ended December 31,
	2023		2022		Change
	2024		2023		Change
Sales	$	25,~~620~~349	$	-2,620	$	2,~~620~~729	~~100~~104	%
Total revenue	$	25,~~620~~349	$	-2,620	$	2,~~620~~729	~~100~~104	%

InRevenues ~~2023~~were $5,349 ~~revenues~~and ~~were~~ $2,620. Wein ~~did~~2024 ~~not~~and ~~achieve~~2023, ~~revenues from operations in 2022~~respectively. We will not achieve higher revenues unless we can develop, market, support, and deliver our products and service offerings. There can be no assurances that we can achieve significant revenues despite our efforts.

Operating Expenses

Our operations for the year ended December 31, ~~2023~~2024, and ~~2022~~2023 are outlined below:

	Year Ended December 31,
	2023		2022		Change			%
	2024		2023		Change			%
General and administrative	$	1613,~~859,969~~930	$	~~736~~1,~~775~~859,969	$	(1,~~123~~246,~~194~~039	)		~~152~~(67	%)
Professional Fees		~~288~~116,~~176~~959		2288,~~879,759~~106		(2171,~~591,653~~147	)		(9059	%)
Sales and marketing		~~514~~24,~~911~~486		~~198~~514,~~455~~911		~~316~~(490,~~456~~425	)		~~159~~(95	%)
Amortization and depreciation		~~197~~472,~~322~~764		~~387~~197,~~302~~322		~~(189~~275,~~980~~442	)		~~(49~~140	%)
Research and development		6155,~~106~~273		9461,~~645~~106		(335,~~539~~833	)		(3510	%)
Total operating expense	$	21,~~921~~283,~~414~~412	$	42,~~296~~921,~~936~~414	$	(1,~~375~~638,~~522~~002	)		(3256	%)

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General and administrative

General and administrative expenses consist primarily of compensation and costs associated with non-specific costs of running the business. These include, but are not limited to, salaries and wages, office costs, computer software, and telecoms. The decrease in general and administrative costs was primarily due to reduced compensation costs because of terminations in 2024 and fewer stock options issued in 2024.

~~The increase in general and administrative costs was primarily due to accrued compensation, stock options, and director fees for new executives, offset by the forfeiture of restricted stock units.~~23

Professional fees

Professional fees consist of costs concerning legal, accounting, and consulting services. The decrease in professional fees was primarily due to lower legal expenses in 2024.

The decrease in professional fees was primarily due to issuing shares of common stock valued at $1,993,081 in 2022 for consulting services.

Sales and marketing

Sales and marketing costs are costs incurred for investor relations, advertising, marketing, press releases, and public relations. The cost decrease is due to reducing investor relations services and marketing in 2024.

The cost increase is primarily due to new investor relations services contracts paid for by issuing shares of common stock.

Amortization and depreciation

Amortization and depreciation costs are primarily from the amortization of patents and intellectual property. Most of the patents and intellectual property are held in the UK subsidiary, Bubblr Ltd. The increase in costs is primarily due to an adjustment to the amortization of intellectual property.

The reduction in costs is primarily due to lower amortization of Intellectual Property as IP added in 2016 of $1.68m (£1.3m) is fully amortized.

Research and Development

The costs incurred concerning the research and development of the Company’s platform and products include costs associated with development contractors, staff and specialist software for product development and deployments.

Other Income (Expenses)

Our other income for the year ended December 31, ~~2023~~2024, and ~~2022~~2023 are outlined below:

	December 31,
	2023			2022			Change
	2024			2023			Change
Other income	$	7114,~~975~~192		$	~~142~~71,~~212~~975		$	(7057,~~237~~783	)	(4980	%)
Interest income		~~104~~-			~~1,553~~104			(~~1,449~~104	)	(93100	%)
Interest expense		(136,~~476~~242	)		(~~575~~13,~~777~~476	)		~~562~~7,~~301~~234	)	(98	%)
Gain on change in fair value of warrant derivative liability		159,363			494,753			(335,390	)	(68	%)
Disposal and impairment of fixed assets		(48,133	)		-			(48,133	)	100	%
Foreign currency transaction (gain) loss		50,178			(191,454	)		241,632		(126	%)
Gain on change in fair value of warrant derivative liability		6,652			159,363			(152,711	)	(96	%)
Total other income (expense)	$	268,144		$	(128,713	)	$	396,857		(308	%)
Foreign currency transaction (gain) loss		(141	)		50,178			50,319		(100	%)
Total other income (expense)	$	(33,672		$	268,144		$	(301,816	)	(113	%)

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Other Income

Other income consists primarily of R&D tax credits of $~~78,497~~0 and $~~142~~78,~~212~~497 in ~~2023~~2024 and ~~2022~~2023, respectively.

Interest Income

The Company earns interest income from its cash reserves~~, which decreased during the year~~.

Interest Expense

Interest expense consists primarily of interest the Company ~~has~~must to pay on its borrowings, ~~vehicle financing,~~ and ~~convertible~~vehicle ~~notes~~financing.

The decrease in interest expense during the year ended December 31, ~~2023~~2024, as compared to ~~2022~~2023, is due to selling the ~~Company~~vehicle ~~converting its convertible notes issued~~ in ~~2021.~~February ~~On December 15, 2022, noteholders approved a second amendment to the convertible notes for the conversion price to be reduced to $0~~2024.50 from $1.15 and immediately elected to voluntarily request that their notes be converted to common shares at a conversion rate of $0.50. As a result, the company issued 4,706,096 shares of common shares.

Gain on change in fair value of warrant derivative liability.

The Company analyzed the warrants issued concerning the Series C Convertible Preferred Stock for derivative accounting consideration under ASC 815, Derivatives and Hedging. ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense items.

~~For~~The market price of the ~~year~~common ~~ended~~stock has decreased from the initial award of warrants in the period ending March 31, 2022. If the warrants were exercised on December 31, ~~2023~~2024, at their respective exercise price determined at issue, the ~~estimated~~Company ~~fair~~would ~~values~~realize ofa gain due to the ~~warrant~~difference ~~liabilities~~between ~~measured~~the cash received on aconversion ~~recurring~~and ~~basis~~the ~~are~~issue ascost ~~follows:~~to the Company of $0.033 per share, the fair value market price of the common stock on December 31, 2024.

	Year Ended
	December 31, 2023
Expected term		1.59 - 2.50 years
Expected average volatility		177 - 220%
Expected dividend yield		8.33%
Risk-free interest rate		1.50 – 5.46%

The following table summarizes the changes in the warrant liabilities during the period ended December 31, 2023:

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Warrant liability as of December 31, 2021	$	-
Addition of new warrant liabilities		721,275
Day-one loss		(28,043	)
Change in fair value of warrant liability		(494,753	)
Warrant liability as of December 31, 2022		198,479
Addition of new warrant liabilities		-
Change in fair value of warrant liability		(159,363	)
Warrant liability as of December 31, 2023	$	39,116

The market price of the common stock has decreased from the initial award of warrants in the period ending March 31, 2022. If the warrants were exercised on December 31, 2023, at their respective exercise price determined at issue, the Company would realize a gain due to the difference between the cash received on conversion and the issue cost to the Company of $0.033 per share, the fair value market price of the common stock at December 31, 2023.

Net Loss

We finished the year ended December 31, ~~2023~~2024, with a net loss of $21,~~650~~313,~~650~~026 as compared to a loss of $42,~~425~~650,~~649~~650 during the year ended December 31, ~~2022~~2023.

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Liquidity and Capital Resources

Working Capital

The following table provides selected financial data about our company as of December 31, ~~2023~~2024, and ~~2022~~2023.

	December 31,
	2023			2022			Change
	2024			2023			Change
Current Assets	$	9544,~~171~~907		$	4295,~~417~~171		$	52(50,~~754~~264	)	~~124~~(53	)%
Current Liabilities		12,~~487~~045,~~471~~276		$	~~595~~1,~~856~~487,471		$	~~891~~557,~~615~~805		~~150~~38	%
Working Capital Deficit	$	(12,~~392~~000,~~300~~369	)	$	(~~553~~1,~~439~~392,300	)	$	(~~838~~608,~~861~~069	)	~~152~~44	%

Current Assets

Current assets consist of cash and other receivables.

The decrease in current assets was primarily due to a ~~decrease~~reduction in ~~cash~~other receivables.

Current Liabilities

Current Liabilities consist of accounts payable, and accrued liabilities~~, and loans~~.

The increase in current liabilities was primarily due to ~~increases~~a decrease of $~~141~~52,~~817~~590 in accounts payable, and an increase of $90121,000 in accrued director fees, $~~519~~566,~~242~~ 358 in accrued wages and salaries, $~~166~~86,~~986~~688 ~~for~~in adividends ~~settlement agreement with former executives~~payable, ~~offset~~and by a reduction of $~~237~~158,~~361~~247 in ~~additional~~ related-party loans.

Working Capital Deficit

The working capital deficit increased by $~~838~~608,~~861~~069.

Liquidity

During the last two years, and through the date of this Report, we have faced an increasingly challenging liquidity situation that has limited our ability to execute our operating plan. We will need to obtain capital to continue operations. There is no assurance that we can secure such funding on acceptable terms.

As minimal revenues are generated from our current operations, we will require additional debt or capital to continue operating and expanding our business. Sources of additional financing or arrangements with third parties may include equity or debt financing, bank loans, related-party loans, or revolving credit facilities. We may not successfully secure financing or obtain the capital we require by other means. Unless we can attract additional investment, our operating as a going concern is in doubt.

We voluntarily file annual, quarterly, and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time-consuming and costly. To meet the needs to comply with the requirements of the Exchange Act, we will need an investment of capital.

If we are unable to obtain sufficient additional capital, we may have to cease filing our SEC reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, and stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock.25

33If we are unable to obtain sufficient additional capital, we may have to cease filing our SEC reports and cease operations entirely. If we get additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, and stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock.

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Cash Flow

	Year ended 31 December,
	2023			2022			Change
	2024			2023			Change
Cash provided by/(used) in Operating Activities	$	565,886		$	(1,169,701	)	$	1,735,587
Cash used in Operating Activities	$	(192,775	)	$	(255,547	)	$	67,772
Cash used in Investing Activities	$	(~~248~~243,~~371~~472	)	$	(~~237~~248,~~666~~371	)	$	~~(10~~4,~~705~~899	)
Cash (used) in/provided by Financing Activities	$	(302,187	)	$	1,196,849		$	(1,499,036	)
Cash provided by Financing Activities	$	422,785		$	519,246		$	(96,461	)
Cash on Hand	$	741,~~668~~184		$	327,~~533~~668		$	~~(24~~33,~~865~~516	)

Operating Activities

The decrease in ~~net~~ cash used in operating activities was primarily due to ~~increased~~cutting ~~accrued~~back ~~liabilities~~on operation expenses in 2024.

Investing Activities

Net cash used in investing activities ~~was~~is on ~~Patents~~the ~~and~~development ~~Trademarks~~of intellectual property.

Financing Activities

The ~~reduction~~increase in net cash provided by financing activities was primarily due to ~~$789,000~~the ~~received~~repayment inof ~~2022~~related ~~from~~party ~~Series~~loans Cby ~~Preferred~~converting ~~Stock~~debt ~~issuance~~to shares in 2023.

Cash on Hand

The ~~reduction~~increase ofin net cash onused ~~hand~~in operating activities was primarily due to athe ~~reduction~~receipt inof ~~fundraising~~related party loan funding in ~~2023~~late December.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with ~~generally~~ accepted accounting principles in the United States (“GAAP”). Preparing these financial statements ~~requires~~ requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent ~~assets~~ assets and liabilities at the date of the financial statements, and the reported expenses incurred during the reporting periods. Our ~~estimates~~ estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. ~~Actual~~ Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are ~~described~~ described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following ~~accounting~~ accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant ~~areas~~ areas involving management’s judgments and estimates.

We believe our most critical accounting policies and estimates relate to the following:

	●	Foreign Currency Translations
	●	Intangible Assets
	●	Long-lived Assets
	●	Income Taxes

Foreign Currency Translations

The functional currency of the Company’s international subsidiaries is ~~generally~~ their local currency of Great British pounds (GBP). Local currency assets and liabilities are translated at the exchange rates on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.

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Intangible Assets

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed straight-line over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are ~~generally~~ amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed, and lives of intangible assets with determinable lives may be adjusted.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on comparing the undiscounted future cash flows to the recorded value of the asset. The asset is written down to its estimated fair value if an impairment is indicated.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Recent Accounting Pronouncements

For discussion of recently issued and adopted accounting pronouncements, please see Note 2 to the audited consolidated financial statements as of and for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, included herein.

Off-Balance Sheet Arrangements

As of December 31, ~~2023~~2024, there were no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See Index to Financial Statements and Financial Statement Schedules appearing on pages F-1 to F-2922 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On March 17, 2023, we dismissed Pinnacle Accountancy Group of Utah, a DBA of the PCAOB-registered firm Heaton & Company, PLLC (~~the~~ “Former Accountant”), as our independent registered public accounting firm, and we engaged BF Borgers CPA PC (the “New Accountant”) as our independent registered public accounting firm. ~~The~~Our Board approved the engagement of the New Accountant ~~was approved by our Board~~ of Directors.

We filed a Form 8-K on March 17, 2023, with the Securities and Exchange Commission (“Commission”) regarding the change in our independent accounting firm.

35On May 7, 2024, we received a letter from the Commission advising us that our auditor, BF Borgers CPA PC (“Former Accountant”), had been suspended from appearing or practicing before the Commission as an accountant pursuant to Rule 102(e) of the Commission’s Rules of Practice. So, on May 8, 2024, we terminated our engagement with the Former Accountant, who is no longer our auditor.

~~Table~~We filed a Form 8-K on March 17, 2023, with the Commission regarding the termination of ~~Contents~~our Former Accountant.

On May 28, 2024, we engaged BCRG Group (the “New Accountant”) as our independent registered public accounting firm. Our Board approved the engagement of the New Accountant of Directors.

We filed a Form 8-K on May 30, 2024, with the Commission regarding the appointment of our New Accountant.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized, and reported within the ~~time~~ periods specified in the SEC’s rules and forms, and that such ~~information~~ information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our ~~interim~~ CEO, who acts as our principal ~~executive~~ executive officer, and our CFO, who acts as our principal financial officer, evaluated our company’s disclosure controls and procedures as as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our principal executive officer and ~~principal~~ principal financial officer concluded that our disclosure controls and procedures were ineffective as of December 31, ~~2023~~2024. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting.

Management’s Report on Internal Controls over Financial Reporting

Our management, including our CEO, who acts as our principal executive officer, and our CFO, who acts as our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024. Our management’s evaluation of our internal control over financial reporting was based on the Internal Control-Integrated Framework (2013) framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of December 31, ~~2023~~2024, our internal control over financial reporting was ineffective.

Our financial reporting was ineffective due to a lack of adequate segregation of duties, internal controls, and accounting functions, resulting from our limited resources and Personnel.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or ~~interim~~ financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

Our CEO, who acts as our principal executive officer, and our CFO, who acts as our principal financial officer, dodoes not expect that our ~~disclosure~~ disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. No matter how well conceived and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the reality that decision-making judgments can be faulty and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.

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Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the year ended December 31, ~~2023,~~2024 that has materially affected, or is reasonably likely to affect materially, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following information sets forth our current directors and executive officers’ names, ages, and positions.

Name	Age	Positions and Offices Held
Stephen Morris	68	Chief Technical Officer, Chairman of the Board and Director
Tom Symonds	60	Chief Executive Officer and Director
Timothy Burks	56	Chief Executive Officer and Director
Stephen Morris	69	Chief Technical Officer, Chairman of the Board and Director
David Chetwood	6263	Chief Financial Officer and Director
Paul Morrissey	71	Director

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Tom Symonds

Mr. Symonds joined Bubblr on January 15, 2025. He has been working at the cutting edge of technology for 25 years. He has profound leadership experience developed through managing large digital teams in the corporate space combined with hands-on CEO leadership of two early-stage innovators.

Immediately prior to joining Bubblr, Mr. Symonds founded and led Immerse.io to become one of the recognized global leaders in immersive technology for the enterprise. His understanding of how to apply innovative technology to generate revenue from enterprises will be invaluable to EW. Prior to that, he was the CEO of Kublax, one of the pioneers of UK Fintech just as that sector was taking off and seeking to disrupt the online retail banking space.

His digital career began at Sky, leading the internet business and transforming its web presence into a significant revenue generator and robust sales and marketing tool.

Aside from that provided above, Mr. Symonds does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Stephen Morris

Prior to founding Bubblr in 2015 and working on it full-time, Mr. Morris also worked as an agile coach and scrum master consultant at various companies. From July 2017 to June 2018 – he worked at the Royal London Group in Edinburgh, Scotland. From 2016 to February 2017, he worked for Accenture in Newcastle Upon Tyne, England. From January 2016 to October 2016, he worked at Sky Broadcasting in Livingstone, Scotland.

Aside from that provided above, Mr. Morris does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

On May 30, 2022, Mr. Stephen Morris resigned as a member of the board of directors.

On January 25, 2023, Mr. Stephen Morris was appointed to the Board of Directors and Chief Platform Officer.

On February 2, 2023, Mr. Stephen Morris was appointed as ~~interim~~ Chief Executive Officer.

37On February 12, 2023, Mr. Stephen Morris was appointed as Chair of our Board of Directors.

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On February 12, 2023, Mr. Stephen Morris was appointed as Chairman of our Board of Directors.

On April 1, 2023, Mr. Stephen Morris was appointed as Chief Technical Officer.

Mr. Morris is qualified to serve on our Board of Directors because of his experience and expertise as the Bubblr concept and Ethos creator and the founder of Bubblr Ltd in 2014, a wholly owned subsidiary of Bubblr Inc.

Timothy Burks

Prior to joining Bubblr on April 1, 2023, Tim was CEO of Santech Solutions, a boutique consulting company focused on helping customers create new products and services in the IT, telecommunications, and data center fields. Prior to Santech, Tim was COO of Telecom Asset Management, a global Telecom and Data Center Infrastructure Advisory firm. Prior to joining TAM, Tim was a Partner with Accenture, where he led both organic and acquisition-based new business launches. He also served as the COO for Accenture Marketing Sciences and Managing Director of Accenture Business Resilience Services. Prior to joining Accenture, Tim co-founded and served as Senior Vice President and Chief Operating Officer for London-based CityReach International, Ltd, a Pan-European provider of complex data center facilities management and managed IT hosting services. Mr. Burks held international leadership positions with internet pioneers PSINet and ANS Communications, the networking division of America-On-Line. his early career was spent in the U.S. Army as an Electronic Warfare and Communications Systems Specialist in the U.S., Europe, and Asia.

Aside from that provided above, Mr. Burks does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

David Chetwood

Mr. Chetwood joined Bubblr on February 10, 2023. Mr. Chetwood retired in 2016. From 2004 to 2016, he was CFO and Secretary for Westmont Industries Group in California. From 1999 to 2004, he worked at Compass Aerospace and his final position was EVP Finance. From 1977 to 1999, he worked at several divisions of GKN Aerospace, and his final role was CFO of GKN Aerospace North America.

Aside from that provided above, Mr. Chetwood does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Professor Paul Morrissey

Professor Morrissey joined Bubblr on April 6, 2023. He is a Globally renowned figure in the world of Telecommunications and Media. He is a serial technology entrepreneur and a visiting Professor at some of the leading Universities in Europe, including Liverpool John Moores University, where he is the ‘Entrepreneur in Residence.’ The Professor is also the Global Ambassador for AI, Big Data Analytics, and Customer Experience at TM Forum, the Global Standards body for Telecommunications. He is also an active advisory board member at the industry-agnostic entity AI Forum and has recently been appointed to the inaugural Board of the World Broad-Band Association (WBBA). In 2022, he was appointed to the Advisory Board of the All-Party Parliamentary Group (APPG) at the UK House of Lords, overseeing policy directives for the safe use of Web3.0 and the Metaverse. He also sits on the advisory board of EXFO, the Canadian Fibre Monitoring company.

Aside from that provided above, Professor Morrissey does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Term of Office

Our directors are appointed for a one-year term to hold office until our shareholders’ next annual general meeting or until removed from ~~the~~ office per our bylaws. Our board of directors appoints our officers and hold office until removed by the board, subject to their respective employment agreements.

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Significant Employees

We have no significant employees other than our officers and directors.

Family Relationships

No family relationships exist between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current directors, nominees for directors, or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

1. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent, or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; 2. Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

	a.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	b.	Engaging in any type of business practice; or

	c.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any Federal or State authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; 5. Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

397. Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding not subsequently reversed, suspended, or vacated relating to an alleged violation of:

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7. Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding not subsequently reversed, suspended or vacated relating to an alleged violation of:

	a.	Any Federal or State securities or commodities law or regulation; or

	b.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	c.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity or

8. Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees of the Board

Our company currently does not have nominating, compensation, or audit committees or committees performing similar functions, nor does our company have a written nominating, compensation, or audit committee charter. Historically, our directors believed that it is not necessary to have such committees because the ~~functions~~board of ~~such~~directors ~~committees~~ can be adequately ~~performed~~perform by the ~~board~~functions of ~~directors~~such committees.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Business Conduct is available on our website at www.bubblr.com. Our Nominating and Governance Committee is responsible for overseeing the Code of Conduct, and our board of directors must approve any waivers of the Code of Conduct. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the Code of Conduct.

ITEM 11. EXECUTIVE COMPENSATION.

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, ~~2023~~2024, and ~~2022~~2023.

Name and principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($) (1)(2)		Total ($)
Rik Willard(1)		2022		120,750		-		423,676		-		-		544,426
Stephen Morris (1)		2023		-		-		-		628,320		-		628,320
CEO and Director		2023		-		-		-		-		-		-
CTO and Director		2024		-		-		-		-		-		-
Steven Saunders(2)		2022		257,567		-		235,376		-		-		492,943
Manfred Ebensberger		2023		-		-		-		186,000		-		15,000
CCO and Director		2023		-		-		-		-		-		-
Former CEO and Director		2024		-		-		-		-		-		-
Stephen Morris(3)		2022		122,643		-		-		-		-		122,643
Timothy Burks		2023		-		-		-		649,440		-		649,440
CTO and Director		2023		-		-		-		628,320		-		628,320
Former CEO and Director		2024		-		-		-		-		-		-
Neeta Shah(4)		2022		15,000		-		-		-		-		15,000
David Chetwood		2023		-		-		-		546,000		-		546,000
CFO		2023		-		-		-		-		-		-
CFO and Director		2024		-		-		-		90,000		-		90,000
Timothy Burks		2022		-		-		-		-		-		-
CEO and Director		2023		-		-		-		649,440		-		649,440
David Chetwood		2022		-		-		-		-		-		-
CFO and Director		2023		-		-		-		546,000		-		546,000

	(1)	On January 23, 2023, the Company entered into a Separation Agreement with Mr. Willard.
	(2)	On January 23, 2023, the Company entered into a Separation Agreement with Mr. Saunders.
	(3)	Mr. Morris resigned as a Director on May 30, 2022. This allowed Mr. Morris to concentrate all of his abilities on the creation of the ethical web platform. On January 25, 2023, Mr. Morris was appointed to the Board of Directors. On February 2, 2023, Mr. Morris was appointed interim Chief Executive Officer. On February 10, 2023, Mr. Morris was appointed Chairperson of the Board of Directors. On April 1, 2023, Mr. Morris resigned as Interim Chief Executive Officer.
	(4)	On January 29, 2022, the Company dismissed Ms. Nita Shah.

(1)

On January 25, 2023, Mr. Morris was appointed to the Board of Directors. On February 2, 2023, Mr. Morris was appointed Chief Executive Officer. On February 10, 2023, Mr. Morris was appointed Chairperson of the Board of Directors. On April 1, 2023, Mr. Morris resigned as Chief Executive Officer and was appointed Chief Technical Officer.

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Management Compensation

On ~~July~~February 110, ~~2021~~2023, the Company entered into an employment agreement with ~~Stephen~~David ~~Morris~~Chetwood, our ~~Founder and~~ Chief ~~Technology~~Financial Officer. Mr. ~~Morris is~~Chetwood is to receive cash compensation of $~~144~~180,000 annually. This compensation will be increased to $~~180~~360,000 annually if $5,000,000 in debt or or equity funding has been received. After 90 days of service, Mr. Chetwood is entitled to receive 102,540 shares of common stock and will be eligible to participate in our 2022 Incentive Plan.

On January 31, 2023, the Company entered into Separation Agreements with Steven Saunders, our then-Chief Commercial Officer. Mr. Saunders is no longer an officer or director of our Company, and all prior agreements are terminated in their entirety. To satisfy all amounts due, Mr. Saunders and the Company agreed to a settlement total sum of $116,000. On December 31, 2023, the amount due to Mr. Saunders was $79,250.

On January 31, 2023, the Company entered into Separation Agreements with Rik Willard, our then-Chief Executive Officer. Mr. Willard is no longer an officer or director of our Company, and all prior agreements are terminated in their entirety. To satisfy all amounts due, Mr. Willard and the Company agreed to a settlement total sum of $112,418. On December 31, 2023, the amount due to Mr. Willard was $86,811.

On February 10, 2023, the Company entered into an employment agreement with David Chetwood, our Chief Financial Officer. Mr. Chetwood is to receive cash compensation of $180,000 annually. This compensation will be increased to $360,000 annually if $5,000,000 in debt or equity funding has been received. After 90 days service, Mr. Chetwood is entitled to receive 102,540 shares of common stock and will be eligible to participate in our 2022 Incentive Plan.

On April 1, 2023, the Company entered into an employment agreement with Timothy Burks, our Chief Executive Officer. The Company will compensate Mr. Burks $600,000 per annum with payments reduced by 60% to $240,000 per annum until the Company has secured $5,000,000 in debt or equity financing. The Company also agreed to grant Mr. Burks an option to purchase 4,800,000 shares of common stock at $0.1353 per share ($649,440), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022 Incentive Plan.

On April 1, 2023, the Company entered into an Amended Employment Agreement with David Chetwood, our Chief Financial Officer. The Company will compensate Mr. Chetwood $450,000 per annum with payments reduced by 60% to $180,000 per annum until the Company has secured $5,000,000 in debt or equity financing. The Company also agreed to grant Mr. Chetwood an option to purchase 3,360,000 shares of common stock at $0.1625 per share ($546,000), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022 Incentive Plan.

On April 1, 2023, the Company entered into an Amended Employment Agreement with Stephen Morris, our Chief Technical Officer. The Company will compensate Mr. Morris $450,000 per annum with payments reduced by 60% to $180,000 per annum until the Company has secured $5,000,000 in debt or equity financing. The Company also agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share ($628,320), with 100% vesting, under the 2022 Incentive Plan.

On December 31, 2023, the Company entered into an Amended Employment Agreement with Timothy Burks, Chief Executive Officer. Mr. Burks agreed to reduce his base pay from $600,000 to $240,000 per annum and forfeit $270,000 of deferred compensation.

On December 31, 2023, the Company entered into an Amended Employment Agreement with David Chetwood, Chief Financial Officer. Mr. Chetwood agreed to reduce his base pay from $450,000 to $180,000 per annum and forfeit $236,200 of deferred compensation.

41On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris, our Founder, Chief Technology Officer, and Chair. Mr. Morris agreed to reduce his base pay from $450,000 to $90,000 per annum and forfeit $270,000 of deferred compensation.

~~Table~~On October of17, ~~Contents~~2024, the Company entered a Third Amended Employment Agreement with David Chetwood to reduce his base pay from $180,000 to $90,000 per annum.

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris, our Founder, Chief Technology Officer and Chair. Mr. Morris agreed to reduce his base pay from $450,000 to $90,000 per annum and forfeit $270,000 of deferred compensation.

Equity incentive Plan

On May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) and, unless earlier terminated, will continue until May 25, 2032. A total of 28,400,000 shares of common stock may be issued under the 2022 Equity Incentive Plan through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”) and restricted stock (the “Restricted Stock”) restricted stock units, stock appreciation rights (“SARs”) and other equity-based awards to directors, officers, consultants, attorneys, advisors and employees. The purpose of the 2022 Equity Incentive Plan is to foster and promote our long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2022 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in our company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of our business is ~~largely~~ dependent.

During the year ending December 31, 2023, the Company issued under the 2022 Equity Incentive Plan a total of 14,400,000 stock options to Company executives and employees according to their employment agreements.

The shares were valued at $21,~~246~~715,~~736~~878, based on the common stock’s market price on the agreements’ respective dates, which ranged from $0.1870 to $0.~~1353~~03 per share. The options typically vest at 40% after 90 days of service and 60% monthly over two years of service.

During the year ending December 31, 2024, the Company issued under the 2022 Equity Incentive Plan a total of 10,200,000 stock options to Company executives according to their agreements. A total of 7,220,000 stock options were forfeited, canceled, or expired. There were 17,380,000 stock options issued and 15,649,000 stock options exercisable on December 31, 2024.

Compensation of Directors

All Directors shall receive reimbursement for reasonable travel expenses incurred to attend Board and Committee meetings.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement, or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Health Insurance costs were accrued in 2023 and 2024 for Timothy Burks and David Chetwood.

Indebtedness of Directors, Senior Officers, Executive Officers, and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 1931, ~~2024~~2025, certain information as to shares of our voting stock owned by (i) each person known by by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of voting stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, and for security purposes, each entity or person listed below maintains an address of 2130 ~~West~~N ~~46th~~Gould ~~Street~~St., ~~New~~Suite ~~York~~R, ~~New~~Sheridan, ~~York~~WY ~~10036~~82801.

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The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner.

	Common Stock
Name of Beneficial Owner	Number of Shares Owned (1)			Percent of Class (2)
Stephen Morris		30,867,159			19.33	%
Tom Symonds		971,734			0.59	%
Timothy Burks		300,000			0.19	%
Stephen Morris		4,104,444			2.48	%
David Chetwood		4,035,000	(3)		2.5343	%
All Directors and Executive Officers as a Group (3 persons)		359,~~202~~111,~~159~~178			225.0550	%

	Common Stock
5% Holders	Number of Shares Owned (1)		Percent of Class (2)
Stephen Morris		30,867,159		19.33	%
Joachim Swensson		9,711,873		5.86	%
Stephen Morris		4,104,444		2.48	%

	(1)	Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.
	(2)	Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 159,~~690~~890,487 voting shares as of March 1931, ~~2024~~2025.
	(3)	These shares are held of record by The Chetwood Revocable Living Trust, of which David Chetwood has sole voting and dispositive power and control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than described below or the transactions described under the heading “Executive Compensation,” there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

We have two loans from Stephen Morris, our Founder, totaling $~~678~~1,~~549~~097,039.

The first loan of $~~374~~553,~~018~~777 aton December 31, ~~2021~~2024 (December 31, ~~2021~~2023: $~~428~~125,~~177~~910).

43The second loan of $543,262 on December 31, 2024 (December 31, 2023: $552,639).

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On December 27, 2023, Stephen Morris converted $821,431.87 in principal amount of promissory notes payable and due to him from the Company into 2,489,186 shares of Common Stock at a conversion price of $0.33 per share.

On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for $552,639 (£434,060) The Loan Agreement is unsecured, carries no interest, is non-convertible and is due upon maturity, which is 3 years after the date of the agreement.

Director Independence

The Board of Directors is currently composed of four members. One of them qualifies as independent in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the Director is not, and has not been for at least three ~~years, one of the Company’s employees and that neither the Director, nor any of his family~~ members ~~has engaged in various types of business dealings with us~~.

Indemnification

Our Articles of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers ~~and~~, and employees for breaches of their fiduciary duties,. ~~and~~They may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers, and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

On March 17, 2023, our Board of Directors agreed to dismiss the Company’s independent registered public accounting firm, Pinnacle Accountancy Group of Utah, a DBA of the PCAOB-registered firm Heaton & Company, PLLC (the “Former Accountant”), effective as of March 17, 2023. Also, on March 17, 2023, the Company engaged the accounting firm of BF Borgers CPA PC (the “New Accountant”) as the Company’s new independent registered public accounting firm. The Board approved the dismissal of the Former Accountant and the engagement of the new Accountant.

~~The~~On ~~following~~May ~~table~~7, ~~sets~~2024, ~~forth~~we received a letter from the ~~fees~~Commission ~~billed~~advising tous that our ~~company~~auditor, ~~for~~BF ~~the~~Borgers ~~years~~CPA ~~ended~~PC ~~December~~(“Former 31Accountant”), had ~~2023,~~been ~~and~~suspended ~~2022~~from ~~for~~appearing ~~professional~~or ~~services~~practicing ~~rendered~~before the Commission as an accountant pursuant to Rule 102(e) of the Commission’s byRules of Practice. So, on May 8, 2024, we terminated our ~~independent~~engagement ~~registered~~with ~~public~~the ~~accounting~~Former ~~firms:~~Accountant, who is no longer our auditor.

Fees	2022		2023
Audit Fees	$	50,000	$	50,600
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		3,750		-
Total	$	53,750	$	55,660

44On May 28, 2024, we engaged BCRG Group (the “New Accountant”) as our independent registered public accounting firm. Our Board approved the engagement of the New Accountant of Directors.

~~Table~~The following oftable ~~Contents~~sets forth the fees billed to our company for the years ended December 31, 2024, and 2023 for professional services rendered by our independent registered public accounting firms:

Fees	2024		2023
Audit Fees	$	84,135	$	48,007
Tax Fees		7,387		4,945

Audit Fees

Audit fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial statements during the ~~2023~~2024 and ~~2022~~2023 fiscal years. The audit fee for our December 31, ~~2023~~2024, financial statements was $3038,~~000~~135.

Audit-related Fees

This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees

As our independent registered public accountants did not provide any services to us for tax compliance, tax advice, and tax planning during the fiscal years ended December 31, ~~2023~~2024, and ~~2022~~2023, no tax fees were billed or paid during those fiscal years.

All Other Fees

The Former Accountants reviewed all Form S-1’s prior to submission to the Securities and Exchange Commission by the Company during the 2022 fiscal year.

Pre-Approval Policies and Procedures

Our board of directors, which acts as our audit committee, pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent registered public accounting firm and ~~believe~~believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

4536

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PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(a) 1. Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - BF Borgers CPA PC (ID 5041);
Report of Independent Registered Public Accounting Firm – BCRG Group (ID 7158);	F-1
Consolidated Balance Sheets as of December 31, 2023, and 2022;	F-2
Consolidated Balance Sheets as of December 31, 2024, and 2023;	F-2
Consolidated Statements of Operations for the years ended December 31, 2023, and 2022;	F-3
Consolidated Statements of Operations for the years ended December 31, 2024, and 2023;	F-3
Consolidated Statement of Stockholders’ Equity as of December 31, 2023, and 2022;	F-4
Consolidated Statement of Stockholders’ Equity as of December 31, 2024, and 2023;	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022; and	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023; and	F-5
Notes to Consolidated Financial Statements.	F-6

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Bubblr, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bubblr, Inc. as of December 31, ~~2023~~2024 and ~~2022~~2023, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~regarding~~ regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~/S/~~Critical BFAudit ~~Borgers CPA PC~~Matters

BFThe ~~Borgers~~critical ~~CPA~~audit PCmatter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (~~PCAOB~~1) IDrelate ~~5041~~to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

~~We have~~● ~~served~~Going Concern – As discussed in Note 1 to the consolidated financial statements, the Company has a going concern due to negative working capital and losses from operations which raises substantial doubt about its ability to continue as a going concern. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult to substantiate. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s ~~auditor~~plans ~~since~~to ~~2023~~mitigate the going concern and management’s disclosure on going concern.

~~Lakewood,~~/s/ COBCRG Group (PCAOB ID 7158)

~~March~~We ~~20,~~have served as the Company’s auditor since 2024.

Irvine, CA

March 31, 2025

F-1

Table of Contents

FINANCIAL STATEMENTS

BUBBLR INC.

Consolidated Balance Sheets

December 31, ~~2023~~2024 and ~~2022~~2023

	2023			2022
	2024			2023
	December 31,
	2023			2022
	2024			2023
ASSETS
Current Assets:
Cash	$	741,~~668~~184		$	327,~~533~~668
Other receivables		873,~~503~~723			987,~~884~~503
Total current assets		9544,~~171~~907			4295,~~417~~171
Non-current Assets:
Property and equipment, net		~~31,302~~—			4731,~~956~~302
Intangible assets, net		1,~~456~~181,~~628~~944			1,~~325~~456,~~995~~628
Total non-current assets		1,~~487~~181,~~930~~944			1,~~373~~487,~~951~~930
TOTAL ASSETS	$	1,~~583~~226,~~101~~851		$	1,~~416~~583,~~368~~101
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	~~373~~321,~~606~~274		$	~~141~~373,~~605~~606
Accrued liabilities		~~943~~1,~~007~~724,002			50943,~~094~~007
Loan payable, current portion		~~12,611~~—			1112,~~987~~611
Loan payable - related party		~~158,247~~—			~~392~~158,~~170~~247
Total current liabilities		1,487,471			595,856
Loan payable		—			158,247
Total current liabilities		2,045,276			1,487,471
Non-current Liabilities:
Loan payable, non-current portion		—			10,465
Loan payable – related party, non-current portion		1,105,095			552,639
Loan payable – related party, non-current portion		552,639			525,291
Warrant derivative liability		32,464			39,116
Warrant derivative liability		39,116			198,479
Total non-current liabilities		1,137,559			591,755
Total non-current liabilities		591,755			734,235
Total Liabilities		3,182,835			2,079,226
Total Liabilities		2,079,226			1,330,091
Stockholders’ Equity (Deficit)
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 903 and 903 shares issued and outstanding at December 31, 2023, and 2022		1			1
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 903 and 903 shares issued and outstanding		1			1
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 159,690,447 and 154,309,318 shares issued and outstanding at December 31, 2023, and 2022		1,596,904			1,543,093
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 159,890,447 and 159,690,447 shares issued and outstanding		1,598,904			1,596,904
Additional paid-in capital		13,~~168~~090,~~915~~218			1113,~~006~~168,~~607~~915
Accumulated deficit		(1517,~~612~~012,~~775~~492	)		(1215,~~875~~612,~~437~~775	)
Accumulated other comprehensive income		~~350~~367,~~830~~385			~~412~~350,~~013~~830
Total Stockholders’ Equity (Deficit)		(~~496~~1,~~125~~955,984	)		86(496,~~277~~125
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,~~583~~226,~~101~~851		$	1,~~416~~583,~~368~~101

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Table of Contents

BUBBLR INC.

Consolidated Statements of Operations and Comprehensive Loss

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023

	2023			2022
	2024			2023
	December 31,
	2023			2022
	2024			2023
Revenue	$	25,~~620~~349		$	—2,620
Cost of sales		—1,291			—
Gross Profit		24,~~620~~058			—2,620
Operating Expenses
General and administrative		1613,~~859,969~~930			~~736~~1,~~775~~859,969
Professional fees		~~288~~116,~~106~~959			2288,~~879,759~~106
Sales and marketing		~~514~~24,~~911~~486			~~198~~514,~~455~~911
Amortization and depreciation		~~197~~472,~~322~~764			~~387~~197,~~302~~322
Research and development		6155,~~106~~273			9461,~~645~~106
Total operating expense		21,~~921~~283,~~414~~412			42,~~296~~921,~~936~~414
Operating loss		(21,~~918~~279,~~794~~354	)		(42,~~296~~918,~~936~~794	)
Other income (expense)
Other income		7114,~~975~~192			~~142~~71,~~212~~975
Interest income		~~104~~—			~~1,553~~104
Interest expense		(136,~~476~~242	)		(~~575~~13,~~777~~476	)
Gain on change in fair value of warrant derivative liability		159,363			494,753
Disposal of assets		(48,133	)
Foreign currency transaction (gain) loss		50,178			(191,454	)
Gain on change in fair value of warrant derivative liability		6,652			159,363
Total other income (expense)		268,144			(128,713	)
Foreign currency transaction (gain) loss		(141	)		50,178
Net loss before income tax		(2,650,650	)		(4,425,649	)
Total other income (expense)		(33,672	)		268,144
Net loss before income tax		(1,313,026	)		(2,650,650	)
Provision for income tax		—			—
Net loss after income tax	$	(21,~~650~~313,~~650~~026	)	$	(42,~~425~~650,~~649~~650	)
Other comprehensive income (loss)
Foreign currency translation (loss) gain		~~(61,183~~—	)		~~34,769~~—
Total other comprehensive income (loss)		~~(61,183~~—	)		~~34,769~~—
Net comprehensive loss	$	(21,~~711~~313,~~833~~026	)	$	(42,~~390~~650,~~880~~650	)
Net loss per common share, basic and diluted	$	(0.0201	)	$	(0.0302	)
Weighted average number of common shares outstanding, basic and diluted		~~156~~159,~~711~~723,~~520~~780			~~150~~156,~~418~~711,~~280~~520

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

BUBBLR INC.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023

	Number of Shares			Amount		Number of Shares		Amount		Number of Shares			Amount			Number of Shares						Amount		Paid-in Capital			Accumulated Deficit			Income (Loss)			Equity (Deficit)
	Series C Preferred Stock					Common Stock				Additional						Accumulated Other Comprehensive			TotalStockholders’
	2019 Series A Preferred Stock					Series B Preferred Stock				Series C Convertible Preferred Stock						Common Stock								Additional						Accumulated Other Comprehensive			Total Stockholders’
	Number of Shares			Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Income (Loss)			Equity (Deficit)
	Number of Shares			Amount		Number of Shares		Amount		Number of Shares			Amount			Number of Shares						Amount		Paid-in Capital			Accumulated Deficit			Income (Loss)			Equity (Deficit)
Balance -December 31, 2022		903		$	1		154,309,318	$	1,543,093	$	11,006,607		$	(12,875,437	)	$	412,013		$	86,277
Balance - December 31, 2021		1		$	—	$	—	$	—		—		$	—			140,186,096						1,401,861		5,478,801		$	(8,385,496	)	$	377,244		$	(1,127,590	)
Issuance of common shares for investor relations							1,455,784		14,558		270,780									285,338
Issuance of common shares for Services - -Executive Board		—			—		—		—		—			—			147,960						1,480		73,980			—			—			75,460
Issuance of common shares for consultancy							625,000		6,250		93,750									100,000
Issuance of common shares for Services – Consulting		—			—		—		—		—			—			7,874,108						78,741		1,965,320			—			—			2,044,061
Issuance of common shares for professional services							500,000		5,000		60,000									65,000
Issuance of common shares for Equity Finance Agreement Incentive		—			—		—		—		—			—			793,039						7,930		371,884			—			—			379,814
Issuance of common shares for Series C preferred shares dividend							311,159		3,112		40,693									43,805
Issuance of common shares for debt conversion		—			—		—		—		—			—			140,000						1,400		26,600			—			—			28,000
Loan resolution							2,489,186		24,892		796,540									821,431
Issuance of common shares for loan waiver		—			—		—		—		—			—			345,220						3,452		68,251			—			—			71,703
Forfeit of restricted stock units											(659,052	)								(659,052	)
Issuance of common shares for note conversion		—			—		—		—		—			—			4,706,096						47,061		2,305,987			—			—			2,353,048
Vesting of share options											1,559,597									1,559,597
Issuance of common shares for Series C Preferred Shares Dividend		—			—		—		—		—			—			116,799						1,168		20,965			—			—			22,133
Series C preferred shares dividend														(86,688	)					(86,688	)
Issuance of Series C Preferred Shares		—			—		—		—		903			1			—						—		95,767			—			—			95,768
Net Loss		-			-		-		-		-			(2,650,650	)		-			(2,650,650	)
Repurchase and cancellation of Special 2019 Series A Preferred Stock via issuance of related party note payable		(1	)		—		—		—		—			—			—						—		(60,000	)		—			—			(60,000	)
Other comprehensive income																	(61,183	)		(61,183	)
Vesting of restricted stock units		—			—		—		—		—			—			—						—		659,052			—			—			659,052
Balance -December 31, 2023		903		$	1		159,690,904	$	1,596,904	$	13,168,915		$	(15,612,775	)	$	350,830		$	(496,125	)
Series C Preferred Shares Dividend		—			—		—		—		—			—			—						—		—			(64,292	)		—			(64,292	)
Balance		903		$	1		159,690,904	$	1,596,904	$	13,168,915		$	(15,612,775	)	$	350,830		$	(496,125	)
Net loss		—			—		—		—		—			—			—						—		—			(4,425,649	)		—			(4,425,649	)
Issuance of common shares for advisory board services							200,000		2,000		8,000									10,000
Other comprehensive income		—			—		—		—		—			—			—						—		—			—			34,769			34,769
Vesting of share options											582,084									582,084
Balance -December 31, 2022		—		$	—	$	—	$	—		903		$	1			154,309,318					$	1,543,093	$	11,006,607		$	(12,875,437	)	$	412,013		$	86,277
Forfeiture and expired share options											(668,781	)								(668,781	)
Balance		—		$	—	$	—	$	—		903		$	1			154,309,318					$	1,543,093	$	11,006,607		$	(12,875,437	)	$	412,013		$	86,277
Dividend Series C Preferred Shares														(86,691	)					(86,691	)
Issuance of common shares for investor relations		—			—		—		—		—			—			1,455,784						14,557		270,780			—			—			285,337
Net Loss		-			-		-		-		-			(1,313,026	)		-			(1,313,026	)
Issuance of common shares for consultancy		—			—		—		—		—			—			625,000						6,250		93,750			—			—			100,000
Other comprehensive income																	16,555			16,555
Issuance of common shares for professional services		—			—		—		—		—			—			500,000						5,000		60,000			—			—			65,000
Balance December 31, 2024		903		$	1		159,890,447	$	1,598,904	$	13,090,218		$	(17,012,492	)	$	367,385		$	(1,955,984	)
Issuance of common shares Series C Preference Share Dividends		—			—		—		—		—			—			311,159						3,112		40,693			—			—			43,805
Balance		903		$	1		159,890,447	$	1,598,904	$	13,090,218		$	(17,012,492	)	$	367,385		$	(1,955,984	)
Loan resolution		—			—		—		—		—			—			2,489,186						24,892		796,540			—			—			821,432
Forfeit restrictive stock units		—			—		—		—		—			—			—						—		(659,052	)		—			—			(659,052	)
Vesting of share options		—			—		—		—		—			—			—						—		1,559,597			—			—			1,559,597
Series C Preferred Shares Dividend		—			—		—		—		—			—			—						—		—			(86,688	)		—			(86,688	)
Net loss		—			—		—		—		—			—			—						—		—			(2,650,650	)		—			(2,650,650	)
Other comprehensive income		—			—		—		—		—			—			—						—		—			—			(61,183	)		(61,183	)
Balance -December 31, 2023		—		$	—	$	—	$	—		903		$	1			159,690,447			$			1,596,904	$	13,168,915		$	(15,612,775	)	$	350,830		$	(496,125	)
Balance		—		$	—	$	—	$	—		903		$	1			159,690,447			$			1,596,904	$	13,168,915		$	(15,612,775	)	$	350,830		$	(496,125	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-4

Table of Contents

Bubblr Inc.

Consolidated Statements of Cashflows

For the year ended December 31, ~~2023~~2024 and ~~2022~~2023

	2023			2022
	2024			2023
	December 31,
	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(21,~~650~~313,~~650~~026	)	$	(42,~~425~~650,~~649~~650	)
Adjustments for:
Net loss to net cash used in operating activities:
Stock based compensation		450,338			2,119,521
Stock-based compensation		10,000			450,338
Vesting of restricted stock units		1582,~~559,598~~084			~~659~~1,~~052~~559,598
Stock issued for payment of debt		821,432			—
Forfeit and expired stock-based compensation		(668,781	)		(659,052	)
Forfeit of deferred stock compensation		(659,052	)		—
Disposal of fixed assets		48,133			—
Stock based finance incentive		—			451,517
Impairment of fixed assets		—			6,367
Disposal of fixed assets		90			—
Gain on change in fair value of warrant derivative liability		(6,652	)		(159,363	)
Impairment of fixed assets		6,367			—
Amortization of debt discount		—			90
Gain on change in fair value of warrant derivative liability		(159,363	)		(494,753	)
Amortization of intangible asset		467,855			184,626
Amortization of debt discount		—			69,714
Depreciation		4,909			12,696
Amortization of intangible asset		184,626			372,976
Depreciation		12,696			14,326
Changes in operating assets and liabilities:
(Increase) decrease in other receivables		~~(75~~87,~~358~~912	)		2(75,~~637~~358	)
Increase (decrease) in accounts payable		~~227~~(55,~~244~~515	)		8227,~~727~~244
Increase in accrued liabilities		~~847~~698,~~917~~439			52847,~~231~~917
Net cash provided by/(used) in operating activities		~~565~~(144,~~886~~642	)		(1255,~~169,701~~547	)
Cash flows from investing activities
Proceeds from repayment of advances receivable		—			1,231
Purchase of intangible assets		(243,472	)		(248,371	)
Purchase of intangible assets		(248,371	)		(238,897	)
Net cash used in investing activities		(243,472	)		(248,371	)
Net cash used in investing activities		(248,371	)		(237,666	)
Cash flows from financing activities
Increase in dividends payable		(42,883	)		(20,026	)
Payment of dividends		—			(42,883	)
Proceeds from loans payable		—			15,000
Payment of loans payable		(12,661	)		(10,759	)
Payment of loans payable		(10,759	)		(29,943	)
Proceeds from loans payable – related party		447,370			572,617
Proceeds from loans payable – related party		572,617			520,758
Repayment of loans payable – related party		(29,013	)		(821,162	)
Repayment of loans payable – related party		(821,162	)		(77,940	)
Stock issued for payment of debt		—			821,433
Net proceeds from issuance of Series C Preferred Stock and associated warrants		—			789,000
Proceeds from sale of capital assets		17,089			—
Net cash provided by financing activities		~~(302~~422,~~187~~785	)		1519,~~196,849~~246
Effects of exchange rate changes on cash		(401,~~193~~155	)		~~180~~(40,~~084~~193	)
Net Change in Cash		~~(24~~33,~~865~~516	)		(3024,~~434~~865	)
Cash – Beginning of Period		327,~~533~~668			6232,~~967~~533
Cash – End of Period	$	741,~~668~~184		$	327,~~533~~668
Supplemental information:
Cash paid for interest	$	138,~~039~~477		$	713,~~556~~039
Cash paid for taxes	$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

BUBBLR, INC.

Notes to the Consolidated Financial Statements

December 31, ~~2023~~2024 and ~~2022~~2023

NOTE 1 – ORGANIZATION, BUSINESS AND LIQUIDITY

Organization and Operations

On March 26, 2020, Bubblr Holdings Ltd. (a UK company formed on February 18, 2016) merged into U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation formed on October 22, 2019, and became a 100% subsidiary of UWRL. On March 30, 2021, the Company’s corporate name was changed to Bubblr, Inc. (“the Company”).

Bubblr, Inc. is an ~~application~~artificial ~~software~~intelligence (“AI”) company that ishas ~~currently~~patent-protected ~~developing~~(granted ~~its~~and ~~disruptive~~pending) ~~Ethical~~intellectual ~~Web platform~~properties. It ~~This~~is ~~WEB.Ɛ~~entering ~~platform~~a ~~will provide~~phase aof ~~holistic~~launching ~~view~~a suite of ~~progress~~highly ininnovative ~~developing~~new ~~digital~~ products, ~~services,~~ and ~~teams~~establishing —a ~~designed~~new toexecutive ~~inform~~team. ~~our~~The ~~ability~~latest ~~to use~~products ~~our~~will ~~in-house~~offer ~~code~~genuinely ~~and~~value-adding ~~that~~search ofexperiences ~~our~~for ~~partners,~~consumers ~~lead~~and ~~advances~~enterprises inalike ~~development criteria,~~ and ~~respond~~ultimately ~~quickly~~facilitate toa ~~shifts~~more inethical ~~trends~~ and equitable ~~applications~~digital engagement model.

Going Concern Matters

The accompanying consolidated financial statements have been prepared in conformity with ~~generally~~ accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $21,~~711~~313,~~833~~026 during the year ended December 31, ~~2023~~2024, and has an accumulated deficit of $1517,~~612~~012,~~775~~492 as of December 31, ~~2023~~2024. In addition, current liabilities exceed current assets by $12,~~375~~000,~~522~~369 as of December 31, ~~2023~~2024.

Management intends to raise additional operating funds through equity ~~and~~or debt offerings. However, ~~there~~the ~~can be no assurance~~ management’s ~~will~~success ~~be successful~~is innot ~~its endeavors~~guaranteed.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations or (2) obtain additional financing through either private placement, public offerings, or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings, ~~and~~or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is unavailable to the Company, it may be required to curtail or cease its operations.

Due to uncertainties related to these matters, substantial doubt exists about the company’s ability ~~of the Company~~ to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. All significant inter-company balances and transactions have been eliminated in consolidation.

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Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

F-6

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company uses the Black Scholes Options Pricing Model to estimate the value of its derivative liabilities and measure them at each reporting period.

Fair Value of Financial Instruments

The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data;.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, ~~2023~~2024, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. AtOn December 31, ~~2023~~2024, the warrant liabilities balance was $3932,~~116~~464. There were no changes in the fair value hierarchy leveling during the year ended December 31, ~~2023~~2024, or ~~2022~~2023.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expenses in the financial statements based on the fair values of the stock awards on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Restricted stock units (“RSUs”) issued as compensation in accordance with the Company’s 2022 Equity Incentive Plan (see Note 13 – Stockholders’ Equity (Deficit)) are deemed to be unissued until fully vested. RSU compensation is recognized as expense over the vesting period, with any unrecognized compensation expensed immediately upon forfeiture of the award due to unfulfillment of obligations, such as termination of employment, before the award is fully vested.

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Table of Contents

Common Stock Purchase Warrants and Derivative Financial Instruments

Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its ~~own~~ shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

F-7

Basic and Diluted Net Loss per Common Share

Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses.

For the year ended December 31, ~~2023~~2024, and ~~2022~~2023, the following outstanding stock equivalents were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive.

	2023 (Shares)		2022 (Shares)
	2024 (Shares)		2023 (Shares)
	December 31,
	2023 (Shares)		2022 (Shares)
	2024 (Shares)		2023 (Shares)
Series C Preferred Stock		3,384,135		3,384,135
Warrants		2,358,101		2,358,101
Total		5,742,236		5,742,236
Anti-dilutive shares		5,742,236		5,742,236

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities – current, and operating lease liabilities – noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we ~~generally~~ use our incremental ~~borrowing~~ borrowing rate based on the estimated interest rate for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is ~~reasonably~~ certain that we will exercise that option. The expense for lease payments is recognized straight-line over the lease term.

The Company leases office space that meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with the Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

Intangible Assets

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are ~~generally~~ amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed , and lives of intangible assets with determinable lives may be adjusted.

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Research and Development

~~Research~~The Company evaluates research and Development costs ~~are evaluated by the Company~~ to determine if they meet the requirements to be capitalized as intellectual property. The criteria the Company uses to ~~determine~~assess the treatment of research and development are:

● There is a clearly defined project ● Expenditure is separately identifiable ● The project is commercially viable ~~● The project is technically feasible ● Project income is expected to outweigh the cost ● Resources are available to complete the project~~

F-8

	●	The project is technically feasible

	●	Project income is expected to outweigh the cost

	●	Resources are available to complete the project

Any research and development costs that do not meet the requirements are expensed in the period in which they occur.

United Kingdom tax incentive reduces company Research and Development costs by offering tax offsets for eligible Research and Development expenditures. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position.

For the years ended December 31, ~~2023~~2024, and ~~2022~~2023, the Company received other income of $8014,~~405,~~192 and $~~142~~71,~~212~~975 with respect to the refundable tax offset.

Long-Lived Assets

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:

Computer equipment	3 years
Fixtures and Furniture	5 years
Vehicles	10 years

Maintenance and repairs are charged to ~~expense~~expenses as incurred. Improvements of a ~~major~~significant nature are capitalized. At the time of retirement or other ~~disposition~~ disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gains or losses are ~~reflected~~ reflected in other income.

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Table of Contents

Beneficial Conversion Feature

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including ~~interim~~ periods within those fiscal years. Early adoption is permitted, but no earlier ~~than~~ than fiscal years beginning after December 15, 2020, including ~~interim~~ periods within those fiscal years. The Company early-adopted the new guidance on January 1, 2021. As ~~the~~a result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible ~~notes~~ notes described in Note 8 – Convertible Notes Payable.

Foreign Currency Translations

The functional currency of the Company’s international subsidiaries is ~~generally~~ their local currency of Great British pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.

F-9

	2024		2023
	December 31,
	2023		2022
	2024		2023
Year-end GBP£:US$ exchange rate		1.~~2731~~2515		1.~~2101~~2731
Annual average GBP£:US$ exchange rate		1.~~2441~~2781		1.~~2430~~2441

Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. ~~Losses~~Gains on foreign exchange transactions totaled $50141,~~178~~ and ~~gains~~losses of $3450,~~769~~178 were recognized during the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

Income Taxes

As of December 31, ~~2023~~2024, and ~~2022~~2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

UK Taxes

We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns.

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Table of Contents

UK Tax Risk

Companies ~~which~~that are incorporated outside the UK may become subject to UK taxes in a number of circumstances, including circumstances in which (1) they are deemed resident in the UK for tax purposes by reason of their central management and control being exercised from the UK or (2) they are treated as carrying on a trade, investing or carrying on any other business activity in the UK, whether or not through a UK Permanent Establishment (“PE”).

In addition, the Finance Act 2015 introduced a new tax known as the diverted profits tax (“DPT”), which is charged at 25% of any “taxable diverted profits.” The DPT has had effect since April 1, 2015, and may apply in circumstances including: (1) where arrangements are designed to ensure that a non-UK resident company does not carry on a trade in the UK through a PE; and (2) where a tax reduction is obtained through the involvement of entities or transactions lacking economic substance. We intend to operate in such a manner that none of our companies should be subject to the UK DPT and that none of our companies (other than those companies incorporated in the UK) should: (1) be treated as ~~resident~~residents in the UK for tax purposes; (2) carry on a trade, invest or carry on any other business activity in the UK (whether or not through a UK PE).

However, this result is based on certain legal and factual determinations, and since the scope and the basis upon which the DPT will be applied by HM Revenue & Customs (“HMRC”) in the UK remains uncertain and since applicable law and regulations do not conclusively define the activities that constitute conducting a trade, investment or business activity in the UK (whether or not through a UK PE), and since we cannot exclude the possibility that there will be a change in law that adversely affects the analysis, HMRC might successfully assert a contrary position. The terms of an income tax treaty between the UK and the home country of the relevant Bubblr subsidiary, if any, could contain additional protections against UK tax.

~~Any arrangements between UK~~F-resident entities of Bubblr and other entities of Bubblr are subject to the UK transfer pricing regime. Consequently, if any agreement between a UK resident entity of Bubblr and any other Bubblr entity (whether that entity is resident in or outside of the UK) is found not to be on arm’s length terms and as a result a UK tax advantage is being obtained, an adjustment will be required to compute UK taxable profits as if such an agreement were on arm’s length terms. Any transfer pricing adjustment could adversely impact the tax charge incurred by the relevant UK resident entities of Bubblr.10

Any arrangements between UK-resident entities of Bubblr and other entities of Bubblr are subject to the UK transfer pricing regime. Consequently, if any agreement between a UK resident entity of Bubblr and any other Bubblr entity (whether that entity is resident in or outside of the UK) is found not to be on arm’s length terms and, as a result, a UK tax advantage is being obtained, an adjustment will be required to compute UK taxable profits as if such an agreement were on arm’s length terms. Any transfer pricing adjustment could adversely impact the tax charge incurred by the relevant UK resident entities of Bubblr.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

NOTE 3 – OTHER RECEIVABLES

AsOther ~~of December 31, 2023 and 2022, other~~ receivables consisted of the following:

SCHEDULE OF OTHER RECEIVABLES

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Deposit	$	~~200~~—	$	200
UK R&D Credit		~~80,205~~—		—76,152
UK VAT receivable		73,~~098~~723		911,~~684~~151
Total other receivables	$	873,~~503~~723	$	987,~~884~~503

~~F-11~~NOTE 4 – PROPERTY AND EQUIPMENT

~~Table~~Property and equipment consisted of ~~Contents~~the following:

NOTE 4 – ADVANCES RECEIVABLE

As of December 31, 2023, and 2022, cash advances receivable consisted of the following:

SCHEDULE OF CASH ADVANCES RECEIVABLES

	December 31, 2023		December 31, 2022
Advance receivable – G	$	—	$	58,606
Advance receivable – J		—		21,643
Advance receivable		—		21,643
Repayment received		—		(1,231	)
Interest due		—		1,891
Assignment of receivable		—		(71,540	)
Effects of Currency translation		—		(9,369
Total advances receivable	$	—	$	—

The advance labeled Advance principal receivable-G carries an interest rate of 3%. The advance principal labeled Advance receivable -J is non-interest bearing. Repayment of $1,231 and $0 was received from G during the year to December 31, 2023, and 2022, respectively.

On December 20, 2022, our founder, Mr. Stephen Morris, came to an agreement with the Company to have all risks and responsibilities in connection to the collection of the advances assigned to him. As a result, the loan payable to Mr. Morris was reduced by the same amount of $71,540. (See Note 10 – Related Party Transactions).

NOTE 5 – PROPERTY AND EQUIPMENT

As of December 31, 2023, and 2022, property and equipment consisted of the following:

	Motor Vehicles			Computer Equipment			Office Equipment			Total
	2024			2023
Cost
	December 31,
At December 31, 2022	$	56,875		$	28,179		$	563		$	85,617
	2024			2023
Additions		—			—			—			—
Motor vehicles	$	-		$	59,836
Disposals		—			—			(592	)		(592	)
Computer equipment		16,038			29,646
Impairment		(6,367	)		—			—			(6,367	)
Total property and equipment		16,038			89,482
Effects of currency translation		2,962			1,467			29			4,458
Less: accumulated depreciation		(16,038	)		(58,180	)
At December 31, 2023	$	53,470		$	29,646		$	—		$	83,116
Total property and equipment, net	$	-		$	31,302
Less accumulated depreciation
At December 31, 2022	$	18,659		$	18,636		$	366		$	37,661
Disposals		—			—			(502	)		(522	)
Depreciation expense		6,367			6,211			118			12,696
Effects of currency translation		971			970			18			1,959
At December 31, 2023	$	25,997		$	25,817		$	—		$	51,814
Net book value
At December 31, 2023	$	27,473		$	3,829		$	—		$	31,302
At December 31, 2022	$	38,216		$	9,543		$	197		$	47,956

During the years ended December 31, ~~2023~~2024, and ~~2022~~2023, the Company recorded purchases of $0 and ~~$0, respectively, and~~ depreciation expenses of $124,~~696,~~909 and $1412,~~326~~696, respectively. There was no impairment or disposal of property and equipment.

~~F-12~~NOTE 5 – INTANGIBLE ASSETS

~~Table~~Intangible assets consisted of ~~Contents~~the following:

NOTE 6 – INTANGIBLE ASSETS

Patents

A Patent on the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa, Canada, New Zealand. And Australia. The patent is currently pending in the European Union and the United Kingdom.

A Patent entitled “Contextual Enveloping Via Dynamically Generated Hyperlinking.” (US Patent Application No. 17/980,298) has been filed. This will define an alternative mobile search system purely for information rather than goods and services, which our original patent covers.

A Patent

Patents are reported at cost, less accumulated amortization, and accumulated impairment loss. Costs include expenditures that are directly attributable to the acquisition of the asset. Once a patent provides economic benefit to the Company, amortization is provided on a straight-line basis on all patents over their expected useful lives of 20 years.

Intellectual Property

Intellectual property represents capitalized costs of the Company’s qualifying internal research and developments. Intellectual property is amortized over its useful life of 7 years and reported at cost less accumulated amortization and accumulated impairment loss.

Trademarks

The Company has the following trademarks.

Mark

	December 31, 2023			December 31, 2022
Trademarks:
NewzMineTM	$	12,994		$	9,920
Citizens Journalist™		25,367			25,367
Effects of currency translation		(1,804	)		(3,461
	$	36,557		$	31,826

Cost	Patents			Trademarks			Intellectual Property		Capitalized Acquisition Costs		Total
	2024			2023
At December 31, 2022	$	168,300		$	31,826		$	2,764,198	$	45,745	$	3,010,069
	December 31,
Cost, beginning	$	168,300		$	31,826		$	2,764,198	$	45,745	$	3,010,069
	2024			2023
Additions		43,865			3,075			201,431		—		248,371
Intellectual properties	$	3,277,603		$	3,109,539
Effects of currency translation		8,761			1,657			143,911		—		154,329
Trademarks		-			36,319
At December 31, 2023	$	220,926		$	36,558		$	3,109,540	$	45,745	$	3,412,769
Patents		239,829			228,319
Cost, ending	$	220,926		$	36,558		$	3,109,540	$	45,745	$	3,412,769
Capitalized acquisition costs		45,745			45,745
Less accumulated amortization
Total intellectual properties		3,563,177			3,419,922
At December 31, 2022	$	4,947		$	—		$	1,674,551	$	2,288	$	1,684,074
Less: accumulated amortization		(2,381,233	)		(1,963,294	)
Less accumulated amortization, beginning	$	4,947		$	—		$	1,674,551	$	2,288	$	1,684,074
Total intellectual properties, net	$	1,181,944		$	1,456,628
Amortization expense		3,333			—			179,005		2,288		184,626
Effects of currency translation		261			—			87,180		—		87,441
At December 31, 2023	$	8,541		$	—		$	1,940,736	$	4,576	$	1,956,141
Less accumulated amortization, ending	$	8,541		$	—		$	1,940,736	$	4,576	$	1,956,141
Net book value
At December 31, 2023	$	212,385		$	36,558		$	1,168,804	$	38,881	$	1,456,628
At December 31, 2022	$	163,353		$	31,826		$	1,089,647	$	41,169	$	1,325,995

	-
Year ended December 31,	Patents		Intellectual Property		Capitalized Acquisition Costs		Total
2024	$	3,333	$	198,693	$	2,228	$	204,314
2025		3,333		198,693		2,228		204,314
2026		3,333		198,693		2,228		204,314
2027		3,333		198,693		2,228		204,314
2028		3,333		198,693		2,228		204,314
Thereafter		195,720		175,339		27,441		398,500
Finite-Lived Intangible Assets, Net	$	212,385	$	1,168,804	$	38,881	$	1,420,070

	December 31, 2023		December 31, 2022
	2024		2023
Auditor fees	$	42,731	$	—
	December 31,
Director fees		90,000		—
	2024		2023
Dividends payable		65,016		22,133
Director fees		211,000		90,000
Interest		—		3,143
Dividends payable		151,704		65,016
Other accruals		3487,~~214~~338		—76,945
Settlement payable		166,986		—166,986
Wages and salaries		~~544~~1,~~060~~106,974		24544,~~818~~060
Total accrued liabilities	$	~~943~~1,~~007~~724,002	$	50943,~~094~~007

	2024		2023
	December 31,
	2024		2023
Beginning balance Loan 1 - payable to Stephen Morris	$	125,910	$	374,018
Additions		435,923		573,324
Loan resolution – convert principal into shares of common stock.		-		(821,432	)
Ending balance Loan 1 - payable to Stephen Morris		561,833		125,910

Loan - payable to Stephen Morris		543,262		552,639
Related party loan - payable to director		-		28,899
Total loan payable to related parties		1,105,095		710,886
Less – current portion		-		158,247

Total – non-current	$	1,105,095	$	552,639

	December 31, 2023		December 31, 2022
Promissory notes – issued in the fiscal year	$	—	$	2,287,780
Total convertible notes payable		—		2,287,780
Less: unamortized debt discount		—		—
Less: notes converted to common stock		—		(2,287,780	)
Less: current portion of convertible notes		—		—
Long-term convertible notes	$	—	$	—

Warrants Outstanding						Warrants Exercisable
Number of Warrants		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	941,599		30.1880	$	0.34		941,599	$	0.34
	472,205		30.1940		0.34		472,205		0.34
	562,149		30.3250		0.35		562,149		0.35
	281,074		30.4026		0.22		281,074		0.22
	281,074		30.4827		0.22		281,074		0.22
	2,538,101		32.2723	$	0.32		2,538,101	$	0.32

	Number of Shares			~~Weighted-Average Exercise Price (per share)~~
Outstanding as of December 31, 2022		-		$	-
	2024			2023
Granted		14,400,000			0.1560
Outstanding at the beginning of the year	14,400,000			-
Exercised		-			-
Granted		10,200,000			-
Forfeited or expired		-			-
Exercised		-			14,400,000
Outstanding at December 31, 2023		14,400,000		$	0.1560
Forfeited		(1,848,000	)		-
Exercisable at December 31, 2023		10,032,000
Expired\Cancelled		(5,372,000	)		-
Weighted-average fair value of options granted in the period				$	0.1518
Outstanding at the end of the year		17,380,000			14,400,000
Exercisable		15,649,000			10,032,000
Weighted-average Exercise Price	$	0.0937		$	0.0156

	Number of Shares			~~Weighted-Average Grant Date Fair Value~~
Non-vested as of December 31, 2022		-		$	-
Non-vested as of December 31, 2023		4,368,000
Granted		141,~~400~~895,000			~~0.1560~~
Forfeited or expired		-(1,848,000	)		-
Vested		(102,~~032~~684,000	)		~~0.1560~~
Non-vested as of December 31, 2023		4,368,000		$	0.1560
Non-vested as of December 31, 2024		1,731,000

	Options		Options
	Outstanding		Exercisable
Number of shares		1417,~~400~~380,000		1012,~~032~~464,000
Weighted-average contractual life in years		9.2513		98.2561
Weighted-average exercise price	$	~~0.1560~~	$	0.~~1618~~1776
Intrinsic value	$	~~0.00~~	$	~~0.00~~-

Exhibit No.		Exhibit Description
3.1*		Amended and Restated Bylaws of Bubblr Inc.
3.1		Amended and Restated Articles. (1)
3.2*		Certificate of Designation for Series C Convertible Preferred Stock
3.2		Amended and Restated Bylaws of Bubblr Inc.(9)
4.1*		Common Stock Purchase Warrant dated March 4, 2022, in favor of GHS Investments
3.3		Certificate of Designation for Series C Convertible Preferred Stock. (3)
4.2*		Common Stock Purchase Warrant dated March 9, 2022, in favor of Proactive Capital Partners LP
4.1		Common Stock Purchase Warrant dated March 4, 2022, in Favor of GHS Investments. (5)
4.3*		Common Stock Purchase Warrant dated April 25, 2022, in favor of GHS Investments
4.2		Common Stock Purchase Warrant dated March 9, 2022, in Favor of Proactive Capital Partners LP (5)
4.4*		First Amendment to Loan Agreement, dated May 23, 2022
4.3		Common Stock Purchase Warrant dated April 25, 2022, in Favor of GHS Investments. (4)
4.5*		Common Stock Purchase Warrant dated May 25, 2022, in favor of GHS Investments
4.4		Common Stock Purchase Warrant dated May 25, 2022, in Favor of GHS Investments. (6)
4.6*		Common Stock Purchase Warrant dated June 24, 2022, in favor of GHS Investments
4.5		Common Stock Purchase Warrant dated June 24, 2022, in Favor of GHS Investments. (8)
4.7*		Second Amendment to Loan Agreement, dated September 6, 2022
10.1		Loan 1 Agreement dated January 10, 2016, with Stephen Morris. (2)
4.8*		New Loan Agreement, dated September 7, 2022
10.2		Securities Purchase Agreement dated March 4, 2022, with GHS Investments. (3)
4.9*		Amendment No. 2 to Convertible Promissory Note 2021-06-30, dated December 15, 2022
10.3		Securities Purchase Agreement dated March 9, 2022, with Proactive Capital Partners LP.(3)
4.10*		Amendment No. 2 to Convertible Promissory Note, 2021-11-05 dated December 15, 2022
10.4		Registration Rights Agreement dated March 9, 2022, with GHS Investments. (3)
4.11*		Third Amendment to Loan Agreement, dated December 20, 2022
10.5		2022 Incentive Plan dated June 1, 2022. (7)
10.1*		Securities Purchase Agreement dated March 4, 2022, with GHS Investments
10.6		Loan 2 Agreement dated September 6, 2022, with Stephen Morris (9)
10.2*		Securities Purchase Agreement dated March 9, 2022, with Proactive Capital Partners LP
10.6		Separation Agreement with Rik Willard dated January 31, 2023 (12)
10.3*		Equity Financing Agreement dated March 9, 2022, with GHS Investments
10.7		Separation Agreement with Steve Saunders dated January 31, 2023. (12)
10.4*		Registration Rights Agreement dated March 9, 2022, with GHS Investments
10.8		Employment Agreement with David Chetwood dated February 10, 2023. (13)
10.5*		Termination and Release Agreement dated March 22, 2022, with White Lion Capital LLC
10.10		Employment Agreement with Timothy Burks dated April 1, 2023 (15)
10.6*		Amended and Restated Employment Agreement dated May 31, 2022, with Rik Willard
10.11		Share Option Grant with Timothy Burks dated April 1, 2023 (15)
10.7*		Amended and Restated Employment Agreement dated May 31, 2022, with Steven Saunders

10.12		Amended Employment Agreement with David Chetwood dated April 1, 2023 ⁽¹⁵⁾

10.13		Share Option Grant with David Chetwood dated April 1, 2023 ⁽¹⁵⁾

10.14		Employment Agreement with Stephen Morris dated April 1, 2023 ⁽¹⁵⁾

10.15		Share Option Grant with Stephen Morris dated April 1, 2023 ⁽¹⁵⁾

10.16		Amended Employment Agreement with Timothy Burks dated December 31, 2023 ⁽¹⁶⁾

10.17		Second Amended Employment Agreement with David Chetwood dated December 31, 2023 ⁽¹⁶⁾

10.18		Amended Employment Agreement with Stephen Morris dated December 31, 2023 ⁽¹⁶⁾

10.19		Termination of Employment with Timothy Burks, dated July 8, 2024 ⁽¹⁹⁾

10.20		Employment Agreement with Manfred Ebensberger, dated October 17, 2024 ⁽²⁰⁾

10.21		Share Option Grant with Manfred Ebensberger, dated October 17, 2024 ⁽²⁰⁾

10.22		Third Amended Employment Agreement with David Chetwood, dated October 17, 2024 ⁽²⁰⁾

10.23		Share Option Grant with David Chetwood, dated October 17, 2024 ⁽²⁰⁾

16.1		Change of Accountants dated March 17, 2023, Pinnacle Accountancy Group of the PCAOB registered firm Heaton & Company to BF Borgers CPA PC. ⁽¹⁴⁾

16.2		Termination of Accountants dated May 7, 2024, BF Borgers CPA PC. ⁽¹⁷⁾

16.3		Appointment of Accountants dated May 30, 2024, BCRG Group ⁽¹⁸⁾

21.1		List of Subsidiaries ⁽¹⁾

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

10.8*		2022 Incentive Plan
10.9*		Separation Agreement with Rik Willard dated January 31, 2023
10.10*		Separation Agreement with Steve Saunders dated January 31, 2023
10.11*		Employment Agreement with David Chetwood dated February 10, 2022
10.12*		Employment Agreement with Timothy Burks dated April 1, 2022
10.13*		Share Option Grant with Timothy Burks dated April 1, 2022
10.14*		Amended Employment Agreement with David Chetwood dated April 1, 2023
10.15*		Share Option Grant with David Chetwood dated April 1, 2022
10.16*		Employment Agreement with Stephen Morris dated April 1, 2023
10.17*		Share Option Grant with Stephen Morris dated April 1, 2022
10.18*		Amended Employment Agreement with Timothy Burks dated December 31, 2022
10.19*		Second Amended Employment Agreement with David Chetwood dated December 31, 2022
10.20*		Amended Employment Agreement with Stephen Morris dated December 31, 2022
21.1*		List of Subsidiaries
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Incorporated by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 9, 2021.
(2)	Incorporated by reference to the Form S-1/A, filed by the Company with the Securities and Exchange Commission on December 23, 2021.
(3)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 10, 2022.
(4)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on April 26, 2022.
(5)	Incorporated by reference to the Form 8-K/A, filed by the Company with the Securities and Exchange Commission on May 4, 2022.
(6)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 25, 2022.
(7)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on June 1, 2022.
(8)	Incorporated by reference to the Form S-1/A, filed by the Company with the Securities and Exchange Commission on June 29, 2022
(9)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on September 8, 2022
(11)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on December 23, 2022.
(12)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on February 6, 2023.
(13)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on February 14, 2023.
(14)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 17, 2023.
(15)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on April 6, 2024.
(16)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 8, 2024.
(17)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 9, 2024.
(18)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 30, 2024.
(19)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on July 9, 2024.
(20)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on October 23, 2024.

March 20, 2024	Bubblr, Inc.
March 31, 2025	Bubblr, Inc.
	By:	/s/ ~~Timothy~~Tom ~~Burks~~Symonds
		Timothy Burks
		Tom Symonds
		Chief Executive Officer

Signature	Title	Date
/s/ Timothy Burks	Chief Executive Officer, Principal Executive Officer and Director	March 20, 2024
/s/ Tom Symonds	Chief Executive Officer, Principal Executive Officer, and Director	March 31, 2025
Timothy Burks
Tom Edmonds
/s/ David Chetwood	Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer	March 2031, ~~2024~~2025
David Chetwood
/s/ Stephen Morris	Chief Technology Officer and Director	March 2031, ~~2024~~2025
Stephen Morris

Filing Compare · Bubblr Inc.