BBLR 10-Q
Bubblr Inc. (BBLR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the quarterly period ended
| Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to__________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(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.
☒
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). ☒
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 | |
| ☐
|
||
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
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 May 15, 2026, there were outstanding shares of the registrant’s Common Stock, $ par value.
INDEX
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our consolidated financial statements included in this Form 10-Q are as follows:
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 March 31, 2026, are not necessarily indicative of results expected for the full year ending December 31, 2026.
| 3 |
BUBBLR INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
| F-1 |
BUBBLR INC.
Consolidated Balance Sheets
| March 31, | ||||||||
| 2026 | December 31, | |||||||
| (Unaudited) | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Other receivables | ||||||||
| Prepayments | ||||||||
| Total current assets | ||||||||
| Non-current Assets: | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Due to related parties | ||||||||
| Convertible debt derivative liability | ||||||||
| Total current liabilities | ||||||||
| Non-current Liabilities: | ||||||||
| Loan payable – related party, non-current portion | ||||||||
| Warrant derivative liability | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Series C Convertible Preferred Stock, $ par value, authorized, and shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
BUBBLR INC.
Consolidated Statement of Operations and Comprehensive Loss
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| General and administrative | ||||||||
| Professional fees | ||||||||
| Sales and marketing | ||||||||
| Amortization and depreciation | ||||||||
| Research and development | ||||||||
| Total operating expense | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ||||||
| Loss on derivative issuance | ( | ) | ||||||
| Gain on change in fair value of derivative liability | ||||||||
| Foreign currency transaction (loss) gain | ( | ) | ||||||
| Total other income (expense) | ||||||||
| Net loss before income tax | ( | ) | ( | ) | ||||
| Provision for income tax | ||||||||
| Net loss after income tax | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Net comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share, basic and diluted | $ | $ | ) | |||||
| Weighted average number of common shares outstanding, basic, and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
BUBBLR INC.
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, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Issuance of common shares for series C preferred shares conversion | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Vesting of Share Options | ||||||||||||||||||||||||||||||||
| Dividend Series C Preferred Shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other comprehensive income | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Vesting of Share Options | ||||||||||||||||||||||||||||||||
| Issuance of common shares for convertible note conversion | ( | ) | ||||||||||||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
BUBBLR INC.
Consolidated Statement of Cash Flows
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Net loss to net cash used in operating activities: | ||||||||
| Vesting of stock-based compensation | ||||||||
| Loss on derivative issuance | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Amortization of intangible asset | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in other receivables | ( | ) | ( | ) | ||||
| Increase in prepayments | ( | ) | ||||||
| (Decrease) increase in accounts payable | ( | ) | ||||||
| Increase in accrued liabilities | ||||||||
| Increase in amounts due to related parties | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from convertible notes | ||||||||
| Repayment of convertible notes | ( | ) | ||||||
| Proceeds from loans payable - related party | ||||||||
| Repayment of loans payable - related party | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effects of exchange rate changes on cash | ||||||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of Period | ||||||||
| Cash - End of Period | $ | $ | ||||||
| Supplemental information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Dividends declared but not yet paid | $ | $ | ||||||
Issuance of common stock for conversion of debt | $ | |||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-5 |
BUBBLR INC.
Notes to the Unaudited Consolidated Financial Statements
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY
Organization and Operations
On December 18, 2019, U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation established on May 4, 1998, UWRL Acquisition Inc., and Bubblr Holdings Limited, a UK company incorporated on December 6, 2016, entered into an Agreement and Plan of Merger.
On March 26, 2020, the Agreement of Merger was completed. UWRL Acquisition Inc. merged into Bubblr Holdings Limited, and Bubblr Holdings Limited became a wholly owned subsidiary of U.S. Wireless Online, Inc.
On March 30, 2021, U.S. Wireless Online, Inc.’s name was officially changed to Bubblr, Inc. (“the Company”).
Bubblr, Inc., d/b/a Ethical Web AI (“EW”), is an artificial intelligence (“AI”) corporation that holds patented intellectual property. After a comprehensive period of technical development, the Company is now commencing its revenue growth phase, driven by the launch of its first enterprise product.
Going Concern Matters
The
accompanying consolidated financial statements have been prepared in conformity with 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 $
Management intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed.
There are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements. If funds from operations, private placements, public offerings, or loans prove insufficient, the Company will need to explore alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.
Due to uncertainties surrounding these issues, significant doubt persists as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company’s fiscal year ends on December 31.
Principles of Consolidation
Intercompany balances and transactions have been eliminated in consolidation.
| F-6 |
Reclassification
During the current reporting period, the Company reviewed the nature and substance of certain balances previously presented within Accounts payable and accrued liabilities.
As a result of this review, amounts relating to transactions with related parties were identified and determined to be more appropriately classified as Due to related parties.
Accordingly, comparative figures have been reclassified to conform to the current period’s presentation.
This reclassification has been made to better reflect the underlying nature of these balances and to enhance the usefulness and transparency of the financial statements.
The reclassification had no impact on total assets, total liabilities, shareholders’ equity, or net income for the periods presented.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Intangible Assets - Capitalized Product Development Costs
Accounting Standards Codification (“ASC”) Topic 350-40, “Internal-Use Software,” applies to software developed for internal use or to provide a service, where the customer does not acquire a contractual right to take possession of the software. Our products incorporate embedded software developed internally by Bubblr, a critical component that facilitates communication among components. The product’s functionality depends on this software.
Expenditures associated with product development are capitalized until technological feasibility is achieved. Such costs encompass subcontractor fees, personnel wages, and other related expenses incurred during the development phase. The Company regards technological feasibility as achieved once all high-risk development challenges are addressed. Upon the product’s availability for general release to the Company’s customers, the Company discontinues capitalizing development costs, and any additional expenses incurred thereafter are recognized as expenses. The capitalized costs are amortized on a straight-line basis.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or its useful life is no longer appropriate. Recoverability is assessed by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset's estimated fair value.
| F-7 |
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. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company uses the Black-Scholes options pricing model to estimate the value of its derivative liabilities and to measure them at the end of each reporting period.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data.
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The
carrying amounts of the Company’s financial instruments, including cash, other receivables, accounts payable, accrued liabilities,
and due to related parties, approximate their fair value due to the short-term nature of these instruments. The warrant derivative liabilities
and convertible debt derivative liability are Level 3 financial instruments measured at fair value on a recurring basis. The Company
utilizes the Black-Scholes option-pricing model to estimate the fair value of these derivatives. As of March 31, 2026, the fair value
of the warrant liabilities was $
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, net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its shares (either physical or net-share). Contracts that (1) require net-cash settlement (including cases where the contract must be settled in cash if an event occurs outside the Company’s control), (2) provide the counterparty with a choice between net-cash settlement or settlement in shares (physical or net-share), or (3) contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company evaluates the classification of its common stock purchase warrants and other derivatives at each reporting date to determine if a change from liabilities to equity is necessary.
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which establishes accounting and reporting standards for all share-based payment transactions involving employee and non-employee services. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expenses in the financial statements based on the fair values of the stock awards on the grant date. This expense is recognized over the period needed to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
| F-8 |
Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share 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.
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Shares) | (Shares) | |||||||
| Series C Preferred Stock | ||||||||
| Warrants | ||||||||
| Total | ||||||||
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount it believes is more likely than not to be realized.
As of March 31, 2026, and 2025, the Company did not have any amounts recorded for uncertain tax positions.
Foreign Currency Translations
The functional currency of the Company’s international subsidiaries is the British pound (GBP). Local currency assets and liabilities are translated at the exchange rates as of the balance sheet date, and local currency revenues and expenses are translated at the weighted average exchange rate for the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.
| March 31, | December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Period-end GBP£: U.S.$ exchange rate | ||||||||||||
| Weighted average GBP£: U.S.$ exchange rate | ||||||||||||
Segment Reporting
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.
| Three Months Ended | ||||||||
| March 31, | ||||||||
| Net sales: | 2026 | 2025 | ||||||
| North America | $ | $ | ||||||
| Europe | ||||||||
| Totals | $ | $ | ||||||
| Long-lived assets, net (property and equipment and intangible assets): | March 31, 2026 | December 31, 2025 | ||||||
| North America | $ | $ | ||||||
| Europe | ||||||||
| Totals | $ | $ | ||||||
| F-9 |
Recent Accounting Pronouncements
The Company has reviewed all recently issued.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting the new disclosure requirements.
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments are intended to clarify and modernize the accounting for costs related to internal-use software. The guidance removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption to have a material impact on the Company’s financial statements.
NOTE 3 – OTHER RECEIVABLES
Other receivables consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| UK VAT receivable | $ | $ | ||||||
| Total other receivables | $ | $ | ||||||
| F-10 |
NOTE 4 - INTANGIBLE ASSETS
Intangible assets consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Intellectual properties | $ | $ | ||||||
| Patents | ||||||||
| Capitalized acquisition costs | ||||||||
| Total intellectual properties | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intellectual properties, net | $ | $ | ||||||
| ● | Patents |
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.
Patents on Contextual Enveloping of Dynamic Hypertext Links, Real-Time Data Processing, and Sensitive Data Protection are pending in the United States.
Patents are reported at cost, less accumulated amortization, and accumulated impairment loss. Costs include expenditures directly attributable to the acquisition of the 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.
| ● | Intellectual Property |
Intellectual
Property capitalizes the Company’s qualifying internal research and development costs. It is amortized over its useful life of
Amortization
expenses were $
NOTE 5 – ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Interest payable | $ | $ | ||||||
| Other accruals | ||||||||
| Salaries payable | ||||||||
| Settlements payable | ||||||||
| Total Accrued Liabilities | $ | $ | ||||||
NOTE 6 - CONVERTIBLE NOTES DERIVATIVE LIABILITIES
On
April 4, 2025, the Company approved the issuance of up to $
During
the three months ended March 31, 2026, and the year ended December 31, 2025, the Company issued notes of $
| F-11 |
The
Company may repay the debt and accrued interest at any time.
These embedded features were evaluated under applicable accounting guidance, ASC 815 - Embedded Derivatives, and determined to require bifurcation from the host debt and to be measured at fair value on a recurring basis as a derivative liability.
The fair value of the derivative liability is estimated using valuation models that incorporate significant unobservable (Level 3) inputs, including expected term, expected volatility, and discount rate.
At
the date of issue, the derivative liability was $
The
Company recognized a loss on derivative issuance related to the fair value of $
The
derivative liability is remeasured at fair value at each reporting date, with changes recognized in earnings within “Change in
fair value of derivative liability.” For the three months ended March 31, 2026, the fair value of the derivative liability was
$
For
the year ended December 31, 2025, the fair value of the derivative liability was $
For
the three months ended March 31, 2026, the Company accrued interest on the notes’ principal of $
No notes converted to shares during the three months ended December 31, 2025.
The derivative liabilities and accrued interest are classified as current liabilities on the balance sheet due to their impending maturity.
On
July 15, 2025, the Company approved the issuance of up to $
During
the year ended December 31, 2025, the Company issued $
The
Company may repay the debt and accrued interest at any time.
These embedded features were evaluated under applicable accounting guidance, ASC 815 - Embedded Derivatives, and determined to require bifurcation from the host debt and to be measured at fair value on a recurring basis as a derivative liability.
The fair value of the derivative liability is estimated using valuation models that incorporate significant unobservable (Level 3) inputs, including expected term, expected volatility, and discount rate.
At
the date of issue, the derivative liability was $
The
Company recognized a loss on derivative issuance related to the fair value of $
| F-12 |
The
derivative liability is remeasured at fair value at each reporting date, with changes recognized in earnings within “Change in
fair value of derivative liability.” For the three months ended March 31, 2026, the fair value of the derivative liability was
$
In
the three months ended March 31, 2026, the Company paid down $
For
the year ended December 31, 2025, the Company accrued interest on the notes’ principal totaling $
The derivative liabilities and accrued interest are classified as current liabilities on the balance sheet due to their impending maturity.
NOTE 7 – LOANS PAYABLE TO RELATED PARTIES
The Company had the following loans payable to related parties:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Beginning balance Loans 1 - payable to Stephen Morris | $ | $ | ||||||
| Net change in Loan 1 | ( | ) | ||||||
| Ending balance Loan 1 – payable to Stephen Morris | ||||||||
| Loan 2 - payable to Stephen Morris | ||||||||
| — | ||||||||
| Total loan payable to related parties | ||||||||
| Less current portion | ||||||||
| Total – non-current | $ | $ | ||||||
| ● | Loan 1 (January 16, 2016) - Stephen Morris, Founder, CTO, and Chair. |
On January 16, 2016, our wholly owned subsidiary, Bubblr Limited, entered into a Loan Agreement (the “Loan Agreement”) with Mr. Stephen Morris. The Loan Agreement is unsecured and does not carry any interest. It was payable on demand and is intended for working capital or as the Company deems appropriate. The Loan is available for drawing by the Company in multiple tranches.
On
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 $
| ● | Loan 2 (September 7, 2022) - Stephen Morris, Founder, CTO, and Chair. |
On
September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”)
with Mr. Morris for $
On September 30, 2024, the parties agreed to amend the loan, with the maturity date set three years from the date of this amendment.
| F-13 |
NOTE 8 – WARRANT LIABILITY
The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 6) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the instrument 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 derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense items.
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 December 31, 2025. The Black-Scholes model requires six basic inputs: the exercise price (or strike price), time to expiration, the risk-free interest rate, the current stock price, the estimated future volatility of the stock price, 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.
For the period ended March 31, 2026, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:
| Three Months Ended | ||||
| March 31, 2026 | ||||
| Expected term (years) | ||||
| Expected average volatility | % | |||
| Expected dividend yield | % | |||
| Risk-free interest rate | % | |||
The following table summarizes the changes in the warrant liabilities during the three months ended March 31, 2026:
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Warrant liability December 31, 2025 | $ | |||
| Addition of new warrants | $ | |||
| Change in fair value of warrant liability | ( | ) | ||
| Warrant liability as of March 31, 2026 | $ | |||
NOTE 9 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized preferred shares with a par value of $ per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which should be so designated as to distinguish the shares thereof from the shares of all other series and classes.
Series C Convertible Preferred Stock
On March 4, 2023, the Company filed a Certificate of Designation with the Wyoming Secretary of State, establishing shares of the Company’s Series C Convertible Preferred Stock with a Stated Value of $ per share.
The Company reserves the right to redeem Series C Convertible Preferred Stock in accordance with the following schedule.
| ● | If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, 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 115% of the Stated Value together with any accrued but unpaid dividends. |
| F-14 |
| ● | If all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the issuance date thereof, 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. The dividend shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether earned or declared, and whether there are profits, surplus, or other funds of the Company legally available for the payment of dividends. |
The Series C Convertible Preferred Stock shall have voting rights alongside the common stock on an as-converted basis, subject to the Beneficial Ownership Limitations as outlined in the Certificate of Designation.
During
the year ended December 31, 2025, the Company converted shares of Series C Preferred Stock with a stated value of $
As of March 31, 2026, and December 31, 2025, the Company had shares of Series C Preferred Stock issued and outstanding.
Common Stock
The Company has authorized ordinary shares with a par value of $ per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the corporation’s stockholders is sought.
During the years ended December 31, 2025, and the three months ended March 31, 2026, the Company issued common shares as follows:
Year ended December 31, 2025
| ● |
shares for the conversion of Series C Convertible Preferred Stock with a stated value of $ |
Three months ended March 31, 2026
| ● |
shares for the conversion of Convertible Promissory Notes with a value of $ |
The Company had and shares of common stock issued and outstanding, March 31, 2026, and December 31, 2025, respectively.
Warrants
The Company identified conversion features embedded within warrants issued during the year ended December 31, 2022. The Company has determined that the conversion feature of the Warrants constitutes an embedded derivative because the conversion price includes a reset provision, which could result in adjustments to the redemption value and the number of shares issued upon exercise (see Note 8 - Warrant Liability).
| F-15 |
A summary of activity during the three months ended March 31, 2026, follows:
| Warrants Outstanding | Weighted Average | |||||||||||
| Number of | Weighted Average | Remaining life | ||||||||||
| Warrants | Exercise Price | (years) | ||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited/canceled | - | |||||||||||
| Outstanding, March 31, 2026 | $ | |||||||||||
| Exercisable Warrants, March 31, 2026 | $ | |||||||||||
The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2026:
Number of Warrants | Weighted Average Remaining Contractual life (in years) | Weighted Average Exercise Price | |||||||
| $ | |||||||||
| $ | |||||||||
As of March 31, 2026, the intrinsic value of the warrants is $, as the price of the Company’s stock was below the warrant exercise price.
Equity Incentive Plan
On May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) that will remain in effect, unless terminated earlier, until May 25, 2032. Up to shares of common stock may be issued under the 2022 Plan.
The 2022 Plan aims to enhance our ongoing financial stability and increase shareholder value by motivating performance through incentive compensation. It is designed to encourage participants to acquire and maintain ownership interests in our organization, while also attracting and retaining talented individuals whose judgment and efforts are essential to our enterprise’s success.
On January 14, 2025, an executive forfeited unvested stock options to purchase shares of our common stock upon termination of service.
On April 4, 2025, our Board of Directors authorized the implementation of the Bubblr, Inc. 2025 Employee and Consultant Stock Plan (“2025 Plan”), which shall remain in effect until April 4, 2035, unless terminated sooner. A maximum of shares of common stock may be issued pursuant to the 2025 Plan.
The
Board of Directors establishes the criteria for allocating stock options, aligning with the stipulations outlined in our 2022 and 2025
Plans.
On April 15, 2025, the Company granted stock options to an executive to purchase shares of our Common Stock.
| F-16 |
On May 20, 2025, the Company granted stock options to consultants to purchase shares of our Common Stock.
On June 11, 2025, the Company granted stock options to an employee to purchase shares of our Common Stock.
On June 11, 2025, an executive forfeited unvested options to purchase our common stock upon the termination of their service.
On June 13, 2025, the Company granted stock options to an attorney to purchase the Company’s common stock.
On June 19, 2025, the Company granted stock options to six consultants to purchase the Company’s common stock.
On November 5, 2025, the Company granted stock options to an executive to purchase shares of our Common Stock.
On November 18, 2025, the Company granted stock options to a non-executive director to purchase shares of our Common Stock.
The weighted-average fair value of stock options granted was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions. See below for reference to the Company’s valuation methodologies for these grants.
| Three Months Ended | ||||
| March 31, 2026 | ||||
| Expected life in years | – | |||
| Risk-free interest rate | % | |||
| Annual forfeiture rate | % | |||
| Volatility | % | |||
| Expected dividend yield | % | |||
| Number of Shares | ||||||||
| Three
Months Ended March 31, 2026 | Year
Ended December 31, 2025 | |||||||
| Outstanding at the beginning of the year | ||||||||
| Granted | ||||||||
| Forfeited | ( | ) | ( | ) | ||||
| Outstanding at the end of the year | ||||||||
| Weighted-average contractual life in years | ||||||||
| Weighted-average Exercise Price | $ | $ | ||||||
| F-17 |
| Number of Shares | ||||||||
| Three
Months Ended March 31, 2026 | Year
Ended December 31, 2025 | |||||||
| Outstanding at the beginning of the year | ||||||||
| Vested | ||||||||
| Forfeited | ( | ) | ||||||
| Outstanding at the end of the year | ||||||||
| Weighted-average contractual life in years | ||||||||
| Weighted-average Exercise Price | $ | $ | ||||||
| Intrinsic value | $ | $ | ||||||
The total intrinsic value of the options is zero because the closing stock price was below the weighted-average exercise price.
| Number of Shares | ||||
| Non-vested as of December 31, 2025 | ||||
| Granted | ||||
| Forfeited or expired | ||||
| Vested | ( | ) | ||
| Non-vested as of March 31, 2026 | ||||
The Company recognized compensation costs of $ and $ for the three months ended March 31, 2026, and March 31, 2025, respectively.
There were $ and $ of unrecognized compensation costs for the three months ended March 31, 2026, and March 31, 2025, respectively. The cost is related to non-vested share options, which we will realize over the next two months.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Employment Agreements
Stephen Morris, Founder, Chief Executive Officer, and Director
On
December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris to reduce his base pay from $
to $ per annum and forfeit $
David Chetwood, Chief Financial Officer and Director
On
December 31, 2023, the Company entered into a Second Amended Employment Agreement with David Chetwood to reduce his base pay from $
to $ per annum and forfeit $
On
October 17, 2024, the Company entered into a Third Amended Employment Agreement with David Chetwood, reducing his base pay from $
| F-18 |
Patrick Ensor, Chief Revenue Officer and Director
On
August 5, 2025, the Company entered into an Employment Agreement with Mr. Patrick Ensor, which provides him with an annual salary of
$
Manfred Ebensberger, Former Chief Executive Officer and Director
On
October 17, 2024, the Company entered into an Executive Consulting Agreement with Manfred Ebensberger, the Chief Executive Officer, under
which he is paid $
Mr. Ebensberger resigned on January 14, 2025.
Tom Symonds, Former Chief Executive Officer and Director
On
January 15, 2025, the Company entered into an Executive Employment Agreement with Tom Symonds, Chief Executive Officer, under which he
is paid an annual salary of $
Mr. Symonds resigned on June 11, 2025.
We may occasionally become involved in various claims and legal proceedings that are generally considered normal and incidental to our business. These might include product liability, intellectual property, employment issues, personal injury claims from our employees’ actions, and other general claims. Regardless of the outcome, litigation can adversely affect us, including increased defense costs and settlements, diversion of management resources, and other impacts.
NOTE 11 - SUBSEQUENT EVENTS
On
April 10, 2026, the Company issued common shares for the conversion of Convertible Promissory Notes with a value of $
On
April 16, 2026, the Company issued common shares for the conversion of Convertible Promissory Notes with a value of $
On
April 21, 2026, the Company issued common shares for the conversion of Convertible Promissory Notes with a value of $
The Company evaluated subsequent events through May 15, 2026, when the financial statements were available for issuance. The Company has determined that no subsequent events require further disclosure.
| F-19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
Some statements in this Annual Report on Form 10-K of Bubblr, Inc. (hereinafter referred to as the “Company,” “Bubblr,” “BBLR,” “Ethical Web.AI,” “EW”, “we,” “us,” or “our”) discuss future expectations, include projections of our plans for operations or financial condition, or contain other forward-looking information. In this Annual Report, forward-looking statements are identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and similar terms. These forward-looking statements involve future risks and uncertainties, and certain factors could cause actual results or plans to differ significantly from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could lead to material differences in actual results compared to those contemplated by the statements. The forward-looking information is based on numerous factors and assumptions. Readers should not place undue reliance on these forward-looking statements, which are only applicable as of the date of this Annual Report. Key factors that could cause actual results to differ from projections include, for example:
| ● | our strategies, prospects, plans, expectations, forecasts, or objectives; | |
| ● | our ability to achieve marketable products and the costs and timing thereof; | |
| ● | acceptance of our products by our target market and our ability to compete in such a market; | |
| ● | our ability to raise additional financing when needed and the terms and timing thereof; | |
| ● | our ability to expand, protect, and maintain our intellectual property rights; | |
| ● | our future operations, financial position, revenues, costs, expenses, uses of cash, capital requirements, our need for additional financing, or the period for which our existing cash resources will be sufficient to meet our operating requirements; | |
| ● | our analysis of the target market for our platform; | |
| ● | 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; | |
| ● | the commercialization of our platform, marketing capabilities, and strategies; | |
| ● | our ability to expand, protect, and maintain our intellectual property position; | |
| ● | the success of competing third-party platforms; | |
| ● | our ability to fully remediate our identified internal control material weaknesses; | |
| ● | our ability to comply with regulatory requirements relating to our business and the costs of compliance with those requirements; | |
| ● | the specific risk factors discussed under the heading “Risk Factors” set forth in this Annual Report; and | |
| ● | various other matters, many of which are beyond our control. |
Readers are advised not to rely too heavily on the forward-looking statements in this document, which speak only as of the date hereof. We believe the information in this Form 10-K to be accurate as of the same date. However, changes may happen after this date. We will not update that information unless required by law or as part of our usual public disclosure practices. Also, the discussion of our financial condition and results of operations should be read together with the financial statements and notes included in this Form 10-Q.
Business Overview
Bubblr, Inc., doing business as EthicalWeb AI (“EW”), is an artificial intelligence company built on a foundation of patented intellectual property.
The Company is entering a significant phase of revenue growth, driven by its enterprise-focused products designed to capture emerging opportunities in the AI and data-driven technology markets.
The rapid expansion of generative AI across consumer and enterprise segments underscores how EW’s combination of advanced technical expertise, proprietary IP, and agile development practices positions the Company to identify, pursue, and monetize high-value market opportunities.
AI Vault
The rise of generative AI presents substantial opportunities for organizations to increase productivity by automating and streamlining tasks and workflows.
While the enterprise generative AI market is still in its early stages, adoption of large language model (“LLM”) applications—most notably ChatGPT—has accelerated rapidly.
| 4 |
At the same time, data security and privacy remain critical concerns, as many widely used tools lack clear, enforceable controls to prevent the upload of sensitive corporate information.
As a result, many organizations restrict or prohibit the use of generative AI tools due to concerns regarding data leakage beyond their controlled environments.
In some cases, these restrictions take the form of blanket bans on tools such as ChatGPT based on perceived privacy and security risks.
Nonetheless, third-party reports indicate that employees continue to use such tools without authorization, including by entering sensitive information, such as non-public corporate data and employee details, into these platforms.
EW has identified strong market demand for a solution that enables enterprises to realize the productivity benefits of generative AI while minimizing the risks associated with managing and exposing corporate data.
In response, EW has developed AI Vault, an enterprise solution available through the AWS Marketplace.
AI Vault is designed to provide a secure, controlled environment for generative AI, allowing enterprises to harness AI-driven productivity gains while maintaining robust protections for their most sensitive data.
AI Seek
AI Seek is a search and discovery application available on the Apple App Store.
Its fully customizable search parameters are designed to provide a safe, auditable, and trackable user experience, which EW believes is a key differentiator.
Similar to AI Vault, EW’s primary commercial strategy for AI Seek is based on a partnership and licensing model, under which EW can customize the user interface and core search settings to meet the licensee’s requirements.
EthicalWeb.AI Search Platform
The EthicalWeb.AI search platform is the technical implementation of the U.S. Patent No. 10,977,387. This platform enables search across inventory and related data, providing users with real-time insights and an enhanced user experience.
EW believes the platform has the potential to serve as a transformative white-label solution for leading technology companies and firms across strategic sectors.
The Company continues to pursue commercial partnerships that utilize this and other elements of its patented intellectual property.
Key functional areas of the EthicalWeb.AI search platform include:
| ● | Decentralized control, revenue collection, and delivery, enabling a partner to establish a global network of locally managed “super apps” that share a single database. | |
| ● | Ability to anonymize user data and suppress behavioural data tracking, improving privacy protections for end users. | |
| ● | Support for an advertisement-free commercial model, in which suppliers of goods and services may operate on a subscription basis rather than through ad-supported business models. |
| 5 |
Intellectual Property
EW has developed a search system titled “AN INTERNET-BASED SEARCH MECHANISM,” which has been granted patents in South Africa (2016/06947), New Zealand (725014), the United States (Utility Patent No. US 10,977,387), and Canada (2962520).
Patents are pending for related processes in Australia (2015248619), the European Union (157239906), and the United Kingdom (PCT/GB2015/051130).
This system offers an alternative economic model to traditional search and is intended to better serve all key participant groups. Its technical implementation is based on the Ethical Web ATI Open-Source Platform.
EW has filed a related U.S. patent application, Patent Application No. 17/980298. It is titled “Contextual Enveloping via Dynamically Generated Hypertext Links.” This utility patent describes a groundbreaking technology that significantly differs from traditional search engines. The key technical feature of this patent is the AI Seek AI LLM, which outperforms other AI LLMs, such as ChatGPT and Claude Sonnet.
EW has also filed U.S. Patent Application No. 18/376,101, titled “Computer-Implemented Method and System.” This application addresses the limitations of AI foundation LLMs, which are typically trained on data current only up to a specific cutoff date and therefore cannot inherently provide up-to-date information without external data sources. The technology is designed to detect prompts that require real-time data (for example, stock prices or sports scores) and to incorporate current information into responses.
In addition, EW has filed U.S. Patent Application No. 19/055,968, titled “Sensitive Data Protection for Generative AI.” This application describes processes for detecting and managing sensitive terms in generative AI prompts in real time, with the objective of strengthening privacy and data protection controls for enterprise deployments.
Competition
The enterprise generative AI market for security-focused products remains at an early stage of development, and no definitive dominant participants have yet emerged.
Existing providers generally offer solutions that may require substantial integration work and bespoke development.
The competitive landscape is dynamic, and existing or new competitors may introduce products, services, or enhancements that better address industry developments or customer requirements, such as improved security features, mobile accessibility, or a focus on new market segments.
This competition may result in pricing pressure, loss of customers, or reduced user engagement, any of which could adversely affect the Company’s business, operating results, and financial condition.
EW believes that its portfolio of granted patents and pending applications, together with its broader intellectual property and technical capabilities, provides meaningful competitive differentiation.
However, there can be no assurance that EW’s competitive advantages and intellectual property protections will be sufficient to prevent competitors from developing or marketing products and services that are similar to, or more effective than, those of the Company.
Government Regulation
We are subject to a wide range of domestic and international laws and regulations applicable to companies conducting business online, and these laws and regulations continue to evolve in ways that could adversely affect our business, financial condition, and results of operations.
In the United States and globally, legal regimes governing the liability of online service providers for the activities of their users and other third parties are being tested and reinterpreted through numerous claims and regulatory actions.
| 6 |
These matters include, among others, alleged invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and various theories concerning the nature, ranking, and content of search results and user-generated content.
In certain jurisdictions, including those outside the United States, governments also impose additional regulatory requirements or licensing regimes on online businesses, such as those governing employment-related services, recruiting, and news- or media-related activities.
Any adverse court ruling, legislative development, or governmental action that expands the obligations or liability of online service providers for user or third-party conduct could require us to modify our products or business practices, increase our compliance costs, or otherwise negatively impact our business.
In addition, concerns regarding the potential misuse of online and social networking technologies for unlawful or harmful purposes—such as the unauthorized disclosure of national security information, money laundering, or the support or facilitation of terrorist or other criminal activities—may prompt the adoption of new laws, regulations, or governmental measures.
These could, among other things, require changes to our platform, impose additional monitoring or reporting obligations, limit or restrict certain features or uses of our services, increase our operating and compliance costs, or cause users to reduce their use of, or cease using, key aspects of our platform, any of which could materially and adversely affect our business.
We are also subject to numerous and increasingly stringent federal, state, and international laws and regulations relating to information security, data protection, and privacy.
Many jurisdictions have enacted, and continue to enact, legislation and regulations that, among other things, require organizations to implement reasonable security measures to protect personal data and to notify individuals, regulators, or others in the event of certain security incidents or data breaches.
These requirements are often complex, may be ambiguously drafted, and can be difficult to interpret and implement in practice.
The costs associated with compliance, including investments in technology, personnel, and external advisors, as well as potential changes to our products or business practices, may increase over time as a result of new legislation, amendments to existing laws, or evolving regulatory guidance or enforcement practices.
Any failure or perceived failure by us to comply with applicable information security or data protection laws and regulations could subject us to regulatory investigations, enforcement actions, fines, penalties, litigation, or other liabilities, and could require significant management time and resources.
Our privacy policies describe our practices regarding the collection, use, storage, transmission, and disclosure of personal information, including information relating to visitors and users of our platform.
If our actual or perceived practices differ from those described in our policies, our contractual commitments, or applicable privacy and data protection laws and regulations, we may be subject to inquiries or enforcement actions by governmental authorities, consumer protection agencies, data protection regulators, or others, as well as private litigation.
Any such actions could result in significant fines, damages, penalties, or injunctive relief, and could adversely affect our reputation, business, and results of operations.
The interpretation and application of privacy, data protection, and data security laws and regulations in the context of online services are often uncertain, rapidly evolving, and subject to differing and sometimes conflicting regulatory and judicial views.
| 7 |
For example, in October 2015, the Court of Justice of the European Union invalidated reliance on the U.S.–EU Safe Harbor framework, which had previously been a recognized mechanism for transferring the personal data of European Union residents to the United States.
Since then, additional and more stringent data transfer, data localization, and data protection requirements have been proposed or adopted in various jurisdictions.
There is a risk that existing and future laws and regulations will be interpreted, applied, or enforced in a manner inconsistent with our current or planned data protection and privacy practices, or that new or amended laws will impose additional or conflicting obligations.
Regulation may also vary from state to state within the United States and from country to country or region to region internationally, creating a complex and potentially conflicting patchwork of requirements.
Because our platform is accessible worldwide, foreign governmental authorities may assert that we are subject to, or must comply with, their laws and regulations regarding, among other things, the collection, storage, use, transfer, and disclosure of personal information, even in jurisdictions where we do not have a local entity, employees, or infrastructure.
Complying with these diverse and sometimes inconsistent domestic and international requirements may increase our operational and compliance costs, require changes to our business practices, and limit our ability to offer certain features or services in some jurisdictions.
Any actual or perceived failure by us to adequately protect personal information or to comply with applicable data privacy, data protection, or information security requirements could result in regulatory investigations, claims, or litigation, damage our reputation and brand, reduce user trust, lead to decreased user engagement or loss of users, and otherwise adversely affect our business, financial condition, and results of operations.
Employees
As of May 15, 2026, we have one full-time employee based in the US and four full-time employees based in the UK, none of whom are represented by a labor union.
Smaller Reporting Company
The Company 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, including (1) not being required to comply with the auditor’s attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we remain a “smaller reporting company,” these exemptions will remain available.
Implications of Being an Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act).
As an emerging growth company, we may take advantage of reduced or “scaled” disclosure requirements that otherwise apply to public companies. These reduced or scaled disclosure requirements include, but are not limited to:
| 1. | being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report; |
| 8 |
| 2. | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended; | |
| 3. | being able to take advantage of the reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, and | |
| 4. | being exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
We elected to take advantage of certain of the reduced disclosure obligations in this Annual Report. We may take advantage of other reduced reporting requirements in future SEC filings. As a result, the information we provide to our stockholders may be different from what you might receive from other public reporting companies that are not emerging growth companies.
The JOBS Act also provides that an emerging growth company may use an extended transition period to comply with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Compliance after Termination of Emerging Growth Company Status
After our emerging growth company status terminates, we will no longer be able to take advantage of the reduced or scaled disclosure requirements described in subparagraphs 1 and 4 above. However, in the event we are a “smaller reporting company,” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended after our emerging growth company status has terminated, we will still be able to take advantage of the reduced or scaled disclosure requirements described in subparagraphs 2. and 3., above, for as long as we continue to have smaller reporting company status.
Available Information
We make available, free of charge, on or through our website, at www.ethicalweb.ai, our Annual Report on Form 10-K, which includes our audited financial statements, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains a website at www.sec.gov that contains these reports and other information. 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-Q.
Results of Operation
| Three Months Ended March 31, | Changes | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Revenue | ||||||||||||||||
| Net sales | $ | 436 | $ | 641 | $ | (205 | ) | -32 | % | |||||||
| Cost of sales | - | - | - | - | ||||||||||||
| Gross profit | 436 | 641 | (205 | ) | -32 | % | ||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | 136,858 | 165,022 | (28,164 | ) | -17 | % | ||||||||||
| Professional fees | 21,905 | 20,622 | 1,283 | 6 | % | |||||||||||
| Sales and marketing | 4,350 | 10,496 | (6,146 | ) | -59 | % | ||||||||||
| Amortization and depreciation | 64,461 | 53,954 | 10,507 | 19 | % | |||||||||||
| Research and development | 71,759 | 56,385 | 15,374 | 27 | % | |||||||||||
| Total operating expense | 299,333 | 306,479 | (7,146 | ) | -2 | % | ||||||||||
| Operating loss | (298,897 | ) | (305,838 | ) | 6,941 | -2 | % | |||||||||
| Other income (expense) | ||||||||||||||||
| Other income | 105,491 | 3 | 105,491 | 3,516,267 | % | |||||||||||
| Interest income | 387 | - | 387 | 100 | % | |||||||||||
| Interest expense | (34,946 | ) | - | (34,496 | ) | -100 | % | |||||||||
| Loss on derivative issuance | (69,898 | ) | - | (69,898 | ) | -100 | % | |||||||||
| Gain on change in fair value of derivative liability | 155,463 | 27,211 | 128,252 | 471 | % | |||||||||||
| Foreign currency transaction (loss) gain | (24 | ) | 68 | (92 | ) | -135 | % | |||||||||
| Total other income (expense) | 156,473 | 27,282 | 129,191 | 474 | % | |||||||||||
| Net loss before income tax | (142,424 | ) | (278,556 | ) | 136,132 | -49 | % | |||||||||
| Provision for income tax | - | - | - | - | ||||||||||||
| Net loss after income tax | $ | (142,424 | ) | (278,556 | ) | 136,132 | -49 | % | ||||||||
| 9 |
Three months ended March 31, 2026, compared to three months ended March 31, 2025
Revenues:
We will not achieve higher revenues until we further develop, market, support, and deliver our products and service offerings. Despite our efforts, we cannot guarantee achieving significant revenues.
General and Administrative:
General and administrative expenses primarily consist of compensation and costs associated with non-specific business activities. These include office costs, computer software, and telecoms. The decrease is mainly due to the termination of executives in July 2025.
Professional Fees:
Professional fees include costs for legal, accounting, and consulting services.
Sales and Marketing:
Sales and marketing costs are explicitly incurred for investor relations, advertising, marketing, press releases, and public relations.
Amortization:
Amortization is related to patents and intellectual property held by the UK subsidiary, Bubblr Ltd.
Research and Development:
Costs incurred in developing the Company’s products include salaries and benefits for development staff and external contractors, as well as specialist software for product development.
Other Income (Expense)
The majority of other income and expenses consists of gains and losses from the issuance and changes in the fair value of derivative liabilities, and foreign currency translation gains.
| 10 |
Loss on derivative issuance:
The Company reviewed the Convertible Notes under the applicable guidance, ASC 815, and determined that the embedded features of the notes required them to be measured on a fair value basis as a derivative liability on the date of issuance.
As of the date of issuance, the derivative liability was valued at $172,307, and the Company recorded a loss on the issuance of the derivative liability of $69,898.
Gain (loss) on change in fair value of derivative liability:
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, Derivatives and Hedging. 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 other income or expense item.
The average exercise price for warrants determined at issue is $0.32 per share. If the warrants were exercised on March 31, 2026, the Company would realize a gain equal to the difference between the cash received upon conversion and the issue cost of $0.006 per share, which is the fair market value of the common stock on March 31, 2026.
As of March 31, 2026, the fair value of the warrant derivative liabilities was $2, and the Company recognized a net gain of $229 for changes in fair value.
The Company issued convertible notes with embedded derivative liability in 2025. ASC 815 requires us to evaluate the fair value of the instruments at the date of issue and at the end of each reporting period.
As of March 31, 2025, the fair value of the convertible note derivative liability was $453,322, and the Company recognized a gain of $155,233 for changes in fair value. No notes were issued in the three months ended March 31, 2026.
Foreign currency translation gain (loss):
Gains and losses in foreign currency translation result from fluctuations in the exchange rates of the U.S. dollar and the British pound sterling.
Liquidity and Capital Resources
The following table provides selected financial data about our Company:
March 31, 2026 | December 31, 2025 | Change | % | |||||||||||||
| Current Assets | $ | 19,491 | $ | 18,471 | $ | 1,020 | -6 | % | ||||||||
| Current Liabilities | 2,960,603 | 2,918,193 | 42,410 | -1 | % | |||||||||||
| Working Capital Deficit | $ | (2,941,112 | ) | (2,899,722 | ) | $ | (41,390 | ) | -1 | % | ||||||
Current Assets
Current assets consist of cash and other receivables.
Current Liabilities
Current Liabilities consist of accounts payable, accrued liabilities, amounts due to related parties, and convertible note derivative liability.
The increase in current liabilities was primarily due to higher accrued salaries payable to related parties and management.
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Working Capital Deficit
The working capital deficit increased by $44,263 over the three months ended March 31, 2026.
Liquidity
Over the last three years and as of 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 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 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 anticipate that these rules and regulations will increase our legal and financial compliance costs and render some of our activities 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 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.
Cash Flow
| March 31, 2026 | March 31, 2025 | Change | % | |||||||||||||
| Cash used in Operating activities | $ | (79,537 | ) | $ | (96,091 | ) | $ | 16,554 | 17 | % | ||||||
| Cash used in provided by Investing Activities | (6,634 | ) | (13,728 | ) | 7,094 | -52 | % | |||||||||
| Cash provided by Financing Activities | 84,055 | 71,073 | 12,982 | 18 | % | |||||||||||
| Cash on Hand | $ | 5,813 | 2,542 | $ | 3,271 | 129 | % | |||||||||
Operating Activities
The decrease in net cash used in operating activities was primarily due to an increase in accrued liabilities.
Investing Activities
The net cash used in investing activities was for Patents.
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Financing Activities
The increase in net cash provided by financing activities was primarily due to the rise in related-party loans.
Cash on Hand
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.
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 the weighted-average exchange rates for 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, using the straight-line method 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 asset’s recorded value. The asset is written down to its estimated fair value if an impairment is indicated.
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Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax 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 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 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.
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.
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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 three months ended March 31, 2026, and 2025, included herein.
Off-Balance Sheet Arrangements
As of March 31, 2026, 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,” 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, 2026. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting.
Management Report of Internal Control over Financial Reporting
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”).
Due to the inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of effectiveness evaluations in future periods are subject to the risk that controls may become inadequate due to changes in conditions or that compliance with 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 March 31, 2026, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:
| ● | We do not have sufficient segregation of duties within accounting functions, which is an essential internal control. Due to our size and nature, it may not always be possible or economically feasible to segregate all conflicting duties. However, to the greatest extent possible, individuals should initiate and record transactions separately. Management evaluated the impact of our failure to segregate duties on our assessment of disclosure controls and procedures and concluded that the resulting control deficiency constituted a material weakness. |
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| ● | 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 may occur, which 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 flaws, 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 | |
| 3. | appoint an audit committee. |
The remediation efforts outlined are primarily dependent on securing additional financing or revenue to cover the costs of implementing the required changes. Remediation efforts may be materially affected if we do not secure such funds.
Changes in Internal Control over Financial Reporting
In the three months ended March 31, 2026, 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 may occasionally become involved in various claims and legal proceedings that are generally considered normal and incidental to our business. These might include product liability, intellectual property, employment issues, personal injury claims from our employees’ actions, and other general claims. Regardless of the outcome, litigation can adversely affect us, including increased defense costs and settlements, diversion of management resources, and other impacts.
We are currently engaged in litigation in the United States District Court for the District of Wyoming. This civil lawsuit was filed by a holder of our preferred stock. The case number of this lawsuit is 1:26-CV-20-ABJ. The plaintiff, GHS Investments, LLC, seeks the Court’s appointment of a custodian or receiver for Bubblr, Inc., based on a number of assertions, many of which are inaccurate or unfounded. Our management believes that this lawsuit is flawed and defensible in Court. We cannot predict the outcome of this lawsuit at this time, as we are in negotiations with the plaintiff regarding the dismissal of the case.
Item 1A: Risk Factors
Not applicable.
Item 1b. Unresolved Staff Comments.
None.
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Item 1c. Cybersecurity
In today’s digital landscape, cybersecurity is a critical component of our business operations. We are committed to safeguarding information systems, data, and technology infrastructure from potential cyber threats, unauthorized access, and data loss. We have implemented robust policies, procedures, and security measures to mitigate risks, ensure compliance with applicable laws and regulations, and maintain the trust of our stakeholders.
We actively monitor and adapt to the evolving cybersecurity landscape through continuous assessment. Despite these efforts, the potential for breaches, attacks, or system failures remains a risk, which could lead to service disruptions, financial losses, legal liabilities, or reputational harm. We will continue to prioritize investments in cybersecurity to enhance our defenses and resiliency against emerging threats.
In all known cases to date, the company’s systems and protocols have successfully detected and mitigated these attempts with no impact on operations or data integrity.
Item 2. 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 three months ended March 31, 2026, 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 March 31, 2026, formatted in Extensible Business Reporting Language (XBRL). |
| ** | Provided herewith |
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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: May 15, 2026 | /s/ Stephen Morris |
| Stephen Morris | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: May 15, 2026 | /s/ David Chetwood |
| David Chetwood | |
Chief Financial Officer (Principal Accounting and Financial Officer) |
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