Bubblr Inc 10-K for FY2021

Bubblr Inc. (BBLR)

10-K 2022-03-31 For: 2021-12-31

Added on April 11, 2026

About this 10-K

Bubblr Inc filed this 10-K on March 31, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $3.69M; compared with a net loss of $1.13M a year earlier

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Wyoming			86-2355916
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


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

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

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☐ Emerging growth company

		Page
	PART I
Item 1	Business		4
Item 1A	Risk Factors		7
Item 1B	Unresolved Staff Comments		20
Item 2	Properties		20
Item 3	Legal Proceedings		20
Item 4	Mine Safety Disclosures		20

	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
Item 6	Selected Financial Data		24
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		27
Item 8	Financial Statements and Supplementary Data		27
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		28
Item 9A	Controls and Procedures		28
Item 9B	Other Information		29

	PART III
Item 10	Directors, Executive Officers and Corporate Governance		30
Item 11	Executive Compensation		34
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		35
Item 13	Certain Relationships and Related Transactions, and Director Independence		36
Item 14	Principal Accountant Fees and Services		37

	PART IV
Item 15	Exhibit and Financial Statement Schedules		38
Item 16	Form 10-K Summary		39

	•	the success or failure of management’s efforts to implement the Company’s business plan;

	•	the ability of the Company to fund its operating expenses;

	•	the ability of the Company to compete with other companies that have a similar business plan;

	•	the effect of changing economic conditions impacting our plan of operation; and

	•	the ability of the Company to meet the other risks as described elsewhere in this filing and as may be described in future filings with the SEC.

	•	had a public float of less than $250 million as of the last business day of our most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of our voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

	•	in the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of our common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

	•	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

	Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.

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

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

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

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

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions; and
	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems.

Name	Age		Positions and Offices Held
Rik Willard		61	Chief Executive Officer and Director
Steven Saunders		43	Chief Commercial Officer and Director
Stephen Morris		66	Chief Technology Officer and Director
Matthew Loeb		61	Chair and Director
Virginia Mackin		58	Chief Financial Officer (interim)

Name and principal	Year	Salary ($)		Stock	Option	All Other	Total
Position			Bonus	Awards	Awards	Compensation	($)
			($)	($)	($)	($) (1)(2)
Rik Willard	2020	Nil	Nil	Nil	Nil	Nil	Nil
CEO and Director	2021	41,250	Nil	418,364	Nil	Nil	459,614
Steven Saunders	2020	129,500	Nil	Nil	Nil	Nil	129,500
CCO and Director	2021	134,116	Nil	Nil	Nil	Nil	134,116
Stephen Morris	2020	80,750	Nil	Nil	Nil	Nil	80,750
CTO and Director	2021	122,537	Nil	Nil	Nil	Nil	122,537
Neeta Shah	2020	Nil	Nil	Nil	Nil	Nil	Nil
CFO	2021	22,500	Nil	110,713	Nil	Nil	133,213

	Common Stock
Name and Address of Beneficial Owner	Number of Shares Owned (1)	Percent of Class (2)
Rik Willard	102,040	0.07	%
Stephen Morris	57,010,988	40.39	%
Matthew Loeb	250,000	0.18	%
Steven Saunders	4,500,000	3.19	%
Neeta Shah	51,020	0.04	%
All Directors and Executive Officers as a Group (5 persons)	61,914,048	43.87	%

5% Holders	Common Stock
	Number of Shares Owned (1)		Percent of Class (2)
Stephen Morris		57,010,988		40.39	%
All 5% Holders as a Group (1 persons)		57,010,988		40.39	%

	2019 Series A Preferred Stock
Name and Address of Beneficial Owner	Number of Shares Owned (1)		Percent of Class (3)
Stephen Morris		1		100	%
All Directors and Executive Officers as a Group		1		100	%

Fees	2020		2021
Audit Fees	$	21,000	$	28,000
Audit-Related Fees				9,500
Tax Fees
All Other Fees
Total	$	21,000	$	37,500

Report of Independent Registered Public Accounting Firm (PCAOB ID 6117);	F-1
Consolidated Balance Sheets as of December 31, 2021 and 2020;	F-2
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020;	F-3
Consolidated Statement of Stockholders’ Equity as of December 31, 2021 and 2020;	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020; and	F-5
Notes to Consolidated Financial Statements.	F-6

	December 31,			December 31,
	2021			2020

ASSETS
Current Assets:
Cash	$	62,967		$	96,602
Accounts receivable		17,966			14,367
Advances receivable		80,251			79,411
Total current assets		161,184			190,380

Non-current Assets:
Property and equipment, net		69,620			64,773
Intangible assets		1,627,010			1,582,870
Total non-current assets		1,696,630			1,647,643
TOTAL ASSETS	$	1,857,814		$	1,838,023


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	200,666		$	324,203
Accrued interest		21,415			12,262
Convertible note payable		—			25,000
Loan payable, current portion		13,400			13,496
Loan payable - related party		509,339			797,921
Total current liabilities		744,820			1,172,882

Non-current liabilities:
Convertible note payable - net of discount $69,714 and $0		2,218,066			—
Loan payable, non-current portion		22,518			33,360
Total non-current liabilities		2,240,584			33,360
Total Liabilities		2,985,404			1,206,242

Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value, 25,000,000 shares authorized
Special 2019 Series A Preferred Stock, $0.001 par value, 1 share authorized; 1 and 0 share(s) issued and outstanding at December 31, 2021 and 2020		—			—
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 140,186,096 and 132,565,226 shares issued and outstanding at December 31, 2021 and 2020		1,401,861			1,325,652
Additional paid-in capital		5,478,801			3,704,045
Accumulated deficit		(8,385,496	)		(4,692,009)
Accumulated other comprehensive income		377,244			354,093
Treasury stock, 1 share of Special 2019 Series A Preferred Stock at cost		—			(60,000)
Total Stockholders' Equity (Deficit)		(1,127,590	)		631,781

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,857,814		$	1,838,023


	2019 Series A Preferred Stock				Series B Preferred Stock					Common Stock
	Number of Shares		Amount		Number of Shares			Amount		Number of Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders' Equity (Deficit)
Balance - December 31, 2019		—	$	—		—		$	—		126,902,749	$	1,269,027	$	3,096,579		$	(3,560,200	)	$	385,147			(60,000	)	$	1,130,553

Common shares issued for debt conversion		—		—		—			—		439,998		4,400		399,480			—			—			—			403,880
Common shares issued for cash		—		—		—			—		468,582		4,686		234,949			—			—			—			239,635
Reverse acquisition recapitalization		—		—		2			—		4,753,897		47,539		(26,963	)		—			—			—			20,576
Net loss		—		—		—			—		—		—		—			(1,131,809	)		—			—			(1,131,809	)
Other comprehensive income		—		—		—			—		—		—		—			—			(31,054	)		—			(31,054	)
Balance -December 31, 2020		—	$	—	$	2		$	—		132,565,226	$	1,325,652	$	3,704,045		$	(4,692,009	)	$	354,093			(60,000	)	$	631,781

Preferred B shares conversion to common stock		—		—		(2	)		—		2,650		27		5,973			—			—			—			6,000
Common shares issued for Services - Advisory Board		—		—		—			—		561,220		5,612		1,637,743			—			—			—			1,643,355
Common shares issued for Services – Consulting		—		—		—			—		57,000		570		131,040			—			—			—			131,610
Issuance of Special 2019 Series A Preferred Stock to related party in satisfaction of debt		1		—		—			—		—		—		—			—			—			60,000			60,000
Common shares issued for debt conversion		—		—		—			—		4,500,000		45,000		—			—			—			—			45,000
Common shares issued for note conversion		—		—		—			—		2,500,000		25,000		—			—			—			—			25,000
Net loss		—		—		—			—		—		—		—			(3,693,487	)		—			—			(3,693,487	)
Other comprehensive income		—		—		—			—		—		—		—			—			23,151			—			23,151
Balance -December 31, 2021		1	$	—	$	—		$	—		140,186,096	$	1,401,861	$	5,478,801		$	(8,385,496	)	$	377,244			—		$	(1,127,590	)


	December 31,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(3,693,487	)	$	(1,131,809)
Adjustments for: Net loss to net cash used in operating activities:
Stock based compensation		1,774,965			—
Gain on settlement of debt		(5,000	)		—
Loss on disposal of fixed asset		—			5,234
Impairment of intangible asset		—			9,171
Unrealized loss on investment		—			15,349
Amortization of debt discount		34,858			—
Amortization of intangible asset		366,329			273,549
Depreciation		13,322			9,746
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(4,772	)		55,866
Increase in accrued interest		9,025			12,262
(Decrease) increase accounts payables		(73,176	)		246,409
Net cash used in operating activities		(1,577,936	)		(504,223)

Cash flows from investing activities
Proceeds from repayments on advances receivable		—			6,557
Purchase of fixed assets		(18,630	)		(1,804)
Purchase of intangible assets		(422,863	)		(597,199)
Net cash used in investing activities		(441,493	)		(592,446)

Cash flows from financing activities
Repayment of loans payable		(10,792	)		(10,294)
Repayment of loans payable - related party		(303,068	)		(18,040)
Proceeds from loans payable - related party		81,162			297,006
Proceeds from issuance of pre-merger common stock		—			239,635
Proceeds from issuance of convertible notes payable		2,183,208			403,880
Net cash provided by financing activities		1,950,510			912,187

Effects of exchange rate changes on cash		35,284			(14,127)

Net Change in Cash		(33,635	)		(198,609)
Cash - Beginning of Year		96,602			295,211
Cash - End of Year	$	62,967		$	96,602


Supplemental information:
Cash paid for interest	$	2,848		$	31,080
Cash paid for taxes	$	—		$	—

Non-cash investing and financing activities
Original issue discount on convertible notes	$	104,572		$	—
Common stock issued for conversion of debt	$	70,000		$	403,880
Issuance of Special 2019 Series A Preferred Stock to related party in satisfaction of debt	$	60,000		$	—
Common stock issued for conversion of Series B Preferred Stock	$	6,000		$	—

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

	Motor Vehicles			Computer Equipment			Office Equipment			Total
Cost
At December 31, 2020	$	64,033		$	12,962		$	632		$	77,627
Additions		—			18,630			—			18,630
Effects of currency translation		(457	)		(92	)		(3	)		(552)
At December 31, 2021		63,576			31,500			629			95,705

Less accumulated depreciation
At December 31, 2020		7,380			5,316			158			12,854
Depreciation expense		6,764			6,432			126			13,322
Effects of currency translation		(52	)		(38	)		(1	)		(91)
At December 31, 2021		14,092			11,710			283			26,085

Net book value
At December 31, 2021		49,484			19,790			346			69,620
At December 31, 2020	$	56,653		$	7,646		$	474		$	64,773


	Motor Vehicles	Computer Equipment		Office Equipment		Total
Cost
At December 31, 2019	61,631	16,312		377	$	78,320
Additions	—	1,563		241		1,804
Disposals	—	(5,234	)	—		(5,234)
Effects of currency translation	2,402	321		14		2,737
At December 31, 2020	64,033	12,962		632		77,627

Less accumulated depreciation
At December 31, 2019	547	1,849		30		2,426
Depreciation expense	6,312	3,307		127		9,746
Effects of currency translation	521	160		1		682
At December 31, 2020	7,380	5,316		158		12,854

Net book value
At December 31, 2020	56,653	7,646		474		64,773
At December 31, 2019	61,084	14,463		347	$	75,894


Cost	Patents			Trademarks			Intellectual Property			Capitalized Acquisition Costs		Total
At December 31, 2020	$	111,256		$	17,330		$	2,521,821		$	45,745	$	2,696,152
Additions		42,180			15,623			365,060			—		422,863
Effects of currency translation		(1,576	)		(124	)		(24,975	)		—		(26,675)
At December 31, 2021	$	151,860		$	32,829		$	2,861,906		$	45,745	$	3,092,340

Less accumulated amortization
At December 31, 2020	$	—		$	—		$	1,113,282		$	—	$	1,113,282
Amortization expense		—			—			364,041			2,288		366,329
Effects of currency translation		—			—			(14,281	)		—		(14,281)
At December 31, 2021	$	—		$	—		$	1,463,042		$	2,288	$	1,465,330

Net book value
At December 31, 2021	$	151,860		$	32,829		$	1,398,864		$	43,457	$	1,627,010
At December 31, 2020	$	111,256		$	17,330		$	1,408,539		$	45,745	$	1,582,870

	Patents		Trademarks			Intellectual Property		Capitalized Acquisition Costs		Total
At December 31, 2019	$	75,658	$	—		$	1,953,837	$	—	$	2,029,495
Additions		32,649		26,975			491,830		45,745		597,199
Impairment		—		(9,171	)		—		—		(9,171)
Effects of currency translation		2,949		(474	)		76,154		—		78,629
At December 31, 2020	$	111,256	$	17,330		$	2,521,821	$	45,745	$	2,696,152

Less accumulated amortization
At December 31, 2019	$	—	$	—		$	792,399	$	—	$	792,399
Depreciation expense		—		—			273,549		—		273,549
Effects of currency translation		—		—			47,334		—		47,334
At December 31, 2020	$	—	$	—		$	1,113,282	$	—	$	1,113,282

Net book value
At December 31, 2020	$	111,256	$	17,330		$	1,408,539	$	45,745	$	1,582,870
At December 31, 2019	$	75,658	$	—		$	1,161,438	$	—	$	1,237,096


Year Ended December 31,		Patents		Intellectual Property		Capitalized Acquisition Costs		Total
	2022	$	7,593	$	199,838	$	2,288	$	209,719
	2023		7,593		199,838		2,288		209,719
	2024		7,593		199,838		2,288		209,719
	2025		7,593		199,838		2,288		209,719
	2026		7,593		199,838		2,288		209,719
	Thereafter		113,895		399,674		32,017		545,586
		$	151,860	$	1,398,864	$	43,457	$	1,594,181


	Total
2022	$	13,638
2023		13,638
2024		12,502
Thereafter		—
		39,778
Less: Imputed interest		(3,860	)
Loan payable		35,918

Loan payable – current		13,400
Loan payable - non-current	$	22,518


	Year Ended
	December 31,
	2021			2020
Tax jurisdiction from:
- Local	$	(2,398,382	)	$	(244,060	)
- Foreign		(1,290,286	)		(887,749	)
Loss before income taxes	$	(3,688,668	)	$	(1,131,809	)

3.1	Amended and Restated Articles of Incorporation of Bubblr Inc. Inc., a Wyoming corporation⁽¹⁾

3.2	Bylaws of Bubblr Inc. ⁽¹⁾

3.3	Certificate of Designation for Series C Convertible Preferred Stock ⁽³⁾

4.1	Form of Convertible Promissory Note⁽¹⁾

4.2	Common Stock Purchase Warrant⁽³⁾

4.3	Common Stock Purchase Warrant⁽³⁾

10.1	Form of Note Purchase Agreement⁽¹⁾

10.2	Employment Agreement⁽¹⁾

10.3	Employment Agreement⁽¹⁾

10.4	Employment Agreement⁽¹⁾

10.5	Loan Agreement ⁽²⁾

10.6	Securities Purchase Agreement⁽³⁾

10.7	Securitieis Purchase Agreement⁽³⁾

10.8	Equity Financing Agreement⁽³⁾

10.9	Registration Rights Agreement⁽³⁾

10.10	Termination and Release Agreement⁽⁴⁾

21.1	List of Subsidiaries⁽¹⁾
31.1**	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	(1)	Incorporated by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 9, 2021.
	(2)	Incorporated by reference to the Form S-1/A, filed by the Company with the Securities and Exchange Commission on December 23, 2021.
	(3)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 10, 2022.
	(4)	Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 28, 2022.

By:	/s/ Rik Willard
	Rik Willard Chief Executive Officer, Principal Executive Officer and Director
	March 31, 2022

By:	/s/ Virginia Mackin
	Virginia Mackin
	Interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
	March 31, 2022

By:	/s/ Rik Willard
Name:	Rik Willard
Title:	Chief Executive Officer
Date:	March 31, 2022

By:	/s/ Virigina Mackin
Name:	Virginia Mackin
Title:	Interim Chief Financial Officer
Date:	March 31, 2022