UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to__________

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)

(IRS Employer

Identification No.)

30 N. Gould St., Ste R

Sheridan, Wyoming 82801

(Address of principal executive offices)

(646) 814-7184

(Registrant’s telephone number)

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 and posted 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 and post 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.

	☐ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of ~~November 14~~May 15, ~~2024~~2025, there were ~~159~~165,~~690~~860,~~447~~597 outstanding shares of the registrant’s Common Stock, $0.01 par value.

INDEX

Page PART I – FINANCIAL INFORMATION 3 Item 1. Financial Statements. 3 Notes to Financial Statements ~~(Unaudited)~~ F-6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 3. Quantitative and Qualitative Disclosures about Market Risk 1612 Item 4. Controls and Procedures 1612 PART II – OTHER INFORMATION 1814 Item 1. Legal Proceedings. 1814 Item 1A. Risk Factors 1814 Item 1B. Risk Factors Unresolved Staff Comments 14 Item 1C. Risk Factors Cybersecurity 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1814 Item 3. Defaults Upon Senior Securities 1815 Item 4. Mine Safety Disclosure 1815 Item 5. Other Information. 1815 Item 6. Exhibits 1815 SIGNATURES 1916

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:

	F-2	Consolidated Balance Sheets as of ~~September~~March 3031, ~~2024~~2025 (unaudited), and December 31, ~~2023 (unaudited)~~2024;
	F-3	Consolidated Statements of Operations and Comprehensive Loss for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 (unaudited), and ~~2023~~year ~~(unaudited)~~ended December 31, 2024;
	F-4	Consolidated Statement of Stockholders’ Equity (Deficit) for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 (unaudited), and ~~2023~~year ~~(unaudited)~~ended December 31, 2024;
	F-5	Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 (unaudited), and ~~2023~~year ~~(unaudited)~~ended December 31, 2024; and;
	F-6	Notes ~~to the Unaudited~~ Consolidated Financial Statements.

~~These unaudited~~The consolidated financial statements are condensed and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~September 30~~March 31, ~~2024~~2025, are not necessarily indicative of the results that can be expected for the full year ending December 31, ~~2024~~2025.

BUBBLR INC.

INDEX TO ~~UNAUDITED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~September 30~~March 31, ~~2024~~2025

		Page
Unaudited Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 (Unaudited)		F-2
Consolidated Balance Sheets at March 31, 2025 (Unaudited) and December 31, 2024		F-2
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024, and 2023 (Unaudited)		F-3
Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 (Unaudited), and 2024		F-3
Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2024, and the year ended December 31, 2023 (Unaudited)		F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2025 (Unaudited), and the year ended December 31, 2024		F-4
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2024, and 2023 (Unaudited)		F-5
Notes Consolidated Financial Statements		F-6
Notes to Unaudited Consolidated Financial Statements		F-6

F-1

BUBBLR INC.

~~Unaudited~~ Consolidated Balance Sheets

	(Unaudited) September 30,			(Unaudited) December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current Assets:
Cash	$	~~717~~2,542		$	741,~~668~~184
Other receivables		56,~~126~~669			873,~~503~~723
Total current assets		59,~~843~~211			9544,~~171~~907
Non-current Assets:
Property and equipment, net		-—			~~31,302~~—
Intangible assets, net		1,~~115~~178,~~410~~254			1,~~456~~181,~~628~~944
Total non-current assets		1,~~115~~178,~~410~~254			1,~~487~~181,~~930~~944
TOTAL ASSETS	$	1,~~121~~187,~~253~~465		$	1,~~583~~226,~~101~~851
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	~~400~~386,~~262~~188		$	~~373~~321,~~606~~274
Accrued liabilities		1,~~614~~814,~~860~~061			~~943~~1,~~007~~724,002
Loans payable, current		-			12,611
Total current liabilities		2,200,249			2,045,276
Loans payable to related parties, current		-			158,247
Non-current Liabilities:
Loans payable		-			158,247
Loan payable – related party, non-current portion		1,212,375			1,105,095
Total current liabilities		2,015,122			1,487,471
Warrant derivative liability		5,253			32,464
Non-current liabilities:
Total non-current liabilities		1,217,628			1,137,559
Loans payable to related parties, non-current		970,391			552,639
Total Liabilities		3,417,877			3,182,835
Warrant derivative liability		45,541			39,116
Total non-current liabilities		1,015,932			591,755
Total Liabilities		3,031,054			2,079,226
COMMITMENTS AND CONTINGENCIES		-			-
Stockholders’ Equity (Deficit)
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 903 shares issued and outstanding		1			1
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 823 and 903 shares issued and outstanding		1			1
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 159,690,447 shares issued and outstanding		1,596,904			1,596,904
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 165,860,597 and 159,890,447 shares issued and outstanding		1,658,606			1,598,904
Additional paid-in capital		13,~~460~~071,~~969~~403			13,~~168~~090,~~915~~218
Accumulated deficit		(17,~~310~~312,~~000~~719	)		(1517,~~612~~012,~~775~~492	)
Accumulated other comprehensive income		~~342~~352,~~325~~297			~~350~~367,~~830~~385
Total Stockholders’ Equity (Deficit)		(12,~~909~~230,~~801~~412	)		(~~496~~1,~~125~~955,984	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,~~121~~187,~~253~~465		$	1,~~583~~226,~~101~~851

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

F-2

BUBBLR INC.

Unaudited Consolidated Statement of Operations and Comprehensive Loss

(Unaudited)

	2025			2024
	Three Months Ended
	March 31,
	2025			2024
Revenue
Sales		641			1,504
Cost of sales		-			622
Gross profit		641			882

Operating Expenses
General and administrative	$	165,022		$	310,068
Professional fees		20,622			8,028
Sales and marketing		10,496			18,173
Amortization and depreciation		53,954			53,991
Research and development		56,385			47,865
Total operating expense		306,479			438,125

Operating loss		(305,838	)		(437,243	)

Other income (expense)
Other income		3			1,478
Interest expense		-			(3,592	)
Disposal of fixed assets		-			(9,355
Gain (loss) on change in fair value of warrant derivative liability		27,211			(1,251	)
Foreign currency transaction (loss) gain		68			(10,904	)
Total other income (expense)		27,282			(23,624

Net loss before income tax	$	(278,556	)	$	(460,867	)
Provision for income tax		-			-
Net loss after income tax	$	(278,556	)	$	(460,867	)

Other comprehensive income (loss)		-			-

Net comprehensive loss	$	(278,556	)	$	(460,867	)

Net loss per common share, basic and diluted	$	0.00		$	0.00	)

Weighted average number of common shares outstanding, basic, and diluted		165,860,597			159,690,447

	2024			2023			2024			2023
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenue
Sales		1,415			1,151			4,087			1,151
Cost of sales		140			-			1,151			-
Gross profit		1,275			1,151			2,936			1,151
Operating Expenses
General and administrative	$	313,869		$	1,016,034		$	945,538		$	2,211,310
Professional fees		18,228			13,878			71,281			178,612
Sales and marketing		26,721			93,125			38,666			511,141
Amortization and depreciation		59,238			54,331			420,372			176,840
Research and development		53,886			59,889			151,524			151,160
Total operating expense		471,942			1,237,257			1,627,381			3,229,063
Operating loss		(470,667	)		(1,236,106	)		(1,624,445	)		(3,227,912	)
Other income (expense)
Other income		135			29			14,182			142
Interest expense		(77	)		(7,704	)		(6,196	)		(9,450	)
Disposal of fixed assets		(89	)		-			(9,420	)		-
Gain (loss) on change in fair value of warrant derivative liability		(26,226	)		117,515			(6,425	)		114,714
Foreign currency transaction (loss) gain		86			(44,667	)		98			(6,250	)
Total other income (expense)		(26,171	)		65,173			(7,761	)		99,156
Net loss before income tax	$	(496,838	)	$	(1,170,933	)	$	(1,632,206	)	$	(3,128,756	)
Provision for income tax		-			-			-			-
Net loss after income tax	$	(496,838	)	$	(1,170,933	)	$	(1,632,206	)	$	(3,128,756	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		-			68,986			-			9,325
Total other comprehensive income (loss)		-			68,986			-			9,325
Net comprehensive loss	$	(496,838	)	$	(1,101,947	)	$	(1,632,206	)	$	(3,119,431	)
Net loss per common share, basic and diluted	$	0.00		$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average number of common shares outstanding, basic, and diluted		159,660,447			157,690,447			159,690,447			156,271,697

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

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~F-3

~~F-3~~BUBBLR INC.

~~BUBBLR~~Unaudited Consolidated Statement of Changes in Stockholders’ ~~INC.~~Deficit

(Unaudited ~~Consolidated Statement of Changes in Stockholders’ Deficit~~)

(Unaudited)


	Series C Preferred Stock					Common Stock				Additional						Accumulated Other			Total Stockholders’
	Number of Shares			Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Comprehensive Income (Loss)			Equity (Deficit)

Balance -December 31, 2023		903		$	1		159,690,904	$	1,596,904	$	13,168,915		$	(15,612,775	)	$	350,830		$	(496,125	)
Issuance of common shares for advisory board services					-		200,000		2,000		8,000									10,000
Vesting of share options											582,084									582,084
Forfeiture and expired share options											(668,781	)								(668,781	)
Dividend Series C Preferred Shares														(86,691	)					(86,691	)
Net Loss														(1,313,026	)					(1,313,026	)
Other comprehensive income																	16,555			16,555
Balance December 31, 2024		903		$	1		159,890,447	$	1,598,904	$	13,090,218		$	(17,012,492	)	$	367,385		$	(1,955,984	)
Balance		903		$	1		159,890,447	$	1,598,904	$	13,090,218		$	(17,012,492	)	$	367,385		$	(1,955,984	)
Issuance of common shares for series C preferred shares conversion		(80	)		-		5,970,150		59,702		(59,702	)
Vesting of Share Options											40,887									40,887
Dividend Series C Preferred Shares														(21,671	)					(21,671	)
Net Loss														(278,556	)					(278,556	)
Other comprehensive income																	(15,088	)		(15,088	)
Balance March 31, 2025		823		$	1		165,860,597	$	1,658,606	$	13,071,403		$	(17,312,719	)	$	352,297		$	(2,230,412	)
Balance		823		$	1		165,860,597	$	1,658,606	$	13,071,403		$	(17,312,719	)	$	352,297		$	(2,230,412	)

	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Comprehensive Income (Loss)			Equity (Deficit)
	Series C Preferred Stock				Common Stock				Additional						Accumulated Other			Total Stockholders’
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Accumulated Deficit			Comprehensive 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
Issuance of common shares for investor relations						1,455,784		14,558		270,780									285,338
Issuance of common shares for consultancy						625,000		6,250		93,750									100,000
Issuance of common shares for professional services						500,000		5,000		60,000									65,000
Issuance of common shares for Series C preferred shares dividend						311,159		3,112		40,693									43,805
Loan resolution						2,489,186		24,892		796,540									821,431
Forfeit of restricted 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	)
Vesting of Share Options										292,054									292,054
Dividend Series C Preferred Shares													(65,019	)					(65,019	)
Net Loss		-		-		-		-					(1,632,206	)					(1,632,206	)
Other comprehensive income																(8,505	)		(12,101	)
Balance September 30, 2024		903	$	1		159,690,447	$	1,596,904	$	13,460,969		$	(17,310,000	)	$	342,325		$	(1,909,801	)
Balance		903	$	1		159,690,447	$	1,596,904	$	13,460,969		$	(17,310,000	)	$	342,325		$	(1,909,801	)

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

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~F-4

~~F-4~~BUBBLR INC.

~~BUBBLR INC.~~Unaudited Consolidated Statement of Cashflows

(Unaudited ~~Consolidated Statement of Cashflows~~)

(Unaudited)

	2025			2024
	Three Months Ended March 31,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(278,556	)	$	(460,867	)
Adjustments for:
Net loss to net cash used in operating activities:
Vesting of stock-based compensation		40,887			108,990
Change in fair value of warrant derivative liability		(27,211	)		1,251
Disposal of fixed assets		-			9,355
Amortization of debt discount		-			-
Amortization of intangible asset		53,954			51,489
Depreciation		-			2,502
Changes in operating assets and liabilities:
(Increase) decrease in other receivables		(2,801	)		(2,121	)
Increase in accounts payable		61,024			25,674
Increase in accrued liabilities.		56,612			145,563
Net cash used in operating activities		(96,091	)		(118,164	)

Cash flows from investing activities
Purchase of intangible assets		(13,728	)		(15,566	)
Proceeds from the sale of fixed assets		-			16,960
Net cash used in investing activities		(13,728	)		1,394

Cash flows from financing activities
Repayment of loans payable		-			(12,611	)
Proceeds from loans payable - related party		71,073			105,076
Net cash provided by financing activities		71,073			92,465

Effects of exchange rate changes on cash		104			17,588

Net Change in Cash		(38,642	)		(6,717	)
Cash - Beginning of Period		41,184			7,668
Cash - End of Period	$	2,542		$	951

Supplemental information:
Cash paid for interest	$	-		$	202
Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities
Declared dividends	$	21,671		$	21,671

	2024			2023
	Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(1,632,206	)	$	(3,128,756	)
Adjustments for:
Net loss to net cash used in operating activities:
Stock-based compensation		-			450,338
Forfeit of restricted stock units		-			(659,052	)
Vesting of stock-based compensation		292,054			1,450,608
Change in fair value of warrant derivative liability		6,425			(114,984	)
Disposal of fixed assets		9,420			-
Amortization of debt discount		-			6,954
Amortization of intangible asset		415,467			167,630
Depreciation		4,905			9,210
Changes in operating assets and liabilities:
(Increase) decrease in other receivables		86,945			887
Increase in accounts payable		14,620			216,666
Increase in accrued liabilities.		588,361			1,187,896
Net cash used in operating activities		(214,009	)		(412,603	)
Cash flows from investing activities
Purchase of intangible assets		(13,972	)		(21,935	)
Net cash used in investing activities		(13,972	)		(21,935	)
Cash flows from financing activities
Repayment of loans payable		(12,652	)		(7,467	)
Repayment of loans payable - related party		(28,992	)		(18,228	)
Proceeds from loans payable - related party		245,977			408,665
Proceeds on the sale of fixed assets		17,077			-
Net cash provided by financing activities		221,410			382,970
Effects of exchange rate changes on cash		(380	)		20,695
Net Change in Cash		(6,951	)		(30,873	)
Cash - Beginning of Period		7,668			32,533
Cash - End of Period	$	717		$	1,660
Supplemental information:
Cash paid for interest	$	8,471		$	12,921
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities
Declared dividends	$	65,018		$	43,805

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

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~F-5

~~F-5~~BUBBLR INC.

~~BUBBLR INC.~~Notes to the Unaudited Consolidated Financial Statements

~~Notes to~~NOTE ~~the~~1 ~~Unaudited~~- ~~Consolidated~~ORGANIZATION, BUSINESS ~~Financial~~AND ~~Statements~~LIQUIDITY

~~NOTE 1~~Organization -and ~~ORGANIZATION, BUSINESS AND LIQUIDITY~~Operations

~~Organization~~On March 26, 2020, Bubblr Holdings Ltd. (a UK company formed on December 6, 2016) merged into U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation formed on October 22, 2019, and ~~Operations~~became a wholly-owned subsidiary of UWRL. On March 30, 2021, the Company’s corporate name changed to Bubblr, Inc. (“the Company”).

~~On March 26, 2020,~~ Bubblr ~~Holdings Ltd. (a UK company formed on February 18~~, ~~2016) merged into U~~Inc.S. ~~Wireless~~is ~~Online,~~an ~~Inc. (“UWRL”),~~artificial aintelligence ~~Wyoming~~company ~~corporation~~that ~~formed~~has onpatent-protected ~~October~~(granted ~~22, 2019,~~ and ~~became~~pending) aintellectual ~~100% subsidiary of UWRL. On March 30~~properties, ~~2021,~~on the ~~Company’s~~cusp ~~corporate name~~of ~~changed~~launching toa ~~Bubblr,~~new ~~Inc~~enterprise product. ~~(“the Company”).~~

~~Bubblr, Inc.~~Going isConcern an application software company that is currently developing its disruptive Ethical Web platform. This WEB.Ɛ platform will provide a holistic view of progress in creating digital products, services, and teams. It is designed to inform our ability to use our in-house code and that of our partners, lead advances in development criteria, and respond quickly to shifts in trends and applications.Matters

~~Going~~The accompanying ~~Concern~~consolidated ~~Matters~~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 $278,556 during the three months ended March 31, 2025, and has an accumulated deficit of $17,312,719 as of March 31, 2025. In addition, current liabilities exceed current assets by $2,191,038 as of March 31, 2025.

~~The accompanying~~Management ~~consolidated~~intends ~~financial~~to ~~statements~~raise additional ~~have~~operating ~~been~~funds ~~prepared~~through inequity ~~conformity~~or ~~with~~debt ~~generally~~offerings. ~~accepted accounting principles in the United States of America (“GAAP”)~~However, ~~which contemplates~~ the ~~Company~~management’s ~~continuation~~success asis anot ~~going concern~~guaranteed. The Company incurred a net comprehensive loss of $1,632,206 during the nine months ended September 30, 2024, and has an accumulated deficit of $17,310,000 as of September 30, 2024. In addition, current liabilities exceed current assets by $2,009,279 as of September 30, 2024.

~~Management~~There ~~intends~~are no assurances that the Company will be able to ~~raise~~either ~~additional~~(1) ~~operating~~achieve ~~funds~~a level of revenues adequate to generate sufficient cash flow from operations or (2) obtain additional financing through ~~equity~~either private placement, public offerings, or ~~debt~~bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings, or bank financing are insufficient, the Company will have to raise additional working capital. ~~However~~No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the ~~management’s~~Company. ~~success~~If adequate working capital is ~~not~~unavailable ~~guaranteed~~to the Company, it may be required to curtail or cease its operations.

~~There are~~Due ~~no assurances that the Company will be able~~ to uncertainties ~~either~~related ~~(1) achieve a level of revenues adequate~~ to ~~generate~~these ~~sufficient~~matters, ~~cash~~substantial ~~flow~~doubt ~~from operations~~exists orabout ~~(2)~~the ~~obtain~~company’s ~~additional~~ability ~~financing~~to ~~through~~continue ~~either~~as ~~private~~a ~~placement,~~going ~~public~~concern. ~~offerings, or bank financing necessary to support~~The ~~its~~accompanying ~~working~~consolidated ~~capital~~financial ~~requirements.~~statements Todo ~~the~~not ~~extent~~include ~~that funds generated from operations and~~ any ~~private~~adjustments ~~placements,~~related ~~public~~to ~~offerings, or bank financing are insufficient,~~ the ~~Company~~recoverability ~~will~~or ~~have~~classification toof ~~raise additional working capital. No assurance can be given that additional~~asset-carrying ~~financing~~amounts ~~will be available,~~ or ifthe ~~available,~~amounts ~~will~~and beclassification onof ~~terms~~liabilities ~~acceptable~~that tomay ~~the~~result ~~Company.~~should ~~If adequate working capital is unavailable to~~ the Company, ~~it may~~ be ~~required~~unable to ~~curtail~~continue oras ~~cease~~a ~~its~~going ~~operations~~concern.

~~Due to~~NOTE ~~uncertainties~~2 related to these matters, substantial doubt exists about the company’s ability 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~~SIGNIFICANT orACCOUNTING ~~the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.~~POLICIES

~~NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES~~Business

~~Basis~~The accompanying consolidated interim financial statements include the accounts of ~~Presentation~~the Company and its subsidiaries: Bubblr Holdings Limited., and Bubblr Limited.

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

~~Principles~~The consolidated financial statements include the accounts of ~~Consolidation~~Bubblr, Inc. and its subsidiaries. Inter-company balances and transactions have been eliminated on consolidation.

~~The consolidated~~Basis ~~financial statements include the accounts~~ of ~~the Company and its wholly-owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. Consolidation has eliminated all significant inter-company balances and transactions.~~Presentation

FThe consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-6Q and Article 10 of Regulation S-X.

~~Use~~The results of our operations for the three months ended March 31, 2025, are not necessarily indicative of ~~Estimates~~results to be expected for the year ending December 31, 2025, or any other period. These consolidated financial statements should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025.

Preparing consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the financial statements, and report the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex; consequently, results may differ from these estimates.F-6

~~Intangible Assets~~Use -of ~~Capitalized Product Development Costs~~Estimates

~~Accounting~~The ~~Standards~~preparation ~~Codification~~of ~~(“ASC”)~~consolidated ~~Topic~~financial ~~350,~~statements ~~“Intangibles~~in -conformity ~~Goodwill~~with ~~and~~GAAP ~~Other,”~~requires ~~includes~~management ~~software~~to ~~that~~make isestimates ~~part of~~and aassumptions ~~product~~that oraffect the ~~process~~reported toamounts beof ~~sold~~assets toand aliabilities ~~customer~~ and ~~shall~~disclosure beof ~~accounted~~contingent ~~for~~assets ~~under~~and ~~Subtopic~~liabilities ~~985-20.~~at ~~Our~~the ~~products~~date ~~contain~~of ~~embedded~~the ~~software~~financial statements ~~internally~~and ~~developed~~the byreported ~~Bubblr,~~amounts ~~which is an integral part~~ of ~~these~~expenses ~~products~~during ~~because it allows~~ the ~~various~~reporting ~~components~~period. Some of ~~the~~these ~~products to~~judgments ~~communicate~~can ~~with~~be ~~each~~subjective ~~other~~and complex, and, ~~the~~consequently, actual ~~products~~results ~~are~~may ~~clearly~~differ ~~unable~~from tothese ~~function without this coding~~estimates.

The costs of product development that are capitalized once technological feasibility is determined (noted as Technology in progress in the Intangible Assets table, in Note 5 to Notes to Unaudited Consolidated Financial Statements) include subLong-~~contractor~~Lived expenses, payroll, employee benefits, and other headcount-related expenses associated with product development. The Company determines that technological feasibility for products is reached after all high-risk development issues have been resolved. Once the products are available for general release to the Company’s customers, the Company ceases capitalizing the product development costs, and any additional costs, if any, are incurred. The capitalized product development costs are amortized on a straight-line amortization basis. The amortization begins in the year following capitalization.Assets

~~Segment~~Long-lived ~~Reporting~~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 impairment is indicated.

~~Accounting Standards~~Intangible ~~Codification~~Assets (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on how our chief operating decision-~~maker~~ ~~internally~~Capitalized ~~evaluates~~Product ~~separate~~Development ~~financial information, business activities, and management responsibility. Accordingly, the Company has one reportable segment, consisting of fees for App usage.~~Costs

~~SCHEDULE~~Accounting Standards OFCodification ~~SEGMENT~~(“ASC”) ~~REPORTING~~Topic 350, “Intangibles - Goodwill and Other,” includes software that is part of a product or process to be sold to a customer and shall be accounted for under Subtopic 985-20. Our products contain embedded software internally developed by Bubblr, which is an integral part of these products because it allows the various components of the products to communicate with each other, and the products are clearly unable to function without this coding.

	Nine Months Ended				Three Months Ended
	September 30,				September 30,
Net sales:	2024		2023		2024		2023
North America	$	4,087	$	1,151	$	1,415	$	1,151
Europe		-		-		-		-
Totals	$	4,087	$	1,151	$	1,415	$	1,151
Net sales	$	4,087	$	1,151	$	1,415	$	1,151

The costs of product development that are capitalized once technological feasibility is determined (noted as Technology in progress in the Intangible Assets table, in Note 5 to Notes to Consolidated Financial Statements) include sub-contractor expenses, payroll, employee benefits, and other headcount-related expenses associated with product development. The Company determines that technological feasibility for products is reached after all high-risk development issues have been resolved. Once the products are available for general release to the Company’s customers, the Company ceases capitalizing the product development costs, and any additional costs, if any, are incurred. The capitalized product development costs are amortized on a straight-line amortization basis. The amortization begins in the year following capitalization.

Long-lived assets, net (property and equipment and intangible assets):	September 30, 2024		December 31, 2023
North America	$	37,165	$	38,881
Europe		1,078,245		1,449,049
Totals	$	1,115,410	$	1,449,049
Long-lived assets, net	$	1,115,410	$	1,449,049

Impairment of Assets

FLong-7lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable in full 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 impairment is deemed to be indicated.

~~Intangible Assets~~Fair Value of Financial Instruments

The Company ~~cost~~accounts offor ~~intangible~~financial ~~assets~~instruments ~~with~~in ~~determinable~~accordance ~~useful~~with ~~lives~~ASC is820, ~~amortized~~“Fair toValue ~~reflect~~Measurements ~~the~~and ~~pattern~~Disclosures.” ofASC ~~economic~~820 ~~benefits~~establishes a ~~consumed~~fair onvalue ahierarchy ~~straight-line basis~~that ~~over~~prioritizes the ~~estimated~~inputs ~~periods~~to ~~benefited.~~valuation ~~Patents,~~techniques ~~technology,~~used ~~and~~to ~~other~~measure ~~intangibles~~fair ~~with~~value. ~~contractual~~The ~~terms~~hierarchy ~~are~~gives ~~generally~~the ~~amortized~~highest ~~over~~priority ~~their~~to ~~respective~~unadjusted ~~legal~~quoted orprices ~~contractual~~in ~~lives.~~active ~~When~~markets ~~certain~~for ~~events~~identical assets or ~~changes~~liabilities in(Level ~~operating~~1 ~~conditions~~measurements) ~~occur,~~and anthe ~~impairment~~lowest ~~assessment~~priority isto ~~performed,~~unobservable ~~and~~inputs ~~lives~~(Level 3 measurements). The three levels of ~~intangible~~the ~~assets~~fair ~~with~~value ~~determinable~~hierarchy ~~lives~~under ~~may~~ASC be820 ~~adjusted.~~are described below:

~~Long~~Level 1 -~~Lived~~ Unadjusted quoted ~~Assets~~prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

~~Long-lived assets~~Level ~~are~~2 ~~evaluated~~- ~~for~~Quoted ~~impairment~~prices ~~whenever events or changes~~ in ~~business circumstances indicate that the carrying amount of the assets~~ ~~may~~non-active ~~not be fully recoverable~~ or ~~that~~active ~~the~~markets ~~useful~~for ~~lives~~similar ~~of these~~ assets ~~are~~or noliabilities, ~~longer~~observable ~~appropriate.~~inputs ~~Each~~other ~~impairment~~than ~~test~~quoted isprices, ~~based~~and oninputs ~~comparing the~~that ~~undiscounted~~are ~~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. The Company did~~ not ~~have any impairment of long-lived assets for the nine months ending September 30, 2024, and a $6,367~~directly ~~motor~~observable ~~vehicle~~but ~~impairment~~are incorroborated ~~the~~by ~~year~~observable ~~ending~~market ~~December 31, 2023~~data.

~~Convertible~~Level 3 - Prices or valuations ~~Financial~~that ~~Instruments~~require inputs that are significant to the fair value measurement and unobservable.

The carrying ~~Company~~value ~~bifurcates~~of ~~conversion~~the ~~options~~Company’s ~~from~~current ~~their~~assets ~~host instruments~~ and ~~accounts~~liabilities ~~for~~is ~~them~~deemed asto ~~free-standing~~be ~~derivative~~their ~~financial~~fair ~~instruments if~~value ~~certain~~due ~~criteria~~to ~~are~~their ~~met.~~short-term ~~The~~maturity ~~criteria include circumstances in which (a) the economic characteristics~~ and ~~risks of the embedded derivative~~realization. ~~instrument~~During ~~are not clearly and closely related to~~ the ~~economic~~year ~~characteristics~~ended ~~and~~December ~~risks~~31, ~~of the host contract~~2022, ~~(b)~~ the ~~hybrid~~Company ~~instrument that~~acquired ~~embodies~~warrant ~~both the embedded~~ derivative ~~instrument~~liabilities, ~~and~~which ~~the~~are ~~host~~Level ~~contract~~3 isfinancial ~~not~~instruments adjusted ~~remeasured~~to at fair market value ~~under~~on ~~otherwise~~reporting ~~applicable generally~~dates. ~~accepted~~On ~~accounting~~March ~~principles~~31, ~~with~~2025, ~~changes~~and inDecember ~~fair~~31, ~~value~~2024, ~~reported~~the inwarrant ~~earnings~~liabilities asbalances ~~they~~were ~~occur~~$5, 253 and ~~(c)~~$32,464, arespectively. ~~separate~~There ~~instrument with~~were ~~the~~no ~~same~~changes ~~terms~~in as the ~~embedded~~fair ~~derivative~~value ~~instrument~~hierarchy ~~would~~leveling beduring ~~considered~~the athree ~~derivative~~months ~~instrument.~~ended AnMarch ~~exception~~31, to2025 ~~this rule is when~~or ~~the~~year ~~host~~ended ~~instrument~~December ~~is deemed conventional~~31, ~~as that term is described under applicable GAAP~~2024.

~~Fair Value of Financial Instruments~~F-7

~~The Company~~Common ~~accounts~~Stock ~~for~~Purchase ~~financial~~Warrants ~~instruments in accordance with ASC 820, “Fair Value Measurements~~ and ~~Disclosures.” ASC 820~~Derivative ~~establishes~~Financial 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:Instruments

~~Level~~Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share ~~Unadjusted~~settlement or ~~quoted~~(2) ~~prices~~give the Company a choice of net-cash settlement or settlement in ~~active~~its ~~markets~~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 ~~accessible~~classified atas liabilities. The Company assesses the ~~measurement~~classification of its common stock purchase warrants and other derivatives at each reporting date ~~for~~to ~~identical,~~determine whether ~~unrestricted~~a ~~assets~~change orin classification between equity and liabilities is required.

~~Level 2~~ Stock-Based Quoted prices in non-active or 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.Compensation

~~Level~~The Company accounts for stock-based 3compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based ~~Prices~~payment ortransactions ~~valuations~~in ~~that~~which ~~require~~employee ~~inputs~~and ~~that~~non-employee services are ~~significant~~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 ~~value~~values ~~measurement~~of ~~and~~the ~~unobservable~~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.

~~The carrying~~Basic ~~value of the Company’s current assets~~ and ~~liabilities~~Diluted isNet ~~deemed~~Loss toper beCommon their fair value due to their short-term maturity and realization. During the year ended December 31, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments adjusted to fair market value on reporting dates. On September 30, 2024, and December 31, 2023, the warrant liabilities balances were $45,541 and $39,116, respectively. There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2024.Share

~~Stock-Based~~Pursuant to ASC 260, “Earnings ~~Compensation~~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 are 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.

~~The Company~~For ~~accounts~~the ~~for~~three ~~stock-based~~months ~~compensation~~ended inMarch ~~accordance with ASC Topic 718~~31, ~~“Compensation-Stock Compensation~~2025,” ~~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~~2024, ~~including grants of stock options, are recognized as compensation expenses~~ in the ~~financial~~following ~~statements~~outstanding ~~based on the fair values of the~~ stock ~~awards~~was onexcluded ~~the~~from ~~grant date. That expense is recognized over~~ the ~~period required~~computation toof ~~provide~~diluted ~~services~~net inloss ~~exchange~~per ~~for~~share ~~the award, known~~ as the ~~requisite~~result ~~service~~was ~~period (usually the vesting period)~~anti-dilutive.

~~F-8~~SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE

Common Stock Purchase Warrants and Derivative Financial Instruments

	2025		2024
	March 31,
	2025		2024
	(Shares)		(Shares)
Series C Preferred Stock		3,288,135		3,384,135
Warrants		2,313,242		2,538,101
Total		5,601,377		5,922,236

~~Common stock~~Income 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 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.Taxes

~~Basic~~The Company accounts for income taxes using the asset and ~~Diluted~~liability ~~Net~~method ~~Loss~~in ~~per~~accordance ~~Common~~with ~~Share~~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 believed more likely than not to be realized.

~~Pursuant to~~As ~~ASC~~of ~~260~~March 31, ~~“Earnings Per Share~~2025,” ~~basic net income~~ and ~~net loss per share are computed by dividing the net income and net~~December ~~loss~~31, by2024, the ~~weighted~~Company ~~average~~did ~~number~~not ofrecord ~~common~~any ~~shares~~amounts ~~outstanding.~~about ~~Diluted~~uncertain ~~net~~tax ~~income and net loss per share are 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~~positions.

~~For the nine months ended September 30, 2024, and 2023, the following outstanding stock was excluded from the computation of diluted net loss per share as the result was anti~~F-~~dilutive.~~8

~~SCHEDULE OF~~Foreign ~~COMPUTATION~~Currency ~~OF DILUTED NET LOSS PER SHARE~~ Translations

	September 30,
	2024		2023
	(Shares)		(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

The functional currency of the Company’s international subsidiaries is generally their local currency of Great Britain 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 exchange rates during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.

~~Foreign~~Aggregate translation gains or ~~Currency~~losses, ~~Translations~~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. Gains on foreign exchange translation totaling $6 and losses of $10,904 were recognized during the three months ended March 31, 2025, and 2024, respectively.

~~The functional~~SCHEDULE ~~currency~~OF ofFOREIGN ~~the~~CURRENCY ~~Company’s~~TRANSLATION international subsidiaries is generally their local currency of Great Britain 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 exchange rates during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.ADJUSTMENTS

Aggregate translation 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. Gains on foreign exchange translation totaling $9 and losses of $44,667 were recognized during the nine months ended September 30, 2024, and 2023, respectively.

	2025		2024		2024
	March 31,				December 31,
	2025		2024		2024
Period-end GBP£: U.S.$ exchange rate		1.2918		1.2684		1.2515
Weighted average GBP£: U.S.$ exchange rate		1.2806		1.2632		1.2781

~~SCHEDULE~~Segment ~~OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS~~Reporting

	September 30,				December 31,
	2024		2023		2023
Period-end GBP£: U.S.$ exchange rate		1.3374		1.2199		1.2731
Weighted average GBP£: U.S.$ exchange rate		1.2772		1.2447		1.2441

Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies operating segments based on how our Chief Financial Officer internally evaluates separate financial details, business activities, and management responsibility. Accordingly, the Company has one reportable segment, consisting of fees for App usage.

~~F-9~~SCHEDULE OF SEGMENT REPORTING

Income Taxes


	Three Months Ended
	March 31,
Net sales:	2025		2024
North America	$	641	$	1,504
Europe		-		-
Totals	$	641	$	1,504
Net sales	$	641	$	1,504

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 believed more likely than not to be realized.

Long-lived assets, net (property and equipment and intangible assets):	March 31, 2025		December 31, 2024
North America	$	36,021	$	36,593
Europe		1,142,233		1,145,944
Totals	$	1,178,254	$	1,181,944
Long-lived assets, net (property and equipment and intangible assets)	$	1,178,254	$	1,181,944

~~As of~~Recent ~~September~~Accounting ~~30, 2024, and December 31, 2023, the Company did not record any amounts about uncertain tax positions.~~Pronouncements

UKThe Company has reviewed all recently issued but not ~~Taxes~~yet effective accounting pronouncements and does not expect the future adoption of any such pronouncements to have a material impact on our financial statements.

~~We do~~NOTE ~~not~~3 ~~consider~~– ~~ourselves~~OTHER 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 only for their US activities. Relief would then be available against the UK tax liabilities with respect to 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.RECEIVABLES

~~UK Tax~~Other ~~Risk~~receivables consisted of the following:

~~Companies~~SCHEDULE ~~that~~OF ~~are~~OTHER 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”).RECEIVABLES

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 profit.”. The DPT has had an 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 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).

	March 31,		December 31,
	2025		2024

UK VAT receivable	$	6,669	$	3,723
Total other receivables	$	6,669	$	3,723

However, this result is based on certain legal and factual determinations. The scope and the basis upon which the DPT will be applied by HM Revenue & Customs (“HMRC”) in the UK remains uncertain. Since applicable laws 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 the 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.F-9

~~Any arrangements~~NOTE ~~between~~4 UK-~~resident~~ ~~entities~~PROPERTY ofAND 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.EQUIPMENT

~~Recent Accounting~~Property ~~Pronouncements~~and equipment consisted of the following:

~~The~~SCHEDULE ~~Company~~OF ~~has~~PROPERTY ~~reviewed~~PLANT ~~all~~AND recently issued but not yet effective accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to have a material impact on our financial statements.EQUIPMENT

F-10

	March 31,			December 31,
	2025			2024
Motor vehicles	$	-		$	-
Computer equipment		16,554			16,038

Total property and equipment		16,554			16,038
Less: accumulated depreciation		(16,554	)		(16,038	)

Total property and equipment, net	$	-		$	-

~~Reclassifications~~NOTE 5 - INTANGIBLE ASSETS

~~Certain accounts~~Intangible ~~have~~assets ~~been~~consisted ~~reclassified~~of ~~in prior periods to conform to~~ the current period presentation. Compensation expenses that were previously reported separately have been combined with general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented.following:

~~NOTE 3~~SCHEDULE –OF ~~OTHER~~INTANGIBLE ~~RECEIVABLES~~ASSETS

Other receivables consisted of the following:

	March 31,			December 31,
	2025			2024
Intellectual properties	$	3,383,147		$	3,277,603
Patents		261,400			239,829
Capitalized acquisition costs		45,745			45,745

Total intellectual properties		3,690,292			3,563,177
Less: accumulated amortization		(2,512,038	)		(2,381,233	)

Total intellectual properties, net	$	1,178,254		$	1,181,944

~~SCHEDULE OF~~● ~~OTHER RECEIVABLES~~ Patents

	September 30,		December 31,
	2024		2023
Deposit	$	200	$	200
UK R&D credit		-		80,205
UK VAT receivable		4,926		7,098
Total other receivables	$	5,126	$	87,503

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

~~NOTE~~Patents on Contextual Enveloping of Dynamic 4Hypertext Links, Real-Time ~~PROPERTY~~Data ~~AND~~Processing, ~~EQUIPMENT~~and Sensitive Data Protection are pending in the United States.

~~Property~~Patents are reported at cost, less accumulated amortization, and ~~equipment~~accumulated ~~consisted~~impairment loss. Costs include expenditures directly attributable to the acquisition of the ~~following:~~asset. Once a patent has been granted and provides economic benefit to the Company, amortization is provided on a straight-line basis over the expected useful lives of 20 years for all patents.

~~SCHEDULE OF~~● ~~PROPERTY~~Intellectual ~~PLANT AND EQUIPMENT~~ Property

	September 30,			December 31,
	2024			2023
Motor vehicles	$	-		$	59,836
Computer equipment		17,139			29,646
Total property and equipment		17,139			89,482
Less: accumulated depreciation		(17,139	)		(58,180	)
Total property and equipment, net	$	-		$	31,302

Intellectual Property capitalizes the Company’s qualifying internal research and development costs. It is amortized over its useful life of 7 years and reported at cost less accumulated amortization and accumulated impairment loss.

~~During the~~Amortization ~~nine months ended September 30, 2024, and September 30, 2023, the Company recorded depreciation~~ expenses ofwere $453,~~905~~ 954 and $951,~~210, respectively.~~489 ~~During~~for the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~September 30~~2024, ~~2023, the Company recorded depreciation expenses of $1,179 and $2,826,~~ respectively. ~~The Company recorded a loss of $9,420 on the disposal of a motor vehicle during the three and nine months ended September 30, 2024.~~

~~NOTE 5~~ F- ~~INTANGIBLE ASSETS~~10

~~Intangible assets~~NOTE ~~consisted~~6 of– ~~the~~ACCRUED ~~following:~~LIABILITIES

~~SCHEDULE~~Accrued OFliabilities ~~INTANGIBLE~~consisted of ~~ASSETS~~ the following:

	September 30,			December 31,
	2024			2023
Intellectual properties	$	3,266,590		$	3,109,539
Trademarks		40,502			36,319
Patents		252,133			228,319
Capitalized acquisition costs		45,745			45,745
Total intellectual properties		3,604,970			3,419,922
Less: accumulated amortization		(2,489,560	)		(1,963,294	)
Total intellectual properties, net	$	1,115,410		$	1,456,628

SCHEDULE OF ACCRUED LIABILITIES

● Patents

	March 31,		December 31,
	2025		2024
Director fees	$	211,000	$	211,000
Dividends payable		173,376		151,704
Other accruals		64,740		87,338
Settlement and severance		166,986		166,986
Salaries payable		1,197,959		1,106,974
Total Accrued liabilities	$	1,814,061	$	1,724,002

~~A Patent~~NOTE on7 ~~the~~– ~~Internet-Search~~LOANS ~~Mechanism~~PAYABLE ~~(“IBSM”)~~TO ~~has~~RELATED ~~been granted in the United States, South Africa, New Zealand, Canada, and Australia. The patent is pending in the European Union and the United Kingdom.~~PARTIES

~~Patents on~~The ~~Contextual~~Company ~~Enveloping~~had ofthe ~~Dynamic~~following loans ~~Hypertext~~payable ~~Links~~to ~~and~~related ~~Real-Time Data Processing are pending in the United States~~parties:

~~Patents are~~SCHEDULE ~~reported~~OF atLOANS ~~cost,~~PAYABLE ~~less~~TO ~~accumulated~~RELATED amortization and accumulated impairment loss. Costs include expenditures 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.PARTIES

F-11

	March 31,		December 31,
	2025		2024
Beginning balance Loans 1 - payable to Stephen Morris	$	561,833	$	125,910
Additions		89,786		435,923
Ending balance loan 1 – payable to Stephen Morris		651,619		561,833

Loan 2 - payable to Stephen Morris		560,756		543,262

Total loan payable to related parties		1,212,375		1,105,095

Less current portion		-		-

Total – non-current	$	1,212,375	$	1,105,095

● ~~Intellectual~~Loan ~~Property~~1 (January 16, 2016) - Stephen Morris, Founder, CTO, and Chair.

~~Intellectual~~On January 16, 2016, our wholly owned subsidiary, ~~Property~~Bubblr ~~capitalizes~~Limited, entered into a Loan Agreement (the ~~Company’s~~“Loan ~~qualifying~~Agreement”) ~~internal~~with ~~research~~Mr. Stephen Morris. The Loan Agreement is unsecured and ~~development~~does ~~costs~~not carry any interest. It was payable on demand and is ~~amortized~~intended ~~over~~for ~~its~~working ~~useful~~capital ~~life~~or ~~of 7~~as ~~years~~the ~~and~~Company ~~reported~~deems atappropriate. ~~cost~~The Loan ~~less~~is ~~accumulated~~available ~~amortization~~for ~~and~~drawing ~~accumulated~~by ~~impairment~~the ~~loss~~Company in multiple tranches.

●On ~~Trademarks~~September 30, 2024, the parties desired to amend the loan such that the principal amount of the loan shall be due and payable by Borrower to Lender on the earlier of (i) the completion of an equity offering by Bubblr, Inc., for no less than $5,000,000, or (ii) three years from the date of this Amendment.

~~The Company~~● ~~has~~Loan ~~the~~2 ~~following~~(September ~~trademarks~~7, 2022) - Stephen Morris, Founder, CTO, and Chair.

Mark

Category

Proprietor

Country

Class(es)

Status

Reg. Date.

File No.

Words

Bubblr Limited

European Union

9 38

REGISTERED

16-Nov-2019

206382.EM.01

Word

Bubblr Limited

United Kingdom

9 38

REGISTERED

05-Jul-2019

206382.GB.01

Words

Bubblr Limited

United Kingdom

9 38

REGISTERED

16-Nov-2019

206382.GB.02

Word

Bubblr Limited

United States

9 38 41 42

REGD-DEC USE

08-Feb-2022

206382.US.01

Words and Color Device

Bubblr Limited

European Union

9 38

REGISTERED

16-Nov-2019

206383.EM.01

Series of Logos

Bubblr Limited

United Kingdom

9 38

REGISTERED

05-Jul-2019

206383.GB.01

Words and Color Device

Bubblr Limited

United Kingdom

9 38

REGISTERED

16-Nov-2019

206383.GB.02

Words and Device

Bubblr Limited

United States

9 38 41 42

ACCEPTED

206383.US.01

BAU NOT OK/BAU Not OK

Series of Marks

Bubblr Limited

United Kingdom

9 38

REGISTERED

11-Oct-2019

208674.GB.01

NEWZMINE/NewzMine

Series of Marks

Bubblr Limited

United Kingdom

9 38 42

REGISTERED

25-Dec-2020

227753.GB.01

On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for $501,049 (£434,060). The Loan Agreement is unsecured, carries no interest, is non-convertible, and is due upon maturity. The Loan is available for drawing by the Company in multiple tranches.

~~The Company~~On ~~capitalizes~~September ~~trademark~~30, ~~costs~~2024, ~~where~~ the ~~likelihood~~parties ~~of acceptance is expected. Each trademark has been determined~~ agreed to ~~have~~amend ~~an infinite useful life and is assessed for impairment each reporting period. If~~ the ~~trademark’s value has been reduced or if it is not successfully registered~~loan, with the ~~assets~~maturity ~~will~~date beset ~~impaired~~three ~~and~~years ~~charged~~from ~~to expense in~~ the ~~period~~date of ~~impairment~~this amendment.

~~Amortization expenses~~NOTE ~~were~~8 ~~$415,467~~- ~~and~~RELATED ~~$167,630~~PARTY ~~for the nine months ended September 30, 2024, and 2023, respectively. They were also $188,856 and $51,505 for the three months ended September 30, 2024, and 2023, respectively.~~TRANSACTIONS

~~NOTE 6~~The –Company ~~ACCRUED~~had ~~LIABILITIES~~the following related party transactions:

~~Accrued liabilities~~● ~~consisted~~Loans ofpayable ~~the~~to ~~following:~~Stephen Morris

~~SCHEDULE~~Loans OFpayable ~~ACCRUED~~to ~~LIABILITIES~~ related party transactions are disclosed in Note 7.

	September 30,		December 31,
	2024		2023
Director fees	$	211,000	$	90,000
Dividends payable		130,032		65,016
Other accruals		60,010		76,945
Settlement and severance		166,986		166,986
Wages and Salaries		1,046,832		544,060
Total Accrued liabilities	$	1,614,860	$	943,007

F-11

~~F-12~~NOTE 9 – WARRANT LIABILITY

~~NOTE~~The Company analyzed the warrants 7issued –in ~~LOANS~~connection ~~PAYABLE~~with TOthe ~~RELATED~~Series ~~PARTIES~~C Convertible Preferred Stock (see Note 10) for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instruments should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise. ASC 815 requires us to assess the fair market value of the derivative liability at the end of each reporting period and recognize any change in fair market value as an income or expense item.

The Company ~~had~~determined our warrant liabilities to be a Level 3 fair value measurement during the ~~following~~year, ~~loans~~based ~~payable~~on management’s estimate of the expected future cash flows required to ~~related~~settle ~~parties~~the liabilities. We used the Black-Scholes pricing model to calculate the fair value as of March 31, 2025. The Black-Scholes model requires three basic data inputs: the exercise or strike price, the time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model.

~~SCHEDULE~~For OFthe ~~LOANS~~period ~~PAYABLE~~ended TOMarch ~~RELATED~~31, 2025, ~~PARTIES~~ the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

	September 30,		December 31,
	2024		2023
Beginning balance Loan 1 - payable to Stephen Morris	$	125,910	$	374,018
Loan resolution – convert principal into shares of common stock				(821,432	)
Fourth amendment (December 27, 2023) – additions				573,324
Fifth amendment (June 30, 2024) – additions		159,820
Sixth amendment (September 30, 2024) – additions		104,110
Ending balance Loan 1 - payable to Stephen Morris		389,840		125,910
Loan - payable to Stephen Morris		580,551		552,639
Related party loan - payable to director		-		32,337
Total loan payable to related parties		970,391		710,886
Less – current portion		-		158,248
Total – non-current	$	970,391	$	552,639

● Loan 1 (January 16, 2016) - Stephen Morris, Founder, CTO and Chair.

	Three Months Ended
	March 31, 2025
Expected term (years)		0.96 – 2.50
Expected average volatility		176% - 291%
Expected dividend yield		8.33%
Risk-free interest rate		1.50% - 5.19%

~~On January~~The ~~16,~~following ~~2016,~~table ~~our~~summarizes the ~~wholly~~changes ~~owned~~in ~~subsidiary,~~the ~~Bubblr~~warrant ~~Limited,~~liabilities ~~entered~~during ~~into a Loan Agreement (~~the ~~“Loan~~three ~~Agreement”)~~months ~~with Mr.~~ended ~~Stephen~~March ~~Morris. The Loan Agreement is unsecured and carries no interest~~31, ~~is payable on demand, and is for working capital or as the Company deems appropriate. The Loan is available for drawing by the Company in multiple tranches.~~2025:

~~On December~~SUMMARY ~~20,~~OF ~~2022,~~CHANGES ~~the~~IN ~~Company~~WARRANT entered into a third amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to reduce the outstanding principal amount of the loan by $71,540 (£59,543) in exchange for the Company assigning advances receivables of $71,540 (£59,543) whereon Mr. Morris is entitled to amounts received pursuant to such receivables and will bear the risk of non-payment with respect to such receivables. The loan balance is $374,018 (£309,080).LIABILITIES

On December 27, 2023, Stephen Morris converted $821,432 in principal amount of promissory notes payable and due to him from the Company into 2,489,186 shares of Common Stock. The conversion price for the Common Stock was $0.33 per share.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Warrant liability December 31, 2024	$	32,464
Addition of new warrants	$	-
Change in fair value of warrant liability		(27,211	)
Warrant liability as of March 31, 2025	$	5,253

~~On December~~NOTE ~~27,~~10 ~~2023,~~- ~~the~~STOCKHOLDERS’ ~~parties entered into a fourth amendment with Mr. Morris to add $573,324 in principal for working capital purposes. The loan balance is $125,910 (£98,900).~~EQUITY

~~On June~~Preferred ~~30, 2024, the parties entered into a fifth amendment with Mr. Morris to add $159,820 in principal for working capital purposes. The loan balance is $285,730 (£225,891).~~Stock

OnThe Company ~~September~~has ~~30,~~authorized ~~2024~~25,000,000 ~~the~~preferred ~~parties~~shares ~~desired~~with toa ~~amend~~par ~~the~~value ~~loan~~of ~~such~~$0.001 ~~that~~per ~~the~~share. ~~principal~~The ~~amount~~Board of ~~the~~Directors ~~loan~~is ~~shall~~authorized ~~be due and payable by Borrower~~ to ~~Lender~~divide on the ~~earlier~~authorized shares of ~~(i)~~Preferred ~~the~~Stock ~~completion~~into ofone anor ~~equity~~more ~~offering~~series, byeach ~~Bubblr,~~of ~~Inc.,~~which ~~for~~shall nobe ~~less~~so ~~than~~designated ~~$5,000,000,~~as orto ~~(ii)~~distinguish ~~three~~the ~~years~~ shares thereof from the shares ~~date~~ of ~~this~~all ~~Amendment~~other series and classes.

~~On September~~Series ~~30,~~C ~~2024,~~Convertible ~~the~~Preferred ~~parties entered into a sixth amendment with Mr. Morris to add $104,110 in principal for working capital purposes. The loan balance is $389,840 (£291,491).~~Stock

●On ~~Loan~~March 4, 22023, ~~(September~~the 7,Company ~~2022)~~filed -a ~~Stephen~~Certificate ~~Morris~~of Designation with the Wyoming Secretary of State, ~~Founder~~which established 2,000 ~~CTO~~shares ~~and~~of ~~Chair~~the Company’s Series C Convertible Preferred Stock with a Stated Value of $1,200 per share.

OnThe Company ~~September~~has 7,the ~~2022,~~right ~~our~~to ~~wholly~~redeem ~~owned~~the ~~subsidiary,~~Series ~~Bubblr~~C ~~Limited,~~Convertible ~~entered~~Preferred ~~into~~Stock ain ~~new~~accordance ~~loan agreement (the “Loan Agreement”)~~ with ~~Mr. Morris for $501,049 (£434,060). The Loan Agreement is unsecured, carries no interest, is non-convertible, and is due upon maturity, which is three years after~~ the ~~date~~following ~~of the agreement.~~schedule:

On September 30, 2024, the parties desired to amend the loan such that the maturity date, which is three years from the date of the Loan Agreement to three years from the date of this amendment.

	●	The Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value, together with any accrued but unpaid dividends and

	●	The Company shall pay an 8% per annum dividend 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. Dividends shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether earned or declared, and whether or not there are profits, surplus, or other funds of the Company legally available for the payment of dividends.

~~● Related Party Loan – Professor Paul Morrissey, Director.~~F-12

~~On September 8, 2023, the Company entered into a new loan agreement with Professor Paul Morrissey for $28,899 (£22,700).~~ The ~~Loan~~Series ~~had~~C anConvertible ~~original~~Preferred ~~issue~~Stock ~~discount~~will ofvote ~~$7,257~~together ~~(£5,700).~~with ~~The~~the ~~Loan~~common ~~Agreement~~stock ~~is unsecured, non-convertible, and carries a fixed interest rate of 2.85% every four weeks~~ on ~~the~~an ~~original principal. It is non~~as-~~convertible~~converted ~~and~~basis ~~was~~subject ~~payable~~to ~~four weeks after~~ the ~~date~~Beneficial ofOwnership ~~the agreement.~~Limitations ~~The loan outstanding on September 30, 2024, and December 31, 2023, is $0~~ (~~£0)~~as ~~and~~set ~~$32,337~~forth ~~(£25,401)~~in ~~respectively. Total interest expense was $4,847 (£3,832) and $3,438 (£2,701) for~~ the ~~nine~~Certificate ~~months~~of ~~ended September 30, 2024, and the year ended December 31, 2023, respectively~~Designation). ~~The loan was fully paid in May 2024.~~

~~NOTE~~Each 8share -of ~~RELATED~~the ~~PARTY~~Series ~~TRANSACTIONS~~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 $1,200 of such share by the Conversion Price of $0.3202.

~~The~~As of March 31, 2025, and December 31, 2024, the Company had ~~the~~823 and ~~following~~903 ~~related~~shares ~~party~~of ~~transactions:~~Series C Preferred Stock issued and outstanding, respectively.

●Common ~~Loans payable to Stephen Morris ● Loan payable to Director of the Company.~~Stock

~~Loans~~The Company ~~payable~~has toauthorized ~~related~~3,000,000,000 ~~party~~common ~~transactions~~shares ~~are~~with ~~disclosed~~a par value of $0.01 per share. Each common share entitles the holder to one vote, in person ~~Note~~or 7by proxy, on any matter on which action of the corporation’s stockholders is sought.

~~NOTE~~During the year ending December 931, –2024, ~~WARRANT~~the ~~LIABILITY~~Company issued the following unregistered securities:

~~The Company~~● ~~analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 10) for derivative accounting consideration under ASC 815~~200,000 Derivatives and Hedging, and determined that the instruments should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to befor ~~delivered~~Advisory ~~upon~~Board ~~exercise.~~services ~~ASC~~valued ~~815 requires us to assess the fair market value of the derivative liability~~ at ~~the end of each reporting period and recognize any change in the fair market value as other income or expense items~~$10,000.

~~F-13~~During the three months ended March 31, 2025, the Company issued the following unregistered securities.

~~The Company~~● determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of September 305, ~~2024. The Black Scholes model requires three basic data inputs: the exercise or strike price~~970,150 ~~time~~for ~~to expiration,~~ the ~~risk-free~~conversion ~~interest rate, the current stock price, the estimated volatility~~ of ~~the~~Series ~~stock~~C ~~price~~Convertible inPreferred ~~the~~Stock ~~future,~~valued ~~and~~at ~~the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model.~~$96,000

~~For the~~On ~~period~~March ~~ended~~31, ~~September~~2025, 30and December 31, 2024, the ~~estimated~~Company ~~fair~~had ~~values~~165,860,597 ofand ~~the~~159,890,447 ~~warrant~~shares ~~liabilities~~of ~~measured~~common onstock aissued ~~recurring~~and ~~basis~~outstanding, ~~are as follows:~~respectively.

~~SCHEDULE~~The above securities were issued OFin ~~ESTIMATED~~reliance ~~FAIR~~on ~~VALUES~~the OFexemption ~~WARRANT~~from ~~LIABILITIES~~registration ~~MEASURED~~provided ONby ASection ~~RECURRING~~4.(a)(2) ~~BASIS~~of the Securities Act of 1933, as amended, and in reliance on the exception from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

	Nine Months Ended
	September 30, 2024
Expected term (years)		1.21 – 2.50
Expected average volatility		177% - 252%
Expected dividend yield		8.33	%
Risk-free interest rate		1.50% - 5.19%

Warrants

The Company ~~following~~identified ~~table~~conversion ~~summarizes~~features ~~the~~embedded ~~changes~~within inwarrants ~~the~~issued ~~warrant liabilities~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2023. The Company has determined that the conversion feature of the Warrants represents an embedded derivative, ~~and~~as the ~~year~~conversion ~~ended~~price includes a reset provision that ~~December~~could ~~31,~~result ~~2023:~~in adjustments to the redemption value and the number of shares issued upon exercise (see Note 9—Warrant Liability).

~~SUMMARY~~A OFsummary of ~~CHANGES~~activity INduring ~~WARRANT~~the ~~LIABILITIES~~three months ended March 31, 2025, follows:

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Warrant liability December 31, 2023	$	39,116
Addition of new warrants	$	-
Change in fair value of warrant liability		6,425
Warrant liability as of September 30, 2024	$	45,541

SUMMARY OF WARRANTS ACTIVITY

NOTE 10 - STOCKHOLDERS’ EQUITY

	Warrants Outstanding					Weighted Average
	Number of			Weighted Average		Remaining life
	Warrants			Exercise Price		(years)

Outstanding, December 31, 2024		2,538,101		$	0.3160		3.23
Granted		-			-		-
Exercised		-			-		-
Forfeited/canceled		(224,859	)		0.3404		0.19
Outstanding, March 31, 2025		2,313,242		$	0.3136		1.99

Exercisable Warrants, March 31, 2025		2,313,242		$	0.3136		1.99

~~Preferred Stock~~F-13

The following ~~Company~~table ~~has~~summarizes ~~authorized~~information ~~25,000,000~~relating ~~preferred shares with a par value of $0.001 per share. The Board of Directors is authorized~~ to ~~divide the~~outstanding ~~authorized~~and ~~shares~~exercisable ofwarrants ~~Preferred Stock into one or more series, each of which shall be so designated~~ as ~~to distinguish the shares thereof from the shares~~ of ~~all~~March ~~other~~31, ~~series and classes.~~2025:

~~Series~~SUMMARY OF INFORMATION RELATING CTO ~~Convertible~~OUTSTANDING ~~Preferred~~AND ~~Stock~~EXERCISABLE WARRANTS

On March 4, 2023, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established 2,000 shares of the Company’s Series C Convertible Preferred Stock, with a Stated Value of $1,200 per share.

Warrants Outstanding and Exercisable
Number of Warrants	Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Value of Warrants
716,740	0.78	$	0.3404	$	243,978
472,205	0.39		0.3404		160,739
562,149	0.49		0.3503		196,921
281,074	0.25		0.2170		60,993
281,074	0.26		0.2236		62,848
2,313,242	2.17	$	0.3136	$	725,479

~~The~~As of ~~Company~~March ~~has~~31, 2025, the ~~right~~intrinsic tovalue ~~redeem~~of the ~~Series~~warrants Cis ~~Convertible~~$0, ~~Preferred~~as ~~Stock~~the inprice ~~accordance~~of ~~with~~the Company’s stock was below the ~~following~~warrant ~~schedule:~~exercise price.

	●	The Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value, together with any accrued but unpaid dividends and
	●	The Company shall pay an 8% per annum dividend 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. Dividends shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether earned or declared, and whether or not there are profits, surplus, or other funds of the Company legally available for the payment of dividends.

Equity Incentive Plan

~~F-14~~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.

The ~~Series~~2022 CEquity ~~Convertible~~Incentive ~~Preferred~~Plan ~~Stock~~aims ~~will~~to ~~vote~~foster ~~together~~and ~~with~~promote ~~the~~our ~~common~~long-term ~~stock~~financial onsuccess anand ~~as-converted~~increase ~~basis~~stockholder ~~subject~~value by motivating performance through incentive compensation. The 2022 Equity Incentive Plan is designed to ~~the~~encourage ~~Beneficial~~participants ~~Ownership Limitations~~to ~~(as~~acquire ~~set~~and ~~forth~~maintain ownership interests in our company and to attract and retain the ~~Certificate~~services of ~~Designation)~~talented individuals whose judgment and special efforts are crucial to the successful operation of our business.

~~Each~~On July ~~share~~9, of2024, ~~the Series C Convertible Preferred Stock is convertible~~1,848,000 atunvested ~~any~~options ~~time and from time~~ to ~~time~~purchase ~~from~~our ~~and after the issuance at the option of the Holder thereof, into that number of shares of~~ Common Stock ~~(subject~~were toforfeited ~~Beneficial~~upon ~~Ownership~~termination ~~Limitations) determined by dividing the Stated Value~~ of ~~$1,200 of such share by the Conversion Price of $0~~service.~~3202.~~

On ~~March~~ 4October 9, ~~2022~~2024, ~~the Company entered into a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments~~4, ~~LLC (“GHS”)~~872,000 ~~whereby~~options ~~GHS agreed~~ to purchase, inour ~~tranches,~~Common upStock toexpired ~~$700,000~~because ofthey ~~the~~were ~~Company’s~~not ~~Series~~exercised Cwithin ~~Convertible Preferred~~three ~~Stock~~months inof ~~exchange~~the ~~for 700 shares~~ termination of ~~Series C Convertible Preferred Stock~~service.

On ~~March~~ 4October 17, ~~2022~~2024, the Company ~~issued~~granted ~~to GHS the first tranche of 300 shares of Series C Convertible Preferred Stock~~8,305,000 asoptions ~~well~~to aspurchase ~~commitment shares~~our ofCommon ~~35 shares of Series C Convertible Preferred~~ Stock ~~and~~to ~~941~~executives,~~599~~ ~~warrant~~management, ~~shares~~and ~~(the~~professional ~~“GHS~~service ~~Warrant”)~~providers. ~~Warrant shares~~ ~~represent~~Our ~~75%~~Board of ~~the~~Directors ~~number~~determines ofthe ~~shares~~terms of ~~common stock issuable upon conversion of~~ the ~~Series C Convertible Preferred Stock (the “GHS Warrant Shares”). The Company has agreed to register the shares of common~~ stock ~~issuable~~option ~~pursuant~~grants toand ~~the~~is ~~conversion~~consistent ofwith ~~the~~our ~~Series C~~2022 ~~Convertible~~Equity ~~Preferred~~Incentive ~~Stock and the GHS Warrant Shares~~Plan.

~~GHS~~On October ~~delivered~~17, ~~gross~~2024, ~~proceeds~~the ofCompany ~~$266~~canceled and granted 500,000 options to ~~the~~purchase ~~Company~~our ~~(legal~~Common ~~fees~~Stock ~~and~~to a ~~transaction~~provider ~~fee~~of ~~charged~~professional ~~by Spartan Capital were excluded)~~services.

On ~~March~~ 9January 14, ~~2022~~2025, ~~the Company entered a Securities Purchase Agreement with Proactive Capital Partners LP (“Proactive”)~~1,395,000 ~~whereby Proactive~~unvested ~~agreed~~options to purchase ~~160~~our ~~shares~~Common ofStock ~~Series~~were Cforfeited ~~Preferred~~upon ~~Stock~~termination of service.

~~The~~Our Board ~~Company~~of ~~agreed~~Directors todetermines ~~issue~~the ~~Proactive~~terms ~~commitment shares~~ of 8stock ~~shares~~option ofgrants, ~~Series~~which Care ~~Convertible~~consistent ~~Preferred~~with ~~Stock~~our ~~and~~2022 ~~472,205~~Equity ~~warrant~~Incentive ~~shares (the “Warrant”)~~Plan. ~~Warrant~~Our ~~shares~~stock ~~represent~~option ~~75%~~grant general ofpolicy ~~the~~is ~~number~~that ofoptions ~~shares~~partially ofvest ~~common~~after ~~stock~~90 ~~issuable~~days ~~upon conversion~~ of ~~the~~service, ~~Series~~with ~~C Convertible Preferred Stock (~~the ~~“Warrant~~remaining ~~Shares”).~~options ~~The~~vesting ~~Company~~monthly ~~has~~over ~~agreed~~a toperiod ~~register the shares~~ of ~~common stock issuable~~two ~~pursuant~~years. toThe ~~the~~maximum ~~conversion~~term ofis ~~the~~ten ~~Series C Convertible Preferred Stock and the Warrant Shares~~years.

On March 9, 2022, the Company issued 168 shares of Series C Convertible Preferred stock to Proactive Capital Partners LP as per the Securities Purchase Agreement. Proactive delivered gross proceeds of $290,000 to the Company (excluded were legal fees).F-14

OnThe following ~~April~~table ~~24,~~summarizes ~~2022,~~ the ~~Company~~stock ~~issued~~options ~~the~~activity ~~second~~for ~~tranche of 200 shares of Series C Convertible Preferred Stock and 562,149 warrant shares as per its Securities Purchase Agreement (~~the ~~“GHS~~three ~~Securities~~months ~~Purchase~~ended ~~Agreement”) with GHS Investments, LLC (“GHS”), of~~ March 431, ~~2022. GHS delivered gross proceeds of $184~~2025,~~000~~ toand the ~~Company~~year ~~(legal~~ended ~~fees~~December ~~and~~31, ~~a transaction fee charged by Spartan Capital were excluded).~~2024:

~~On May~~SUMMARY ~~25,~~OF ~~2022,~~STOCK ~~the~~OPTION Company issued the third tranche of 100 shares of Series C Convertible Preferred Stock and 281,074 warrant shares as per its Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), of March 4, 2022. GHS delivered gross proceeds of $92,000 to the Company (legal fees and a transaction fee charged by Spartan Capital were excluded).ACTIVITY

F-15

	Number of Shares
	Three Months Ended March 31, 2025			Year Ended December 31, 2024
Outstanding at the beginning of the year		17,380,000			14,400,000
Granted		-			10,200,000
Exercised		-			-
Forfeited		(1,395,000	)		(1,848,000	)
Expired\Cancelled		-			(5,372,000	)
Outstanding at the end of the year		15,985,000			17,380,000
Exercisable		15,901,000			15,649,000
Weighted-average Exercise Price	$	0.0989		$	0.0937

OnSCHEDULE ~~September~~OF ~~24,~~THE ~~2022,~~WEIGHTED ~~the~~AVERAGE ~~Company~~FAIR ~~issued~~VALUE ~~the~~OF ~~fourth~~STOCK tranche of 100 shares of Series C Convertible Preferred Stock and 281,074 warrant shares as per its Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), of March 4, 2022. GHS delivered gross proceeds of $92,000 to the Company (legal fees and a transaction fee charged by Spartan Capital were excluded).OPTIONS

On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for £434,089 (US$549,079 on September 30, 2024). In order to enter into the new loan, GHS Investments, LLC agreed to waive a prohibition on borrowing over $200,000 found in our Certificate of Designation for the Series C Preferred Stock, in exchange for our company issuing 345,220 shares of common stock: 281,000 shares of common stock to GHS and 64,220 shares of common stock to Proactive. The resulting common shares were valued at $71,703, recorded as interest expense.

	Year Ended
	December 31, 2024
Expected life in years		8.01 – 9.55
Risk-free interest rate		4.28%
Annual forfeiture rate		10%
Volatility		280%
Expected dividend yield		0%

~~As a~~The ~~result of the above transactions, the Company received total net proceeds of $789,000, of which $721,275 has been allocated to the~~following ~~warrants~~table ~~and~~summarizes ~~Series~~certain Cinformation ~~Preferred~~regarding ~~Stock based on~~ the ~~warrants~~Company’s ~~fair market values on each contract date, with the residual loss of $28,043 allocated to day~~non-~~one~~vested ~~loss on warrant liability associated with the March 2022 issuances, and excess proceeds of $95,768 allocated to the Series C Preferred Stock related to the April, May, and September 2022 issuances.~~shares:

AsSCHEDULE ofOF ~~September~~NON-VESTED ~~30, 2024, and December 31, 2023, the Company had 903 shares of Series C Preferred Stock issued and outstanding.~~SHARES

Common Stock

	Number of Shares

Non-vested as of December 31, 2023		1,731,000
Granted		-
Forfeited or expired		(1,395,000	)
Vested		252,000

Non-vested as of December 31, 2024		588,000

The ~~Company~~ ~~has authorized 3,000,000,000 common shares with a par value of $0.01 per share. Each common share entitles the holder to one~~following ~~vote,~~table insummarizes ~~person or by proxy, on any matter on which action of~~ the ~~corporation’s~~stock ~~stockholders~~options ~~is sought.~~exercisable:

~~During~~SUMMARY ~~the~~OF ~~year~~STOCK ~~ended~~OPTION ~~December~~ACTIVITY ~~31,~~OUTSTANDING ~~2023,~~AND ~~the Company issued the following unregistered securities:~~EXERCISABLE

● 1,455,784 shares for Investor Relations services valued at $285,338. ● 625,000 shares for Consultancy services valued at $100,000. ● 500,000 shares for Professional services valued at $65,000. ● 311,159 shares for Series C Preference Shares Dividend valued at $43,805. ● 2,489,186 shares for Loan Resolution valued at $821,431.

	Options		Options
	Outstanding		Exercisable

Number of shares		14,590,000		14,002,000
Weighted-average contractual life in years		8.75		8.75
Weighted-average price	$	0.1059	$	0.0989
Intrinsic value	$	-	$	-

~~During~~The total ~~the~~intrinsic ~~nine~~value ~~months~~of ~~ended~~options ~~September~~is ~~30,~~zero ~~2024,~~because the ~~Company~~closing ~~did~~stock ~~not~~price ~~issue~~was ~~unregistered~~below ~~securities~~the weighted average exercise value.

OnThe Company ~~September~~recognized ~~30,~~compensation ~~2024~~costs of $40,887 and ~~December 31~~$108,985 ~~2023,~~for the ~~Company~~three ~~had~~months ~~159,690,447~~ended ~~shares~~March of31, ~~common~~2025, ~~stock~~and ~~issued~~March ~~and~~31, ~~outstanding~~2024, respectively.

~~The~~There ~~above securities~~ were ~~issued~~$13,629 inand ~~reliance~~$517,669 onof ~~the~~unrecognized ~~exemption~~compensation ~~from~~costs ~~registration~~for ~~provided~~the bythree ~~Section~~months ~~4.(a)(2)~~ended ofMarch ~~the~~31, ~~Securities~~2025, ~~Act~~and ofMarch ~~1933~~31, as ~~amended~~2024, ~~and~~respectively. The incost ~~reliance~~related onto ~~the~~non-vested ~~exception~~share ~~from~~options, ~~registration~~which ~~provided~~we bywill ~~Regulation~~realize Sover ~~promulgated under~~ the ~~Securities~~next ~~Act~~two ~~of 1933, as amended~~months.

~~Warrants~~F-15

~~The Company~~NOTE ~~identified~~11 ~~conversion~~- ~~features~~COMMITMENTS ~~embedded~~AND within warrants issued during the nine months ended September 30, 2023. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision that could cause adjustments in redemption value and the number of shares issued upon exercise (see Note 9—Warrant Liability).CONTINGENCIES

~~F-16~~Employment Agreements

~~A summary~~● ofStephen ~~activity~~Morris, ~~during~~Founder, ~~the~~Chief ~~nine~~Technical ~~months ended September 30~~Officer, ~~2024,~~and ~~follows:~~Director

~~SUMMARY~~On OFApril ~~WARRANTS~~1, ~~ACTIVITY~~ 2023, the Company agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share, representing a total value of $628,320, under the 2022 Incentive Plan. The options were fully vested as Mr. Morris had completed two years and three months of service.

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2023		2,538,101	$	0.32		3.23
Granted		-		-		-
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, September 30, 2024		2,538,101	$	0.32		2.48
Exercisable Warrants, September 30, 2024		2,538,101	$	0.32		2.48

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris, reducing his annual base pay from $450,000 to $90,000 and requiring him to forfeit $270,000 of deferred compensation.

~~The following~~● ~~table~~David ~~summarizes~~Chetwood, ~~information~~Chief ~~relating~~Financial toOfficer ~~outstanding~~ and ~~exercisable warrants as of September 30, 2024:~~Director

~~SUMMARY~~On OFDecember ~~INFORMATION~~31, ~~RELATING~~2023, TOthe ~~OUTSTANDING~~Company ~~AND~~entered ~~EXERCISABLE~~into ~~WARRANTS~~ a Second Amended Employment Agreement with David Chetwood, reducing his annual base pay from $450,000 to $180,000 and requiring him to forfeit $236,200 of deferred compensation.

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		0.90	$	0.34		941,599	$	0.34
	472,205		0.45		0.34		472,205		0.34
	562,149		0.55		0.35		562,149		0.35
	281,074		0.29		0.22		281,074		0.22
	281,074		0.30		0.22		281,074		0.22
	2,538,101		2.48	$	0.32		2,538,101	$	0.32

On October 17, 2024, the Company entered into a Third Amended Employment Agreement with David Chetwood, reducing his annual base pay from $180,000 to $90,000 and granting him a stock option of 3,000,000 shares for forfeiting compensation.

~~As of~~● ~~September~~Tim 30Symonds, ~~2024,~~Chief ~~the~~Executive ~~intrinsic~~Officer ~~value~~and ~~of the warrants is $0, as the price of the Company’s stock was below the warrant exercise price.~~Director

~~2022~~On January 15, 2025, ~~Equity~~the ~~Incentive~~Company ~~Plan~~entered into an Employment Agreement with Mr. Symonds, which will compensate him with an annual salary of $90,000 and will grant him 3,360,000 Stock Options ninety days after his hire date. The Stock Options will vest as follows: 70% within ninety days after the hire date and 30% monthly over the following two years of service.

~~On April~~NOTE 1,12 ~~2023, the Company granted executives, management, and a non~~-~~executive~~ ~~director~~SUBSEQUENT ~~options to purchase our common stock as compensation for time served. The Board of Directors determines the terms of the stock option grants, which are consistent with our 2022 Equity Incentive Plan.~~EVENTS

~~Our stock~~The ~~option~~Company ~~grant~~evaluated ~~general~~subsequent events ~~policy~~through isMay ~~that~~15, ~~options~~2024, ~~vest~~when ~~40%~~the ~~after~~financial 90statements ~~days~~were ofavailable ~~service,~~for ~~and~~issuance. ~~the~~The ~~remaining~~Company ~~options~~has ~~vest~~determined ~~monthly~~that ~~over~~no ~~two~~subsequent ~~years.~~events ~~The~~require ~~maximum~~further ~~term is ten years~~disclosure.

~~The following table summarizes the stock options activity:~~F-16

~~SUMMARY~~Item OF2. ~~STOCK~~Management’s ~~OPTION~~Discussion ~~ACTIVITY~~and Analysis of Financial Condition and Results of Operations

	Number of Shares			Weighted-Average Exercise Price (per share)
Outstanding as of December 31, 2023		14,400,000		$	0.1560
Granted		500,000			0.0239
Exercised		-			-
Forfeited or expired		(1,848,000	)		(0.0030	)
Outstanding on September 30, 2023		13,052,000		$	0.1769
Exercisable at September 30, 2024		12,464,000
Weighted-average fair value of options granted in the period	$	0.210

Forward-Looking Statements

FSome of the statements contained in this Quarterly Report on Form 10-17Q 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 words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Forward-looking statements involve future risks and uncertainties, and some factors 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 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. Key factors that may cause actual results to differ from projections include, for example:

~~The weighted~~● ~~average~~our ~~fair~~strategies, ~~value~~prospects, plans, expectations, forecasts, or objectives; ● our ability to achieve marketable products and the costs and timing thereof; ● acceptance of ~~stock~~our ~~options~~products ~~granted~~by isour ~~based~~target onmarket and our ability to compete in such a market; ● our ability to raise additional financing when needed and the ~~Black-Scholes~~terms ~~option~~and ~~pricing~~timing ~~model~~thereof; ● our ability to expand, ~~which~~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 ~~following~~period ~~weighted average~~for ~~assumptions~~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 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 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.

~~SCHEDULE~~Readers are cautioned not to place OFundue ~~THE~~reliance ~~WEIGHTED~~on ~~AVERAGE~~the ~~FAIR~~forward-looking ~~VALUE~~statements OFcontained ~~STOCK~~herein, ~~OPTIONS~~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 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-Q.

	Three Months Ended
	September 30, 2024
Expected life (years)		0.63 – 2.33
Risk-free interest rate		4.35	%
Expected forfeiture rate		13	%
Volatility		1.90% - 2.43%
Expected dividend yield		0	%

Business Overview

~~The~~Bubblr, Inc., d/b/a Ethical Web ~~following~~AI ~~table~~(“EW”) ~~summarizes~~is ~~certain~~an ~~information~~artificial ~~regarding~~intelligence (“AI”) company that has patent-protected (granted and pending) intellectual properties. Following a sustained period of technical development led by its founder, Steve Morris, the Company is now entering the phase of revenue growth driven by the launch of a first enterprise product and the establishing of a new executive team. The founding development team has always looked to exploit commercial opportunities from emerging technology. The rapid rise of Generative AI in both the consumer and enterprise space is a good example of how EW’s ~~non~~combination of deep technological know-~~vested~~how ~~shares:~~and agile development methods can exploit market openings.

~~SCHEDULE OF NON-VESTED SHARES~~4

	Number of Shares
Non-vested as of December 31, 2023		4,368,000
Granted		500,000
Forfeited or expired		(1,848,000	)
Vested		(2,432,000	)
Non-vested as of September 30, 2024		588,000

AI Vault

The use of Generative AI offers ~~following~~significant ~~table~~opportunities ~~summarizes~~for enterprises to improve productivity by automating and enhancing a wide range of tasks and workflows. The Generative AI Enterprise market is still at a relatively early stage, but adoption of the ~~stock~~main ~~options~~Large ~~exercisable:~~Language Models (“LLMs”) applications has been rapid, particularly ChatGPT. However, the key area of data security has yet to be fully addressed, with no clear guidelines or functionality in place to ensure that confidential corporate information is not uploaded into the prompts.

~~SUMMARY~~EW sees a clear market for a solution OFthat ~~STOCK~~allows ~~OPTION~~an ~~ACTIVITY~~enterprise ~~OUTSTANDING~~to ~~AND~~leverage ~~EXERCISABLE~~ the productivity gains without the inherent risks to closely manage and monitor what type of information is shared to generate an output. This new solution is called AI Vault and is now being soft-launched. The target markets for this product are those companies that do not allow their staff to use generative AI products for fear of sensitive data leaving the building. Mainly due to data privacy and security concerns, many corporations have implemented bans on using Gen AI tools like ChatGPT. Despite these prohibitions, reports indicate that employees continue to use such tools clandestinely. A survey by Cisco revealed that 27% of organizations had banned generative AI applications. However, many employees admitted to inputting sensitive data into these tools, including non-public company information (48%) and employee information (45%).

	Options		Options
	Outstanding		Exercisable
Number of shares		13,052,000		12,464,000
Weighted-average contractual life in years		8.61		8.61
Weighted-average exercise price			$	0.1776
Intrinsic value			$	-

We believe this market opportunity to be significant and are already well advanced in integrating with a global service provider to bundle our proposition within a broader services proposition. This will ensure extremely low customer acquisition costs 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.

~~The total~~AI ~~intrinsic~~Seek ~~value of options on September 30, 2023, is zero because the closing stock price was below the weighted average exercise value.~~

~~The Company~~Following ~~recognized~~the ~~compensation~~successful ~~costs~~ launch of ~~$292,044~~this ~~and~~product $1in 2023,~~450,608~~ ~~for~~which ~~the~~is ~~nine~~available ~~months~~in ~~ended~~the ~~September~~Apple 30App Store, ~~2024~~we will be driving a white label licensing model that drives towards new strategic partners who have a strong presence in Education and/or ~~2023,~~the ~~respectively~~K12 market. The ~~Company~~ability ~~recognized~~to ~~compensation~~completely ~~costs~~customize ofthe ~~$74,074~~search parameters to ensure a “safe” and ~~$472~~trackable experience is a key differentiator. As with AI Vault above,~~198~~ ~~for~~we see the ~~three~~primary ~~months~~commercial approach ~~ended~~as ~~September~~a 30partnership model, ~~2024~~adapting the user interface and ~~2023,~~core ~~respectively~~search parameters to meet the needs of the license partner. We are looking to launch the first pilot in the third quarter of 2025.

~~As of~~Ethical ~~September~~Web ~~30, 2024, there were $95,403 of unrecognized compensation costs related to non-vested share options, which we will realize over the next seven months.~~Platform

~~F-18~~The Ethical Web Search platform is the technical manifestation of patent No. 10977387. These apps search based on inventory, giving the user a current view and improved user experience. This platform continues to be a potentially transformative solution as white label play for significant technology players in key verticals. EW continues to explore potential commercial alliances that leverage the patented IP. The core functionality of the platform covers the following key areas:

~~NOTE 11~~● The decentralization of control, revenue collection, and delivery allows a partner to build a global network of locally managed super apps that use the same database. ● Ability to completely anonymize user data and suppress all behavioral data tracking ● Ability to run an advertisement-free ~~COMMITMENTS~~commercial ~~AND~~model. ~~CONTINGENCIES~~Suppliers of goods and services can operate on a subscription-based model.

~~Lease~~Intellectual Property

~~The Company~~We ~~rents~~have ~~virtual~~created ~~space~~a ~~month~~new search mechanism, “AN INTERNET-~~to-month~~BASED atSEARCH 21MECHANISM,” ~~West~~which ~~46th~~has Stbeen granted a patent in South Africa (2016/06947), New ~~York~~Zealand (725014), the NYUnited ~~10036~~States of America (‘Utility Patent No. ~~The~~US ~~monthly~~10977387), ~~rate~~Canada is(2962520), ~~$200~~and we have patents pending on the same processes in Australia (2015248619), the European Union (15723990.6) ~~Due~~and tothe ~~its~~United ~~short~~Kingdom ~~term~~(PCT/GB2015/051130), ~~this~~creating an alternative economic ~~lease~~ecosystem isto ~~exempt~~tackle ~~from~~the ~~ASC~~current ~~842~~broken ~~lease~~model ~~accounting~~and better serve all main participant groups. This utility patent defines a profoundly unique way for internet users to search the internet for goods or services rather than text-based search engine solutions. The ~~Company~~technical ~~terminated~~manifestation of this utility patent is the ~~lease~~Ethical onWeb ~~August~~ATI ~~31,~~Open-Source ~~2024~~Platform.

~~Investor~~We have filed a sister patent ~~Relations~~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 unique way for consumers to search for information only, which again is 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.

~~On February~~We ~~14,~~have ~~2023,~~also filed another patent with the ~~Company~~U.S. ~~entered~~Patent ~~into~~Office (application number 18/376,101), which currently has a ~~twelve~~generic title of “computer-~~month~~implemented ~~Consulting~~method and ~~Agreement~~system.” Again, this utility patent resolves a significant issue with ~~Beyond~~existing ~~Media~~foundation ~~SEZC~~AI LLM, such as Chat GPT and Claude 2, whereby they cannot provide information that needs contemporaneous data. ~~Under~~This is because the ~~agreement,~~established ~~Beyond~~AI ~~Media~~LLMs have a training data ~~will~~database ~~receive~~that ~~$7,000~~was ~~monthly~~limited to some point in ~~cash~~the ~~and~~past. 1For example,~~000,000~~ ~~shares~~Chat ofGPT’s ~~common~~training ~~stock~~data ~~valued~~only atgoes ~~$180,000~~up to September 2021. InClaude 2 ~~February~~will ~~2024,~~be ~~Beyond~~updating ~~Media~~their ~~SEZC~~training ~~agreed~~ data to ~~write~~January ~~off~~2023. ~~all~~This ~~outstanding~~utility ~~invoices~~patent uses an internally trained AI LLM that identifies those search prompts that require contemporaneous data (~~$44~~for example,~~000~~ stock prices and sports data) ~~due~~and byaugments the ~~Company~~prompt with the necessary contemporaneous data to radically improve the AI LLM’s output to include references to the required contemporaneous data. The technical manifestation of this patent is delivered in version 4 and beyond of our AI Seek consumer app.

~~On June 15, 2023, the Company entered into a six-month Consulting Agreement with Launchpad LLC. Under the agreement, Launchpad LLC will receive $3,000 in cash per month.~~5

~~Employment and Separation Agreements~~Competition

●The ~~Steven~~enterprise Gen ~~Saunders~~AI market for security products is at a very early stage, ~~Former~~with ~~Chief~~no ~~Commercial~~clear ~~Officer~~established players. The known providers are marketing solutions that require significant levels of integration and ~~Director~~bespoke development.

OnOur competitors ~~January~~may 31announce new products, ~~2023~~services, ~~the~~or ~~Company~~enhancements ~~entered~~that ~~Separation~~better ~~Agreements~~address ~~with~~changing ~~Steven~~industry ~~Saunders.~~standards Heor isthe noneeds ~~longer~~of anusers, ~~officer~~such oras ~~director of our Company,~~mobile ~~and~~access ~~all~~or ~~prior~~different ~~agreements~~market ~~are terminated~~focus. ~~Mr.~~Such ~~Saunders~~increased ~~and~~competition ~~the~~could ~~Company~~lead ~~agreed~~ to apressure ~~settlement~~on ~~totaling $116~~pricing,~~000~~ toloss ~~satisfy~~of ~~all~~business, ~~amounts due.~~or Asdecreased ofuser ~~September 30~~activity, any ~~2024,~~of ~~the~~which ~~amount~~could ~~due~~adversely toimpact ~~Mr.~~our ~~Saunders~~business isand ~~$79,250~~operating results.

●We ~~Rik~~believe that ~~Willard~~we possess competitive strengths and protection through our intellectual property, ~~Former~~which ~~Chief~~is ~~Executive~~defensible ~~Officer~~under ~~and~~the ~~Director~~umbrella of our granted patents.

~~On January~~Government 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. Mr. Willard and the Company agreed to a settlement totaling $112,418 to satisfy all amounts due. As of September 30, 2024, the amount due to Mr. Willard is $86,811.Regulation

●We ~~Stephen~~are subject ~~Morris~~to many foreign and domestic laws and regulations that affect companies conducting business online, ~~Founder~~many of which are evolving and could be interpreted in ways that could harm our business. In the United States and abroad, ~~Chief~~laws ~~Technical~~and ~~Officer~~regulations relating to the liability of providers of online services for activities of their users and ~~Director~~other third parties are being tested by many 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.

OnIn the ~~April~~area 1,of ~~2023~~information security and data protection, we are committed to upholding the ~~Company~~highest ~~entered~~standards. ~~into~~Most anstates ~~Amended~~and ~~Employment~~countries ~~Agreement~~have enacted ~~with~~laws ~~Stephen~~and ~~Morris,~~regulations ~~Founder,~~requiring ~~Chief~~notification ~~Technical~~to ~~Officer,~~users ~~and~~when ~~Chair.~~there is a security breach of personal data or requiring the adoption ~~The~~of ~~Company~~minimum ~~will~~information ~~compensate~~security Mrstandards that are often vaguely defined and difficult to implement. ~~Morris~~The costs of compliance with ~~$450~~these laws and regulations may increase in the future due to amendments or changes in interpretation. However,~~000~~ ~~base~~our ~~pay~~commitment ~~per~~to ~~annum~~data protection remains unwavering. Furthermore, ~~with~~any ~~payments~~failure ~~reduced~~on byour ~~60%~~part to ~~$180,000~~comply ~~per~~with ~~annum~~these ~~until~~laws ~~the Company~~and ~~has~~regulations ~~secured~~may $5subject us to significant liabilities,~~000,000~~ which inwe ~~debt~~are oractively ~~equity~~working ~~financing~~to avoid.

OnWe are ~~April~~also 1subject to federal, ~~2023~~state, ~~the~~and ~~Company~~foreign ~~agreed~~laws toand ~~grant~~regulations Mrregarding data privacy and protection. ~~Morris~~Our anprivacy ~~option~~policies describe our practices concerning using, storing, transmitting, and disclosing personal information, including visitor and user data. Any failure by us to ~~purchase~~comply 3with these terms or privacy-related laws and regulations could result in proceedings against us by governmental authorities or others,~~360~~ which could harm our business. In addition,~~000~~ ~~shares~~the interpretation of ~~common~~privacy ~~stock~~and atdata $0protection laws and regulations and their application to online services are unclear, evolving, and in a state of flux.~~187~~ ~~per~~For ~~share~~example, ~~(628~~in October 2015,~~320)~~ 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 ~~2022~~personal ~~Incentive~~data ~~Plan~~of European citizens could be transferred to the United States. ~~The~~There ~~options~~is ~~were~~a ~~fully~~risk ~~vested~~that asthese Mrlaws and regulations may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and a manner inconsistent with our current data protection practices or that new laws or regulations will be enacted. ~~Morris~~In ~~completed~~addition, ~~two~~because ~~years~~our platform will be accessible worldwide, certain foreign governments may claim that we are required to comply with their laws and ~~three~~regulations, ~~months~~including with respect to the storage, use, and disclosure of ~~service~~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 in a loss of users, which could adversely affect our business.

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris to reduce his base pay from $450,000 to $90,000 per annum and forfeit $270,000 of deferred compensation.6

~~F-19~~Employees

●As ~~David~~of ~~Chetwood~~May 15, ~~Chief~~2025, ~~Financial~~we ~~Officer~~have one full-time non-union employee in the United States and ~~Director~~four non-union employees outside the United States.

~~On April~~Legal 1, 2023, the Company entered into an Amended Employment Agreement, effective February 10, 2023, with David Chetwood, Chief Financial Officer and Director. The Company will compensate Mr. Chetwood with a base pay of $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.Proceedings

~~On May~~From ~~12,~~time ~~2023~~to time, ~~the~~we ~~Company~~may ~~agreed~~become parties to ~~grant~~various ~~Mr.~~lawsuits, ~~Chetwood~~claims, anand ~~option~~other tolegal ~~purchase~~proceedings ~~3,360,000~~arising ~~shares~~in ofour ~~common~~business’s ~~stock~~ordinary ~~at $0~~course.~~1625~~ ~~per~~We ~~share~~are ~~($546,000),~~not currently ~~with~~a ~~40%~~party, ~~vesting~~as ~~after~~plaintiff 90or ~~days~~defendant, ofto ~~service~~any ~~and~~legal ~~60%~~proceedings ~~vesting~~that ~~monthly~~we ~~over~~believe ~~the~~to ~~following~~be ~~two~~material ~~years~~or which, ~~under~~individually or in the ~~2022~~aggregate, would ~~Incentive~~be ~~Plan.~~expected Asto ~~of September~~have ~~30,~~a ~~2024,~~material ~~there~~effect ~~were~~on ~~588~~our business,~~000~~ ~~non-vested~~financial ~~share options~~condition, ~~which~~or weresults ~~will~~of ~~recognize~~operation ~~over~~if ~~the~~determined ~~next~~adversely ~~seven~~to ~~months~~us.

~~On December~~Smaller ~~31,~~Reporting ~~2023, the~~ Company ~~entered into a Second Amended Employment Agreement with David Chetwood to reduce his base pay from $450,000 to $180,000 per annum and forfeit $236,200 of deferred compensation.~~

●The ~~Timothy~~Company ~~Burks~~is a “smaller reporting company” defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, ~~Chief~~including ~~Executive~~(1) ~~Officer~~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 ~~Director~~(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 remain available.

~~On April~~Implications 1,of ~~2023,~~Being ~~the Company entered into~~ an ~~employment~~Emerging ~~agreement~~Growth ~~with Timothy Burks, its Chief Executive Officer and Director. The~~ Company ~~will compensate Mr. Burks with $600,000 per annum base pay, with payments reduced by 60% to $240,000 per annum until the Company has secured $5,000,000 in debt or equity financing.~~

~~On July~~We 1,are ~~2023, the Company agreed to grant Mr. Burks~~ an ~~option~~“emerging ~~to purchase 4~~growth company,~~800,000~~” ~~shares~~as ofdefined ~~common~~in ~~stock~~the atJumpstart ~~$0.1353~~Our ~~per~~Business ~~share~~Startups ~~($649,440), with~~Act ~~40% vesting after 90 days~~ of ~~service~~2012 ~~and~~(JOBS ~~60% vesting monthly over the following two years, under the 2022 Incentive Plan~~Act).

~~On December~~As ~~31,~~an ~~2023,~~emerging ~~the~~growth ~~Company~~company, we ~~entered~~may ~~into~~take anadvantage ~~Amended~~of ~~Employment~~reduced ~~Agreement~~or ~~with~~“scaled” ~~Timothy~~disclosure ~~Burks~~requirements tothat ~~reduce~~otherwise ~~his~~apply ~~base~~to ~~pay~~public ~~from~~companies. ~~$600,000~~These toreduced ~~$240,000~~or ~~per~~scaled ~~annum~~disclosure ~~and~~requirements ~~forfeit $270~~include,~~000~~ ofbut ~~deferred~~are ~~compensation.~~not limited to:

~~Effective July~~1. 8,being ~~2024,~~permitted ~~the~~to ~~Corporation~~present only two years of audited financial statements and only two years of related “Management’s ~~shareholders,~~Discussion ~~acting~~and byAnalysis ~~written~~of ~~consent~~Financial Condition and ~~representing~~Results atof ~~least~~Operations” ain ~~simple~~this ~~majority~~Annual ~~(55~~Report; 2.~~9%)~~ of not being required to comply with the ~~Corporation’s~~auditor ~~issued~~attestation ~~and~~requirements ~~outstanding~~of ~~shares~~Section 404 of ~~Common~~the ~~Stock~~Sarbanes-Oxley Act of 2002, ~~voted~~as amended; 3. being able to ~~remove~~take ~~Timothy~~advantage ~~Burks~~of the reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, and 4. being exempt from the ~~Corporation’s~~requirements ~~Board~~ of ~~Directors~~holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Immediately following~~We ~~the~~elected ~~shareholder~~to ~~vote,~~take advantage of certain of the ~~two~~reduced ~~remaining~~disclosure ~~Directors,~~obligations ~~David~~in ~~Chetwood~~this Annual Report and ~~Steve~~may ~~Morris~~elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, ~~voted~~the ~~unanimously~~information we provide to ~~remove~~our ~~Timothy~~stockholders ~~Burks~~ may be different from ~~the~~what ~~corporation’s~~you ~~office~~might ofreceive from ~~Chief~~other ~~Executive~~public ~~Officer,~~reporting ~~effective~~companies ~~July~~that 8,are ~~2024~~not emerging growth companies.

●The ~~Paul~~JOBS ~~Morrissey~~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 not to avail ourselves of this exemption, ~~Director~~and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

~~On April~~Compliance 6,after ~~2023,~~Termination ~~the~~of ~~Company~~Emerging ~~entered into a Non-executive Director Agreement with Paul Morrissey. The Company will compensate Mr. Morrissey~~Growth ~~$300,000 per annum directors fee, with payments reduced by 60% to $120,000 per annum until the~~ Company ~~has secured $5,000,000 in debt or equity financing.~~Status

OnAfter our emerging growth company ~~July~~status 6,is ~~2023~~terminated, ~~the~~we ~~Company~~cannot ~~agreed~~take toadvantage ~~grant~~of ~~Mr.~~the ~~Morrissey~~reduced anor ~~option~~scaled todisclosure ~~purchase~~requirements described in subparagraphs 1 and 4 above. However,~~920,000~~ ~~shares~~in ofthe ~~common~~event ~~stock~~we atare ~~$0.1353~~a ~~per~~“smaller ~~share~~reporting ~~($259~~company,~~776),~~” as that term is defined in Rule 12b-2 of the Securities Exchange ~~with~~Act ~~40%~~of ~~vesting~~1934, as amended after 90our ~~days~~emerging ofgrowth ~~service~~company ~~and~~status ~~60%~~has ~~vesting~~terminated, ~~monthly~~we ~~over~~will still be able to take advantage of the ~~following~~reduced or ~~two~~scaled ~~years~~disclosure requirements described in subparagraphs 2. and 3., ~~under~~above, ~~the~~for ~~2022~~as ~~Incentive~~long ~~Plan~~as we continue to have smaller reporting company status.

On December 31, 2023, the Company entered into an Amended Non-Executive Director Agreement with Morrissey to reduce his director fee from $300,000 to $120,000 per annum and forfeit $270,000 of deferred compensation.7

~~Effective July~~Available 8, 2024, the Corporation’s shareholders, acting by written consent and representing at least a simple majority (55.9%) of the Corporation’s issued and outstanding shares of Common Stock, voted to remove Paul Morrissey from the Corporation’s Board of Directors.Information

~~NOTE~~We make available, free of charge, 12on or through our website, at www.ethicalweb.ai, our Annual Report on Form 10-K, ~~SUBSEQUENT~~which ~~EVENTS~~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 to it are not intended to be and are not incorporated into this Annual Report on Form 10-K.

~~Effective October~~Results ~~17,~~of ~~2024, Stephen Morris resigned as our Chief Executive Officer.~~Operation

On October 17, 2024, we appointed Stephen Morris as Chief Technical Officer and Manfred Ebensberger as Chief Executive Officer. Mr. Ebensberger has also been appointed to our Board of Directors.

	Three Months Ended March 31,						Changes
	2025			2024			Amount			%

Revenue
Net sales	$	641		$	1,504		$	(863	)		-57	%
Cost of sales		-			622			(622	)		-100	%
Gross profit		641			882			(241	)		-27	%

Operating Expenses
General and administrative		165,022			310,068			(145,046	)		-47	%
Professional fees		20,622			8,028			12,594			157	%
Sales and marketing		10,496			18,173			(7,677	)		-42	%
Amortization and depreciation		53,954			53,991			(37	)		0	%
Research and development		56,385			47,865			8,520			18	%
Total operating expense		306,479			438,125			(131,646	)		-30	%

Operating loss		(305,838	)		(437,243	)		131,405			-30	%

Other income (expense)
Other income		3			1,478			(1,475	)		-100	%
Interest expense		-			(3,592	)		3,592			100	%
Disposal of fixed assets		-			(9,355	)		9,355			100	%
Gain on change in fair value of warrant derivative liability		27,211			(1,251	)		28,462			-2,275	%
Foreign currency transaction (loss) gain		68			(10,904	)		10,972			-101	%
Total other income (expense)		27,282			(23,624	)		50,906			-215	%

Net loss before income tax		(278,556	)		(460,867	)		182,312			-40	%
					-
Provision for income tax		-			-			-			-

Net loss after income tax	$	(278,556	)	$	(460,867	)	$	182,312			-40	%

~~Our Current~~Three ~~Report~~months onended ~~Form~~March ~~8-K~~31, ~~filed with the Securities and Exchange Commission on January 27~~2025, ~~2023,~~compared ~~which~~to three ismonths ~~incorporated~~ended ~~herein~~March ~~by reference~~31, ~~provides~~ ~~Mr. Morris’s employment history.~~2024

~~Mr. Morris~~Revenues: ~~has~~We ~~material direct or indirect interests in transactions with us over the last two years, as provided for in our Current Report~~will onnot ~~Form~~achieve ~~8-K~~higher ~~filed~~revenues ~~with~~until ~~the~~we ~~Securities~~further ~~and Exchange Commission on January 27~~develop, ~~2023~~market, ~~Annual Report on Form 10-K filed with the Securities Exchange Commission on March 29~~support, ~~2023,~~ and ~~Quarterly~~deliver ~~Report~~our ~~Form~~products ~~10-Q filed with the Securities~~ and ~~Exchange~~service ~~Commission~~offerings. onDespite ~~August~~our 14efforts, ~~2024,~~we ~~which~~cannot ~~are~~guarantee ~~incorporated~~achieving ~~herein~~significant ~~by reference~~revenues.

OnGeneral and Administrative—General ~~October~~and ~~17,~~administrative ~~2024,~~expenses ~~our~~primarily ~~Board~~consist of ~~Directors~~compensation ~~approved~~and ancosts ~~Executive~~associated ~~Consulting~~with ~~Agreement~~non-specific inbusiness ~~favor of Mr~~activities. ~~Ebensberger.~~These ~~The Executive Consulting~~include ~~Agreement~~office ~~with Mr. Ebensberger provides that we will compensate him with an annual salary of $90~~costs,~~000,~~ ~~payable~~computer ~~in monthly installments~~software, and ~~grant~~telecoms. ~~him~~The ~~6,200,000~~decrease ~~Stock~~is ~~Options~~mainly ~~with~~due ~~70%~~to ~~vesting immediately and 30% vesting monthly over~~ the ~~following~~termination ~~year~~ of ~~service.~~executives ~~Mr.~~in ~~Ebensberger also~~July ~~agreed to a three-year non-solicit restrictive covenant~~2024.

~~Effective October~~Professional ~~17,~~Fees ~~2024,~~– ~~the~~Professional ~~Company~~fees encompass ~~and~~costs ~~David~~associated ~~Chetwood,~~with ~~CFO~~legal, ~~amended Mr. Chetwood’s Employment Agreement to reduce his base annual salary from $180~~accounting,~~000~~ ~~to $90,000~~ and ~~grant~~consulting ~~him 3,000,000 Stock Options~~services.

The Company evaluated subsequent events through November 14, 2024, when the financial statements were available to be issued. The Company has concluded that no further subsequent events require disclosure.8

~~F-20~~Sales and Marketing – Sales and marketing costs are explicitly incurred in relation to fees and expenses for investor relations, advertising, marketing, press releases, and public relations.

~~Item~~Amortization and depreciation 2.– ~~Management’s~~Amortization ~~Discussion~~is related to patents and ~~Analysis~~intellectual ofproperty ~~Financial~~held ~~Condition~~by ~~and~~the ~~Results~~UK ofsubsidiary, ~~Operations~~Bubblr Ltd.

~~Forward-Looking~~Research and Development ~~Statements~~– Costs incurred in developing the Company’s products include those associated with salaries and benefits for development staff, external contractors, and specialist software for product development.

~~Some of~~Other ~~the~~Income ~~statements contained in this Quarterly Report on Form 10-Q of Bubblr, Inc.~~ (~~hereinafter the “Company,” “Bubblr,” “BBLR,” “Ethical Web.AI,” “we,” “us,” or “our”~~Expense) ~~discuss future expectations,~~ ~~contain~~– ~~projections~~The ofmajority ~~our plan~~ of ~~operation or financial condition or state~~ other ~~forward-looking~~income ~~information. In this Annual Report, forward-looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,”~~ and ~~the~~expense ~~like.~~consists ~~Forward-looking~~of statements involve future risks and uncertainties, and some factors 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~~gain ~~results to differ materially from those contemplated by the statements. The forward-looking information is based on numerous factors~~ and islosses ~~derived using numerous assumptions. A reader should not place undue reliance~~ on ~~these~~the ~~forward-looking~~change ~~statements,~~in ~~which~~fair ~~apply~~value ~~only as~~ of ~~the~~warrant ~~date of this Annual Report. Key factors that~~derivative ~~may~~liability ~~cause~~and ~~actual~~foreign ~~results~~currency totranslation ~~differ from projections include, for example:~~gains.

●Gain ~~our~~(loss) ~~strategies,~~on 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 change in ~~such~~fair avalue 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,~~warrant ~~capital~~derivative ~~requirements,~~liability ~~our~~– ~~need~~The ~~for~~Company ~~additional~~analyzed ~~financing, or~~ the ~~period~~warrants ~~for~~issued 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 and other future pandemics and other adverse public health developments on our operations and our industry; ● regulatory developments in ~~the~~connection ~~United States and other countries; ● our compliance~~ with ~~all applicable laws, rules, and regulations, including those of~~ the ~~Securities~~Series ~~and~~C ~~Exchange~~Convertible Preferred ~~Commission,~~Stock or SEC; ● our ability to compete in the United States and internationally with more substantial companies; ● general economic, business, political, and social conditions; ● our reliance on and our ability to retain (~~and,~~see ifNote ~~necessary,~~10) ~~timely~~for ~~recruit~~derivative ~~and~~accounting ~~replace)~~consideration ~~our~~under ~~officers,~~ASC ~~directors~~815, ~~and~~Derivatives ~~key employees~~ and ~~their~~Hedging. ~~ability~~ASC to815 ~~timely~~requires ~~and~~us ~~competently perform; ● our ability~~ to ~~generate significant revenues and achieve profitability; ● our ability to manage~~ assess the ~~growth~~fair ofmarket ~~our~~value ~~business; ● our commercialization~~ of ~~our~~the ~~platform~~derivative ~~and~~liability ~~marketing~~at ~~capabilities and strategies; ● our ability to expand, protect, and maintain our intellectual property position; ●~~ the ~~success~~end of ~~competing~~each ~~third-party~~reporting ~~platforms;~~period ~~● our ability to fully remediate our identified internal control material weaknesses; ● our ability to comply with regulatory requirements relating to our business~~ and ~~the~~recognize ~~costs~~any ofchange ~~compliance with those requirements; ● the specific risk factors discussed under the heading “Risk Factors” set forth~~ in ~~this~~fair ~~Annual~~market ~~Report;~~value ~~and ● various~~ as other ~~matters,~~income ~~many~~or ofexpense ~~which are beyond our control~~item.

4The average exercise price for warrants determined at issue is $0.32 per share. If the warrants were exercised on March 31, 2025, the Company would realize a gain due to the difference between the cash received upon conversion and the issue cost to the Company of $0.006 per share, which is the fair market value of the common stock on March 31, 2025.

~~Readers are~~Foreign ~~cautioned~~currency ~~not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.~~translation Wegain ~~believe~~(loss): ~~the~~Gains ~~information~~and ~~contained~~losses in ~~this~~foreign ~~Form~~currency ~~10-K~~translation toresult befrom ~~accurate~~fluctuations ~~as of the date hereof. Changes may occur after that date. We will not update that information except as required by law~~ in the ~~ordinary~~exchange ~~course~~rates of ~~our~~the ~~public disclosure practices~~U.S. ~~Additionally,~~dollar ~~the discussion regarding our financial condition~~ and ~~results of operations should be read in conjunction with~~ the ~~financial~~British ~~statements~~pound ~~and related notes included in this Form 10-Q~~sterling.

~~Business Overview~~Liquidity and Capital Resources

~~Bubblr, Inc.,~~The ~~d/b/a~~following ~~Ethical~~table ~~Web~~provides selected AIfinancial isdata anabout ~~artificial~~our ~~intelligence (“AI”) company that has patent-protected (granted and pending) intellectual properties.~~Company:

The Company 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.

	March 31, 2025			December 31, 2024			Change			%

Current Assets	$	9,211		$	44,907		$	(35,696	)		-79	%
Current Liabilities		2,200,249			2,045,276			154,973			8	%

Working Capital Deficit	$	(2,191,038	)		(2,000,369	)	$	(190,669	)		10	%

~~Our Company~~Current ~~embodies integrity and innovation in technology. We aspire to mend the dysfunctional aspects of online experiences while promoting digital wellness and ethical engagement.~~Assets

~~Mission~~Current assets consist of cash and other receivables. The decrease in current assets was primarily due to the timing of funds received from related-party loans in late 2024.

~~At Ethical~~Current ~~Web AI we are dedicated to fostering a new era of the internet rooted in the principles of ethical engagement, consumer privacy, and communal prosperity.~~Liabilities

WeCurrent ~~endeavor~~Liabilities toconsist ~~decentralize profits and authority, channeling control back into the hands~~ of ~~consumers~~accounts ~~who engage with our technology. This approach will disrupt traditional power structures in the digital economy~~payable, ~~dismantling~~accrued ~~monopolistic barriers and facilitating an environment where businesses~~liabilities, ~~irrespective of scale, can compete fairly~~ and ~~collectively thrive~~loans.

~~Products~~The increase in current liabilities was primarily due to increases in accrued director fees, dividends payable, and salaries, offset by a decrease in the current portion of related party loans.

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

~~Ethical~~The working ~~Web~~capital deficit increased by $190,669 over the three months ended March 31, 2025.

Ethical Web is our main product. It is the technical manifestation of our first granted patent, US Patent No. 10977387, entitled “Internet Search Mechanism.” It is a transformative technology that will profoundly change the internet.9

Very high-precision searches are executed through anonymous super apps. These high-precision queries include every attribute of the product or service being searched for, as well as geographical data and availability information.Liquidity

AOver ~~profoundly~~the ~~different~~last ~~aspect~~three years and as of the date of this ~~new~~Report, ~~search~~we ~~method~~have isfaced ~~that~~an ~~searches~~increasingly ~~can~~challenging ~~persist~~liquidity ~~and~~situation that ~~search~~has ~~results~~limited our ~~can~~ability beto ~~delivered~~execute ~~sometime in~~our ~~the~~operating ~~future~~plan. asWe ~~they~~will ~~become~~need ~~available.~~to ~~This~~obtain ~~ability~~capital to ~~persist~~continue inoperations, abut ~~search~~there ~~provides~~is ano ~~new~~assurance ~~concierge~~that ~~search~~we ~~capability~~can secure such funding on acceptable terms.

~~Consumers~~As no ~~can~~significant ~~build~~revenues are generated from our current operations, we will require additional debt or capital to continue operating and ~~use~~expanding our ~~their~~business. ~~super~~Sources ~~apps~~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 locate suitable financing transactions within the required period, and we may not be able to obtain the required capital through alternative means. Unless we can attract additional investment, our ability to operate as ~~follows:~~a going concern is in doubt.

●We ~~Consumers~~voluntarily file ~~retain~~annual, ~~complete~~quarterly, ~~control~~and ofcurrent ~~their~~reports ~~anonymity.~~with ~~They~~the ~~can~~SEC ~~chat~~pursuant ~~with~~to athe ~~potential~~Securities ~~supplier~~Exchange ~~without~~Act ~~giving~~of up1934, ~~any~~as ~~personal~~amended ~~information~~(the “Exchange Act”). ~~This~~In ~~aspect~~addition, ~~alone~~the ~~profoundly~~Sarbanes-Oxley ~~changes~~Act ~~the~~of ~~way~~2002 ~~suppliers~~(“Sarbanes-Oxley”) ~~must~~and ~~treat~~the ~~potential~~rules ~~customers.~~subsequently ●implemented ~~There~~by isthe SEC noand ~~registration~~the ~~process,~~Public noCompany ~~identity~~Accounting Oversight Board (~~email~~“PCAOB”) orhave ~~mobile~~imposed ~~number)~~various torequirements ~~give~~on uppublic companies, ~~and~~including requiring nochanges ~~behavioral~~in ~~tracking~~corporate ~~data~~governance ~~recorded~~practices. ItWe isanticipate anthat ~~entirely~~these ~~safe~~rules and ~~secure~~regulations ~~environment.~~will ●increase ~~There~~our ~~are~~legal noand ~~advertisements.~~financial compliance ●costs ~~Consumers~~and ~~pay~~render asome ~~monthly~~of ~~subscription~~our ~~fee~~activities ~~rather~~more ~~than~~time-consuming aand ~~30% charge on every item they sell~~costly. ●We ~~Owners~~will ~~decide~~need ~~what~~capital ~~the~~investment ~~apps look like, what prices~~ to ~~charge,~~comply ~~and~~with ~~collect~~ the Exchange ~~revenue.~~Act ~~It is a uniquely decentralized offer~~requirements.

~~The~~If we AIcannot ~~Seek~~obtain ~~App~~sufficient additional capital, we may be forced to cease filing our SEC reports and cease operations altogether. Suppose we get additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations. In that case, the percentage ownership of our stockholders will be reduced, and stockholders may experience additional dilution. Equity securities may have rights, preferences, or privileges that are senior to common stock.

~~AI models~~Cash have shown certain limitations in adaptability, cost-effectiveness, and data contemporaneity. AI Seek, leveraging its strategic intellectual property assets, is a state-of-the-art generative AI app crafted to transcend these limitations and offer a superior, consumer-friendly alternative.Flow

AI Seek, built on the foundations of our proprietary patents, presents a significant upgrade over existing technologies. Our version stands out not only in terms of enhanced performance but also in its cost structure, making it more affordable.

	March 31, 2025			December 31, 2024			Change			%

Cash used in Operating activities	$	(96,091	)	$	(118,164	)	$	22,073			-19	%
Cash (used) in provided by Investing Activities		(13,728	)		1,394			(15,122	)		-1,085	%
Cash provided by Financing Activities		71,073			92,465			(21,392	)		-23	%

Cash on Hand	$	2,542			951		$	1,591			167	%

~~Upholding our~~Operating 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.Activities

5The decrease in net cash used in operating activities was primarily due to an increase in accrued liabilities.

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

~~Though in~~The ~~its infancy, AI Seek has already begun to generate revenue with a small, dedicated user base of individuals. These early adopters’~~net ~~continuous~~cash ~~engagement~~used ~~and constructive feedback have been instrumental~~ in ~~refining~~investing ~~the~~activities ~~app’s~~was ~~functionalities~~for Patents.

~~Conclusion~~Financing Activities

~~These~~The increase ~~community~~in ~~super~~net ~~apps~~cash ~~are~~provided ~~set~~by tofinancing ~~redefine~~activities ~~internet~~was ~~search~~primarily ~~and~~due ~~e-commerce,~~to ~~areas~~the ~~that~~rise ~~have seen little fundamental change~~ in ~~the past quarter~~related-~~century. One~~party of the platform’s innovative features is the “concierge search,” where users can anonymously leave requests for goods or services that are not immediately available, enabling future transaction fulfillmentloans.

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

~~Competition~~The Company is currently exploring future fundraising options, including equity, debt, and the sale of/or the licensing of the Company’s Patent(s) and IP, with a holdback of the Company’s rights to use the IP to secure funding for operations. If we cannot secure additional financing, the implementation of our business plan will be impaired. There can be no assurance that such additional funding will be available to us on acceptable terms or at all.

We compete with several large companies that include AI in their suite of product offerings. The AI industry also has numerous smaller companies that compete in the AI space without owning any protected intellectual property and that rely heavily, if not totally, on access to or linkage to third-party search engines and AI.10

WeCritical Accounting ~~face~~Policies ~~competition from companies with much more significant capital resources than us,~~ and asSignificant aJudgments ~~result, we could struggle to attract users~~ and gain market share. Many of our competitors have greater brand name recognition and 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.Estimates

WeThis ~~also~~discussion ~~face~~and ~~intense~~analysis ~~competition~~of our financial condition and results of operations is based on our financial statements, which have been prepared in ~~employing~~accordance ~~qualified~~with ~~employees.~~generally ~~Our~~accepted ~~ability~~accounting toprinciples ~~continue~~in tothe ~~compete~~United ~~effectively~~States ~~will~~(“GAAP”). ~~depend~~Preparing ~~upon~~these ~~our~~financial ~~ability~~statements requires us to ~~attract~~make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~retain~~the disclosure of contingent assets and liabilities at the date of the financial statements, ~~motivate~~and the reported expenses incurred during the reporting periods. Our 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 ~~compensate~~liabilities ~~new~~that ~~employees~~are not readily apparent from other sources. WActual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this Report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

~~Our competitors~~We ~~may announce new products, services, or enhancements that better address changing industry standards or users’ needs,~~believe ~~such~~our asmost ~~mobile~~critical ~~access~~accounting orpolicies aand ~~different~~estimates ~~market~~relate ~~focus.~~to ~~Any~~the ~~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.~~following:

~~We believe~~● ~~that~~Foreign ~~our~~Currency ~~competitive~~Translations ~~strengths~~● Intangible Assets ● Long-lived Assets ● Income Taxes ● Stock-based Compensation ● Common Stock Purchase Warrants and ~~protection~~Derivative ~~via~~Financial ~~our~~Instruments IP● ~~are~~Convertible ~~defensible~~Financial ~~under~~Instruments ~~the~~● ~~umbrella~~Fair ~~protection~~Value of ~~our~~Financial ~~patents.~~Instruments

~~Intellectual Property~~Foreign Currency Translations

WeThe functional ~~have~~currency ~~created~~of athe ~~new~~Company’s ~~search~~international ~~mechanism,~~subsidiaries ~~“AN~~is ~~INTERNET-BASED~~generally ~~SEARCH~~their ~~MECHANISM,”~~local ~~which~~currency ~~has~~of ~~been~~Great ~~granted~~British aPounds ~~patent in South Africa~~ (~~2016/06947~~GBP)~~, New Zealand (725014), the United States of America (‘Utility Patent No~~. USLocal ~~10977387),~~currency assets ~~Canada (2962520),~~ and weliabilities ~~have patents~~are ~~pending~~translated onat the ~~same~~exchange ~~processes~~rates inon ~~Australia (2015248619),~~ the ~~European~~balance ~~Union~~sheet ~~(15723990.6)~~date, and ~~the~~local ~~United~~currency ~~Kingdom~~revenues ~~(PCT/GB2015/051130), creating an alternative economic ecosystem to tackle the current broken model~~ and ~~better~~expenses ~~serve~~are ~~all main participant groups. This utility~~translated ~~patent~~at ~~defines~~weighted aaverage ~~profoundly~~exchange ~~unique~~rates ~~way~~during ~~for internet users to search~~ the ~~internet~~period. ~~for~~Equity ~~goods~~accounts orare ~~services~~translated ~~rather~~at ~~than~~historical ~~text-based search engine solutions~~rates. The ~~technical~~resulting ~~manifestation~~translation ofadjustments are ~~this~~recorded ~~utility~~directly ~~patent~~into isaccumulated ~~the~~other ~~Ethical~~comprehensive ~~Web ATI Open-Source Platform~~income.

~~We have~~Intangible 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 unique way for consumers to search for information only, which again is 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.Assets

6The 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.

~~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~~Long-~~implemented~~Lived method and system.” Again, this utility patent resolves a significant issue with existing foundation AI LLM, such as Chat GPT and Claude 2, whereby they cannot provide information that needs contemporaneous data. This is because the established AI LLMs have a training data database that was 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 required contemporaneous data. The technical manifestation of this patent is delivered in version 4 and beyond of our AI Seek consumer app.Assets

~~Government~~Long-lived ~~Regulation~~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.

~~We are~~Income subject to many 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 many 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.Taxes

InThe Company ~~the~~accounts ~~area~~for ofincome ~~information~~taxes ~~security~~using ~~and~~the ~~data~~asset ~~protection,~~and weliability ~~are~~method ~~committed~~per toASC ~~upholding~~740, ~~the~~“Income ~~highest standards~~Taxes.” ~~Most~~The ~~states~~asset ~~have~~and ~~enacted~~liability ~~laws~~method ~~and~~provides ~~regulations~~that ~~requiring~~deferred ~~notification~~tax tobases ~~users~~of ~~when~~assets ~~there~~and isliabilities aare ~~security~~recognized ~~breach~~for ofthe ~~personal~~expected ~~data~~future ortax ~~requiring~~consequences ~~the adoption~~ of ~~minimum~~temporary differences ~~information~~between ~~security~~the ~~standards~~financial ~~that~~reporting ~~are~~and ~~often~~tax ~~vaguely~~bases ~~defined~~of assets and ~~difficult~~liabilities toand ~~implement~~for ~~practically.~~operating ~~The~~loss ~~costs~~and oftax ~~compliance~~credit ~~with~~carryforwards. ~~these~~Deferred ~~laws~~tax assets and ~~regulations~~liabilities ~~may~~are ~~increase~~measured inusing the ~~future~~currently ~~due~~enacted totax ~~amendments~~rates orand ~~changes~~laws inthat ~~interpretation.~~will ~~However,~~be ~~our~~in ~~commitment~~effect towhen ~~data~~the ~~protection~~differences are ~~remains~~expected ~~unwavering~~to reverse. ~~Furthermore,~~The ~~any~~Company ~~failure~~records ona ~~our~~valuation ~~part~~allowance to ~~comply~~reduce ~~with~~deferred ~~these~~tax ~~laws~~assets ~~and~~to ~~regulations~~the ~~may~~amount ~~subject~~that usis tobelieved ~~significant~~more ~~liabilities,~~likely ~~which~~than wenot ~~are actively working~~ to ~~avoid~~be realized.

We are also subject to federal, state, and foreign laws and regulations regarding data privacy and protection. Our privacy policies describe our practices concerning using, storing, transmitting, and disclosing personal information, including visitor and user data. Any failure by us to comply with these terms or privacy-related laws and regulations could result in proceedings against us by governmental 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 data of European citizens could be transferred to the United States. There is a risk that these laws and regulations may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and a manner inconsistent 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.11

~~Employees~~Convertible Financial Instruments

AsThe Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if specific criteria are met. These criteria include circumstances in which (a) the economic characteristics and risks of ~~November~~the 14embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, ~~2024~~(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, weand ~~have~~(c) ~~four~~a ~~full-time~~separate ~~employees~~instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed conventional, ~~not~~as ~~represented~~that byterm ~~any~~is ~~labor~~described ~~union~~under applicable U.S. GAAP.

7Fair Value of Financial Instruments

~~Legal~~The Company ~~Proceedings~~accounts for financial instruments per ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 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).

~~From time~~Stock-Based to time, we may become parties to various lawsuits, claims, and other legal proceedings arising in 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.Compensation

~~Smaller~~The Company accounts for stock-based ~~Reporting~~compensation per 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 stock awards’ fair values 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). Stock Options awarded as compensation per the Company’s 2022 Equity Incentive Plan are deemed unissued until vested. Stock Option compensation is recognized as an expense over the vesting period. Awards forfeited due to the unfulfillment of obligations, such as termination of employment before the award is fully vested, for no cash or other consideration, are not recognized as an expense, and any previously recognized costs are reversed in the period of forfeiture.

~~The Company~~Common isStock ~~a “smaller reporting company” defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available~~Purchase toWarrants 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)~~Derivative ~~the~~Financial 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 remain available.Instruments

~~Implications~~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 ~~Being~~net-cash settlement or settlement in its 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 ~~Emerging~~event ~~Growth~~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) 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.

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

AsFor discussion anof ~~emerging~~recently ~~growth~~issued ~~company,~~and weadopted ~~may~~accounting ~~take~~pronouncements, ~~advantage~~please ofsee ~~reduced~~Note or2 ~~“scaled”~~to ~~disclosure~~the ~~requirements~~unaudited ~~that~~consolidated ~~otherwise~~financial ~~apply~~statements ~~to public~~as ~~companies.~~of ~~These~~and for ~~reduced~~the orthree ~~scaled~~months ~~disclosure~~ended ~~requirements~~March ~~include~~31, ~~but~~2025, ~~are~~and ~~not~~2024, ~~limited~~included ~~to:~~herein.

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 SarbanesOff-~~Oxley~~Balance ~~Act~~Sheet 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.Arrangements

~~We elected~~As ~~to take advantage~~ of ~~certain of the reduced disclosure obligations in this Annual Report and may elect to take advantage of other~~ ~~reduced~~March ~~reporting~~31, ~~requirements in our future filings with the SEC. As a result~~2025, ~~the~~there ~~information~~were weno ~~provide~~off-balance tosheet ~~our stockholders may be different from what you might receive from other public reporting companies that are not emerging growth companies~~arrangements.

~~The JOBS~~Item ~~Act also provides that an emerging growth company may take advantage of an extended transition period to comply with new or revised accounting standards~~3. WeQuantitative ~~have irrevocably elected not to avail ourselves of this exemption,~~ and, ~~therefore,~~Qualitative weDisclosures ~~will~~about beMarket ~~subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.~~Risk

~~Compliance after~~Not ~~Termination of Emerging Growth Company Status~~applicable.

~~After our~~Item ~~emerging growth company status is terminated, we cannot take advantage of the reduced or scaled disclosure requirements described in subparagraphs 1. and~~ 4., ~~above.~~Controls 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.~~Procedures

8Evaluation of Disclosure Controls and Procedures

~~Available~~We ~~Information~~maintain “disclosure controls and procedures,” as 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 periods specified in the SEC’s rules and forms and that such 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 CEO, who serves as our principal executive officer, and our CFO, who serves as our principal financial officer, evaluated our company’s disclosure controls and procedures 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 financial officer concluded that our disclosure controls and procedures were ineffective as of March 31, 2025. 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.

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 to it are not intended to be and are not incorporated into this Annual Report on Form 10-K.12

~~Results~~ Management’s Report of ~~Operation~~Internal Control over Financial Reporting

	Three Months Ended September 30,						Changes
	2024			2023			Amount			%
Revenue
Net sales	$	1,415		$	1,151		$	1,168			22.9	%
Cost of sales		140			-			140			n/a
Gross profit		1,275			1,151			124			10.8	%
Operating Expenses
General and administrative		313,869			1,016,034			(702,165	)		-69.1	%
Professional fees		18,228			13,878			4,350			31.3	%
Sales and marketing		26,721			93,125			(66,404	)		3	%
Amortization and depreciation		59,238			54,331			4,907			9.0	%
Research and development		53,886			59,889			(6,003	)		-10.0	%
Total operating expense		471,942			1,237,257			(765,315	)		-61.9	%
Operating loss		(470,667	)		(1,236,106	)		765,439			-61.9	%
Other income (expense)
Other income		135			29			106			365.5	%
Interest expense		(77	)		(7,704	)		7,627			-99.0	%
Disposal of fixed assets		(89	)		-			(89	)		n/a
Gain (loss) on change in fair value of warrant derivative liability		(26,226	)		117,515			(143,741	)		-122.3	%
Foreign currency transaction (loss) gain		86			(44,667	)		44,753			-100.2	%
Total other income (expense)		(26,171	)		65,173			(91,344	)		-140.2	%
Net loss before income tax		(496,838	)		(1,170,933	)		674,095			-57.6	%
Provision for income tax		-			-			-			0.0	%
Net loss after income tax	$	(496,838	)	$	(1,170,933	)	$	674,095			-57.6	%

Our CEO and CFO are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. An evaluation was conducted to assess the effectiveness of our internal control over financial reporting. The evaluation was based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

~~Three~~Due to the inherent limitations ~~months~~in ~~ended~~all ~~September~~control 30systems, ~~2024~~internal control over financial reporting may not prevent or detect misstatements. Additionally, ~~compared~~projections of any effectiveness evaluation in future periods are subject to ~~three~~the ~~months~~risk ~~ended~~that ~~September~~controls ~~30,~~may ~~2023~~become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

~~Revenues: We~~Based ~~received~~on our ~~first~~evaluation ~~revenues~~under the ~~from~~criteria ~~operations~~outlined in ~~July~~the ~~2023.~~2013 WeInternal ~~will~~Control-Integrated ~~not~~Framework, ~~achieve~~our ~~higher~~management ~~revenues~~concluded ~~unless~~that weas ~~further~~of ~~develop~~March 31, ~~market~~2025, ~~support,~~ ~~and deliver~~ our ~~products~~internal control ~~and~~over ~~service~~financial ~~offerings.~~reporting ~~Despite~~was ~~our~~not ~~efforts,~~practical webecause ~~cannot~~of ~~guarantee~~the ~~that~~identification weof ~~will~~material ~~achieve~~weaknesses ~~significant~~described ~~revenues.~~as follows:

~~General and~~● ~~Administrative—General~~We ~~and~~do ~~administrative~~not ~~expenses~~have ~~consist~~sufficient ~~mainly~~segregation of ~~compensation~~duties ~~and~~within ~~costs~~accounting ~~associated~~functions, ~~with~~which ~~non-specific business~~is ~~costs~~an essential internal control. ~~These~~Due ~~include~~to ~~office~~our ~~costs~~size and nature, ~~computer~~it ~~software~~may not always be possible or economically feasible to segregate all conflicting duties. However, to the greatest extent possible, individuals should initiate and ~~telecoms~~record transactions separately. ~~The~~Management ~~decrease~~evaluated isthe ~~primarily~~impact ~~due~~of our failure to ~~granting~~segregate ~~stock~~duties ~~options to~~on ~~long-serving~~our ~~executives~~disclosure controls and ~~new~~procedures ~~executives~~assessment and concluded that the resulting control deficiency represented a material weakness. ● We have insufficient personnel with the requisite expertise in ~~2023~~the key functional areas of finance and accounting. ● We do not have a functioning audit committee, compensation committee, or an outside independent director on our board of directors. This results in ineffective oversight in establishing and monitoring required internal controls and procedures.

9Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

~~Professional~~Our Management is committed to ~~Fees~~improving –its ~~Professional~~internal ~~fees~~controls ~~consist~~when ofwe ~~costs~~have ~~related~~adequate toresources. ~~legal,~~We ~~accounting,~~will ~~and~~appoint ~~consulting~~independent ~~services.~~directors ~~The~~and ~~increase~~establish inan ~~professional~~audit committee ~~fees~~and ~~was~~compensation ~~primarily~~committee. ~~due~~Due to ~~expenses~~these material weaknesses, misstatements that could be material to ~~re-audit~~the ~~2023~~annual or interim consolidated financial statements may occur, which would not be prevented or detected during our financial close and reporting process.

~~Sales and~~Our ~~Marketing~~Company –plans ~~Sales~~to enhance and improve ~~marketing~~the ~~costs~~design ~~are~~of ~~explicitly~~our ~~incurred~~internal incontrols ~~relation~~over tofinancial ~~fees~~reporting. ~~and~~During ~~expenses~~the ~~for~~period ~~investor~~covered ~~relations~~by this quarterly report on Form 10-Q, ~~advertising,~~we ~~marketing,~~have ~~press~~been ~~releases,~~unable ~~and~~to ~~public~~remediate ~~relations.~~the ~~The~~material ~~decrease~~weaknesses inidentified ~~activity~~above. inTo ~~2004~~remediate ~~was~~such ~~due~~flaws, ~~the~~we ~~lack~~plan ofto ~~revenue~~implement ~~and~~the ~~funding~~following ~~in 2024.~~changes:

~~Amortization and~~1. ~~depreciation~~appoint –additional Aqualified ~~sizable~~personnel ~~portion~~to ofaddress ~~the~~inadequate ~~amortization~~segregation of duties and ~~depreciation~~ineffective ~~costs~~risk ~~are~~management, ~~related~~and to2. ~~the~~adopt ~~amortization~~sufficient ofwritten ~~patents~~ policies and ~~intellectual~~procedures ~~property~~for ~~held~~accounting inand ~~the~~financial UKreporting, ~~subsidiary~~and ~~Bubblr~~3. ~~Ltd~~appoint an audit committee.

~~Research~~The remediation efforts outlined ~~and~~are ~~Development~~primarily –dependent ~~Costs~~on ~~incurred~~securing inadditional ~~developing~~financing ~~the~~or ~~Company’s~~revenue ~~platform~~to ~~include~~cover ~~those~~the ~~associated~~costs ~~with~~of ~~salaries~~implementing ~~and~~the ~~benefits~~required changes. Remediation ~~for~~efforts ~~development~~may ~~staff,~~be ~~external~~materially ~~contractors,~~affected ~~and~~if ~~specialist~~we ~~software~~do ~~for~~not ~~product~~secure ~~development~~such funds.

~~Other Income~~Changes ~~(expense) – The majority of other income and expense is the gain (loss) on the change~~ in ~~fair~~Internal ~~value~~Control ofover ~~warrant~~Financial ~~derivative liability and foreign currency translation gains (loss).~~Reporting

~~Gain (loss)~~In ~~on change in fair value of warrant derivative liability – The Company analyzed~~ the ~~warrants~~three ~~issued~~months ~~concerning~~ended ~~the Series~~March C31, ~~Convertible Preferred Stock (see Note 10) for derivative accounting consideration under ASC 815~~2025, ~~Derivatives~~there ~~and~~were ~~Hedging.~~no ~~ASC~~material ~~815~~changes ~~requires us~~in toour ~~assess~~internal ~~the~~control ~~fair~~over ~~market~~financial ~~value of the derivative liability at the end of each~~ reporting ~~period~~that ~~and~~materially ~~recognize~~affected ~~any~~or ~~change~~are inreasonably ~~the fair~~likely ~~market~~to ~~value~~affect asour ~~other~~internal ~~income~~control orover ~~expense~~financial ~~items~~reporting.

The average exercise price for warrants determined at issue is $0.32 per share. If the warrants were exercised on September 30, 2024, the Company would realize a gain due to the difference between the cash received on conversion and the issue cost to the Company of $0.035 per share, the fair value market price of the common stock on September 30, 2024.13

~~Foreign currency~~PART ~~translation~~II ~~gain~~– ~~(loss):~~OTHER ~~Gains and losses in foreign currency translation are due to fluctuations in the U.S. dollar and British pound sterling exchange rates.~~INFORMATION

~~Net Loss~~Item ~~after income tax – The net loss after income tax was $533,475 and $~~1~~,170,933~~. ~~for~~Legal ~~the three months ended September 30, 2024, and 2023, respectively.~~Proceedings

10We are not a party to any pending legal proceedings and are unaware of any pending legal proceeding in which any of our officers, directors, or beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

~~Nine months~~Item ~~ended~~1A: ~~September~~Risk ~~30, 2024 compared to nine months ended September 30, 2023~~Factors

	Nine Months Ended September 30,						Changes
	2024			2023			Amount			%
Revenue
Net sales	$	4,087		$	1,151		$	2,672
Cost of sales		1,151			-			1,011			n/a
Gross profit		2,936			1,151			1,661			n/a
Operating Expenses
General and administrative		945,538			2,211,310			(1,265,772	)		-57.2	%
Professional fees		71,281			178,612			(107,331	)		-60.1	%
Sales and marketing		38,666			511,141			(472,475	)		-92.4	%
Amortization and depreciation		420,372			176,840			243,532			137.7	%
Research and development		151,524			151,160			364			0.2	%
Total operating expense		1,664,018			3,229,063			(1,603,682	)		-42.0	%
Operating loss		(1,661,082	)		(1,991,806	)		1,603,467			-49.7	%
Other income (expense)
Other income		14,182			142			14,040			9887.3	%
Interest expense		(6,196	)		(9,450	)		3,254			-34.4	%
Disposal of fixed assets		(9,420	)		-			(9,420	)		n/a
Gain (loss) on change in fair value of warrant derivative liability		(6,425	)		114,984	)		(121,409	)		-105.6	%
Foreign currency transaction (loss) gain		98			(6,250	)		6,348			-101.6	%
Total other income (expense)		(7,761	)		99,426			(107,187	)		-107.8	%
Net loss before income tax		(1,668,843	)		(3,128,486	)		1,496,280			-47.8	%
Provision for income tax		-			-			-			0.0	%
Net loss after income tax	$	(1,668,843	)	$	(3,128,486	)	$	1,496,280			-47.8	%

Not applicable.

~~Revenues –~~Item ~~We started to achieve revenue from operations in July 2023~~1b. WeUnresolved ~~will~~Staff ~~not achieve higher revenues unless we develop, market, support, and deliver our products and service offerings~~Comments. ~~Despite our efforts, we cannot guarantee that we will achieve significant revenues.~~

~~General and Administrative – General and administrative expenses consist mainly of compensation and costs associated with non-specific business costs~~None. These include, but are not limited to, office costs, computer software, and telecoms. The decrease is primarily due to granting stock options to long-serving executives and new executives in 2023, offset by accrued compensation and director fees for new executives hired in the second quarter of 2023.

~~Professional Fees~~Item ~~– Professional fees consist of costs related to legal, accounting, and consulting~~1c. ~~The decrease in professional fees was primarily due to lower legal fees in 2024, offset by expenses to reaudit the 2023 financial statements.~~Cybersecurity

~~Sales~~In today’s digital landscape, ~~and~~cybersecurity ~~Marketing~~is –a ~~Sales~~critical ~~and~~component ~~marketing~~of ~~costs~~our ~~are~~business ~~explicitly~~operations. ~~incurred~~We inare ~~relation~~committed to ~~fees~~safeguarding ~~and~~information ~~expenses~~systems, ~~for~~data, ~~investor~~and ~~relations,~~technology ~~advertising,~~infrastructure ~~marketing~~from potential cyber threats, ~~press~~unauthorized ~~releases~~access, and ~~public~~data ~~relations~~loss. ~~The~~We ~~significant~~have ~~decrease~~implemented inrobust ~~activity~~policies, ~~was~~procedures, ~~due~~and security measures to amitigate ~~reduction~~risks, inensure ~~funding in~~compliance ~~2024~~with applicable laws and regulations, and maintain the trust of our stakeholders.

~~Amortization and~~We ~~depreciation~~actively –monitor Aand ~~sizable~~adapt to ~~portion~~the ofevolving ~~the~~cybersecurity ~~amortization~~landscape ~~and~~through ~~depreciation~~continuous ~~costs~~assessment. ~~are~~Despite ~~related~~these toefforts, the ~~amortization~~potential offor ~~patents~~breaches, attacks, or ~~and~~system ~~intellectual~~failures ~~property~~remains ~~held~~a inrisk, ~~the~~which UKcould ~~subsidiary~~lead ~~Bubblr~~to ~~Ltd.~~service ~~The~~disruptions, ~~increase~~financial inlosses, ~~2024~~legal isliabilities, ~~due~~or reputational harm. We will continue to anprioritize ~~adjustment~~investments in cybersecurity to ~~the~~enhance ~~accumulated~~our ~~amortization of~~defenses ~~intellectual~~and ~~property~~resiliency against emerging threats.

~~Research and~~In ~~Development~~all –known ~~Costs~~cases ~~incurred~~to indate, ~~developing~~ the ~~Company~~ company’s ~~platform~~systems ~~include~~and ~~those~~protocols ~~associated~~have ~~with~~successfully ~~development~~detected ~~staff~~ and ~~specialist~~mitigated ~~software~~these ~~for~~attempts ~~product~~with ~~development~~no impact on operations or data integrity.

11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Other Income (expense) –~~ The ~~majority~~information ofset ~~other~~forth ~~income~~below relates ~~and~~to ~~expense~~our isissuances ~~the~~of ~~gain~~securities ~~(loss)~~without onregistration under the ~~change~~Securities inAct ~~fair value~~ of ~~warrant derivative liability and foreign currency translation gains (loss)~~1933.

~~Gain (loss)~~In ~~on change in fair value of warrant derivative liability – The Company analyzed~~ the ~~warrants~~three ~~issued~~months ~~concerning~~ended ~~the Series~~March C31, ~~Convertible Preferred Stock (see Note 10) for derivative accounting consideration under ASC 815~~2025, ~~Derivatives and Hedging. ASC 815 requires us to assess~~ the ~~fair~~Company ~~market~~did ~~value~~not ofissue ~~the~~unregistered ~~derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense items.~~securities:

~~Foreign currency~~Item ~~translation gain (loss) – The gains and losses in foreign currency translation are due to fluctuations in the U~~3.~~S. dollar~~ ~~and~~Defaults ~~British~~upon ~~pound~~Senior ~~sterling exchange rates.~~Securities

~~Net Loss after income tax – The net loss after income tax was $1,632,206 and $3,128,486 for the nine months ended September 30, 2024, and 2023, respectively.~~None

~~Liquidity and~~Item ~~Capital~~4. ~~Resources~~Mine Safety Disclosures

~~The following~~Not ~~table provides selected financial data about our Company:~~applicable

	September 30, 2024			December 31, 2023			Change			%
Current Assets	$	5,843		$	95,171		$	(89,328	)		94	%
Current Liabilities		2,015,122			1,487,471			527,651			35	%
Working Capital Deficit	$	(2,009,279	)		(1,392,300	)	$	(616,979	)		44	%

Item 5. Other Information

~~Current Assets~~None

~~Current assets~~Item ~~consist of cash and other receivables~~6. ~~The decrease in current assets in 2024 was primarily due to the cash receipt of an R&D Credit in 2024.~~Exhibits

~~Current~~See Exhibit Index below for exhibits ~~Liabilities~~required by Item 601 of Regulation S-K.

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

Exhibit Number		Description of Exhibit

31.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, 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**		The following materials are from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Extensible Business Reporting Language (XBRL).

		**Provided herewith

The $527,651 increase in current liabilities was primarily due to increases in accrued director fees, dividends payable, and salaries, offset by a decrease in the current portion of related party loans.15

~~Working Capital Deficit~~SIGNATURES

~~The~~Pursuant to the requirements of ~~working~~Section ~~capital~~13 ~~deficit~~or ~~increased~~15(d) byof ~~$616,979~~the inSecurities Exchange Act of 1934, the ~~nine~~registrant ~~months~~has ~~ending~~duly caused this report to be signed on ~~September~~its 30behalf by the undersigned, ~~2024~~thereunto duly authorized.

	BUBBLR, INC.

Date: May 15, 2025	/s/ Tom Symonds
	Tom Symonds
	Chief Executive Officer
	(Principal Executive Officer)

Date: May 15, 2025	/s/ David Chetwood
	David Chetwood
	Chief Financial Officer (Principal Accounting and Financial Officer)

~~Liquidity~~16

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, but there is no assurance that we can secure such funding on acceptable terms.

As no significant 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 locate suitable financing transactions in the required period, and we may not 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. We will need capital investment to comply with the Exchange Act requirements.

If we cannot obtain sufficient additional capital, we may have to cease filing our SEC reports and operations altogether. Suppose we get additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations. In that case, the percentage ownership of our stockholders will be reduced, and stockholders may experience additional dilution. Equity securities may have rights, preferences, or privileges that are senior to common stock.

Cash Flow

	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Cash used in Operating activities	$	(214,009	)	$	(412,603	)	$	(82,997	)		(129,016	)
Cash used in Investing Activities		(13,972	)		(21,935	)		(2,065	)		(9,096	)
Cash provided by Financing Activities		221,410			382,970			85,088			81,159
Cash on Hand	$	717		$	1,660		$	717		$	1,660

Operating Activities

The decrease in net cash used in operating activities was primarily due to increased accrued liabilities.

Investing Activities

Net cash used in investing activities was on Patents and Trademarks.

Financing Activities

The increase in net cash provided by financing activities was due to an increase in related party loans.

Cash on Hand

The Company is currently exploring future fundraising options, including equity, debt, the sale of/or the licensing of the Company’s Patent(s) and IP, with a holdback of the Company’s rights to use the IP to secure funding for operations. If we cannot secure additional financing, the implementation of our business plan will be impaired. There can be no assurance that such additional funding will be available to us on acceptable terms or at all.

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 us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported expenses incurred during the reporting periods. Our 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 results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this Report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant 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 ● Stock-based Compensation ● Common Stock Purchase Warrants and Derivative Financial Instruments ● Convertible Financial Instruments ● Fair Value of Financial Instruments

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 exchange rates during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.

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 per ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax bases of 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.

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if specific criteria are met. These 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. An exception to this rule is when the host instrument is deemed conventional, as that term is described under applicable U.S. GAAP.

Fair Value of Financial Instruments

The Company accounts for financial instruments per ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 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).

Stock-Based Compensation

The Company accounts for stock-based compensation per 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 stock awards’ fair values 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). Stock Options awarded as compensation per the Company’s 2022 Equity Incentive Plan are deemed unissued until vested. Stock Option compensation is recognized as an expense over the vesting period. Awards forfeited due to unfulfillment of obligations, such as termination of employment before the award is fully vested, for no cash or other consideration, are not recognized as an expense, and any previously recognized costs are reversed in the period of forfeiture.

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 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) 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.

Recent Accounting Pronouncements

For discussion of recently issued and adopted accounting pronouncements, please see Note 2 to the unaudited consolidated financial statements as of and for the nine-months ended September 30, 2024, and 2023, included herein.

Off-Balance Sheet Arrangements

As of September 30, 2024, there were no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. However, our chief executive officer and our chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period being reported by this Form 10-Q and have concluded that we have material weaknesses and significant deficiencies in our internal control over financial reporting as described below. Accordingly, our disclosure controls and procedures were not effective or sufficient to accomplish their objectives at the reasonable assurance level as of September 30, 2024.

Management’s Report of Internal Control over Financial Reporting

Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. An evaluation was performed of the effectiveness of our internal control over financial reporting. The evaluation was based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any effectiveness evaluation in future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the criteria outlined in the 2013 Internal Control-Integrated Framework, our management concluded that as of September 30, 2024, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:

● We did not have controls to validate the completeness and accuracy of underlying data used to determine accounting transactions. Accordingly, we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis. ● We have limited written documentation of our internal control policies and procedures. Section 404 of the Sarbanes-Oxley Act, which applies to us, requires written documentation of key internal controls over financial reporting. Management evaluated the impact of our failure to have written documentation on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. ● We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the greatest extent possible, separate individuals should initiate transactions and record transactions. Management evaluated the impact of our failure to segregate duties on our disclosure controls and procedures assessment and concluded that the control deficiency that resulted represented a material weakness. ● We have insufficient personnel with the requisite expertise in the key functional areas of finance and accounting. ● We do not have a functioning audit committee, compensation committee, or an outside independent director on our board of directors. This results in ineffective oversight in establishing and monitoring required internal controls and procedures.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our Management is committed to improving its internal controls when we have adequate resources. We will appoint independent directors and establish an audit committee and compensation committee. Due to these material weaknesses, misstatements that could be material to the annual or interim consolidated financial statements could occur that would not be prevented or detected during our financial close and reporting process.

Our Company plans to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have been unable to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes: (1) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management, and (2) adopt sufficient written policies and procedures for accounting and financial reporting, and (#) appoint an audit committee. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. Remediation efforts may be materially affected if we do not secure such funds.

Changes in Internal Control over Financial Reporting

In the nine months ended September 30, 2024, there were no material changes in our internal control over financial reporting that materially affected or are reasonably likely to affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings and are unaware of any pending legal proceeding in which any of our officers, directors, or beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

In the nine months ended September 30, 2024, the Company did not issue unregistered securities:

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.

Exhibit Number		Description of Exhibit
31.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, 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**		The following materials are from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Extensible Business Reporting Language (XBRL).
		**Provided herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BUBBLR, INC.
Date: November 14, 2024	/s/ Manfred Ebensberger
	Manfred Ebensberger
	Chief Executive Officer
	(Principal Executive Officer)
Date: November 14, 2024	/s/ David Chetwood
	David Chetwood
	Chief Financial Officer (Principal Accounting and Financial Officer)

Filing Compare · Bubblr Inc.