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Equibles

10-Q

Bubblr Inc. (BBLR)

10-Q 2023-08-14 For: 2023-06-30
View Original
Added on April 11, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

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

For the quarterly period ended June 30, 2023

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

For

the transition period from __________ to__________

Commission

File Number: 333-260902

Bubblr,Inc.

(Exact name of registrant as specified in its charter)

Wyoming 86-2355916
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) (IRS<br> Employer<br><br> <br>Identification<br> No.)

21West 46th Street

NewYork, New York 10036

(Address of principal executive offices)

(646)

814 7184

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

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

State

the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 157,201,261 common shares as of August 11, 2023.

TABLE

OF CONTENTS

Page
PART I – FINANCIAL INFORMATION
Item<br> 1: Financial<br> Statements 3
Item<br> 2: Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations 4
Item<br> 3: Quantitative<br> and Qualitative Disclosures About Market Risk 11
Item<br> 4: Controls<br> and Procedures 11
PART II – OTHER INFORMATION
Item<br> 1: Legal<br> Proceedings 13
Item<br> 1A: Risk<br> Factors 13
Item<br> 2: Unregistered<br> Sales of Equity Securities and Use of Proceeds 13
Item<br> 3: Defaults<br> Upon Senior Securities 13
Item<br> 4: Mine<br> Safety Disclosures 13
Item<br> 5: Other<br> Information 13
Item<br> 6: Exhibits 13 
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PART

I - FINANCIAL INFORMATION

Item1. Financial Statements

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

F-2 Consolidated<br> Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited);
F-3 Consolidated<br> Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 (unaudited);
F-4 Consolidated<br> Statement of Stockholders’ Equity (Deficit) for the six months ended June 30, 2023 and 2022 (unaudited);
F-5 Consolidated<br> Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited); and
F-6 Notes<br> to the Unaudited Consolidated Financial Statements.

These unaudited 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 June 30, 2023 are not necessarily indicative of the results that can be expected for the full year ended December 31, 2023.

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BUBBLR

INC.

INDEX

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June

30, 2023

Page
Consolidated<br> Balance Sheets at June 30, 2023 and December 31, 2022 (Unaudited) F-2
Consolidated<br> Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 (Unaudited) F-3
Consolidated<br> Statements of Changes in Stockholders’ Equity (Deficit) for the six months ended June 30, 2023 and 2022 (Unaudited) F-4
Consolidated<br> Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited) F-5
Notes<br> to Unaudited Consolidated Financial Statements F-6 
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BUBBLR

INC.

Consolidated

Balance Sheets

June

30, 2023 and December 31, 2022

(Unaudited)

December<br> 31,
2022
ASSETS
Current Assets:
Cash 5,507 $ 32,533
Other<br> receivables 7,741 9,884
Total current assets 13,248 42,417
Non-current Assets:
Property and equipment,<br> net 43,870 47,956
Intangible<br> assets, net 1,284,290 1,325,995
Total non-current assets 1,328,160 1,373,951
TOTAL<br> ASSETS 1,341,408 $ 1,416,368
LIABILITIES AND STOCKHOLDERS’<br> EQUITY (DEFICIT)
Current Liabilities:
Accounts payable 194,036 $ 141,605
Accrued liabilities 834,373 50,094
Loan payable, current 12,562 11,987
Loan<br> payable - related party, current 753,844 392,170
Total current liabilities 1,794,815 595,856
Non-current liabilities:
Loan payable, non-current 5,895 10,465
Loan payable - related<br> party, non-current 550,468 525,291
Warrant<br> derivative liability 201,010 198,479
Total non-current liabilities 757,373 734,235
Total<br> Liabilities 2,552,188 1,330,091
Stockholders’ Equity<br> (Deficit)
Series C Convertible Preferred Stock, 0.001<br> par value, 2,000 authorized, 903 shares issued and outstanding 1 1
Common stock, 0.01 par value, 3,000,000,000 shares authorized; 156,888,761<br> and 154,309,318 shares issued and outstanding at June 30, 2023 and December 31, 2022 1,568,888 1,543,093
Additional paid-in capital 11,744,313 11,006,607
Accumulated deficit (14,876,334 ) (12,875,437 )
Accumulated other comprehensive<br> income 352,352 412,013
Total Stockholders’<br> Equity (Deficit) (1,210,780 ) 86,277
TOTAL<br> LIABILITES AND STOCKHOLDERS’ EQUITY (DEFICIT) 1,341,408 $ 1,416,368

All values are in US Dollars.

The

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

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BUBBLR

INC.

Consolidated

Statement of Operations and Comprehensive Loss

For

the three and six months ended June 30, 2023 and 2022

(Unaudited)

2023 2022 2023 2022
For the Three<br> Months Ended For the Six<br> Months Ended
June<br> 30, June<br> 30,
2023 2022 2023 2022
Operating Expenses
General and<br> administrative $ 1,178,987 $ 188,856 $ 1,195,276 $ 340,919
Professional fees 390,304 2,095,727 164,734 2,288,556
Sales and marketing 105,553 44,595 418,016 82,188
Amortization and depreciation 62,882 100,859 122,509 208,454
Research<br> and development 52,119 52,694 91,271 113,955
Total operating expense 1,789,845 2,482,731 1,991,806 3,034,072
Operating loss (1,789,845 ) (2,482,731 ) (1,991,806 ) (3,034,072 )
Other income (expense)
Interest income 15 402 113 854
Interest expense (617 ) (30,420 ) (1,746 ) (445,264 )
Gain (loss) on change in<br> fair value of warrant derivative liability 69,988 275,178 (2,531 ) 251,287
Foreign<br> currency transaction gain (loss) 17,242 (121,307 ) 38,417 (162,014 )
Total other income (expense) 86,628 123,853 34,253 (355,137 )
Net loss before income tax $ (1,703,217 ) $ (2,358,878 ) $ (1,957,553 ) $ (3,389,209 )
Provision<br> for income tax - - - -
Net loss after income<br> tax $ (1,703,217 ) $ (2,358,878 ) $ (1,957,553 ) $ (3,389,209 )
Other comprehensive income (loss)
Foreign<br> currency translation gain (loss) (40,519 ) 47,306 (59,661 ) 60,679
Total other comprehensive<br> income (loss) (40,519 ) 47,306 (59,661 ) 60,679
Net comprehensive loss $ (1,743,736 ) $ (2,311,572 ) $ (2,017,214 ) $ (3,328,530 )
Net loss per common<br> share, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.01 ) $ (0.02 )
Weighted average number of common shares outstanding,<br> basic and diluted 156,260,342 141,103,372 155,578,988 141,124,825 
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BUBBLR

INC.

Consolidated

Statement of Changes in Stockholders’ Deficit

For

the six months ended June 30, 2023 and 2022

(Unaudited)

Number of Shares Amount Number of Shares Amount Number<br> of Shares Amount Paid-in<br> <br>Capital Accumulated<br> Deficit Comprehensive Income (Loss) Equity (Deficit)
2019 Series A<br> <br>Preferred Stock Series C<br> <br>Preferred Stock Common<br> Stock Additional Accumulated<br> Other Total<br> Stockholders’
Number of Shares Amount Number of Shares Amount Number<br> of Shares Amount Paid-in<br> <br>Capital Accumulated<br> Deficit Comprehensive Income (Loss) Equity (Deficit)
Balance - December 31, 2021 1 $ - - $ - 140,186,096 $ 1,401,861 $ 5,478,801 $ (8,385,496 ) $ 377,244 $ (1,127,590 )
Issuance of common shares for services - Executive<br> Board 147,960 1,480 73,980 75,460
Issuance of common shares for services - Consulting 19,250 193 8,787 8,980
Issuance of common shares for Equity Finance<br> Agreement Incentive 793,039 7,930 371,884 379,814
Issuance of Series C Preferred Shares 503 1 (1 ) -
Dividend Series C Preferred shares (3,272 ) (3,272 )
Net loss - - - - - (1,030,331 ) (1,030,331 )
Other comprehensive<br> income - - 13,373 13,373
Balance - March 31, 2022 1 $ - 503 $ 1 141,146,345 $ 1,411,464 $ 5,933,451 $ (9,419,099 ) $ 390,617 $ (1,683,566 )
Issuance of common shares for services - Consulting 7,645,073 76,451 1,916,630 1,993,081
Vesting of restricted stock units 94,150 94,150
Issuance of Series C Preferred Shares 400 95,768 95,768
Dividend Series C Preferred Shares (16,754 ) (16,754 )
Net loss (2,358,878 ) (2,358,878 )
Other comprehensive<br> income - - - - 47,306 47,306
Balance - June 30, 2022 1 $ - 903 $ 1 148,791,418 $ 1,487,915 $ 8,039,999 $ (11,794,731 ) $ 437,923 $ (1,828,893 )
Balance - December 31, 2022 - $ - 903 $ 1 154,309,318 $ 1,543,093 $ 11,006,607 $ (12,875,437 ) $ 412,013 $ 86,277
Issuance of common shares for services - Consulting 1,455,784 14,558 270,780 285,338
Forfeit of restricted stock units (659,052 ) (659,052 )
Issuance of common shares for series C Preferred<br> Shares Dividend 183,676 1,837 20,296 22,133
Dividend Series C Preferred Shares (21,672 ) (21,672 )
Net loss (254,336 ) (254,336 )
Other comprehensive<br> loss - - - - (19,142 ) (19,142 )
Balance -March 31, 2023 - $ - $ 903 $ 1 155,948,778 $ 1,559,488 $ 10,638,631 $ (13,151,445 ) $ 392,871 $ (560,454 )
Balance - $ - $ 903 $ 1 155,948,778 $ 1,559,488 $ 10,638,631 $ (13,151,445 ) $ 392,871 $ (560,454 )
Issuance of common shares for services - Consulting 312,500 3,125 46,875 50,000
Issuance of common shares for services –<br> Professional Services 500,000 5,000 60,000 65,000
Issuance of common shares for series C Preferred<br> Shares Dividend 127,483 1,275 20,397 21,672
Vesting of Share Options 978,410 978,410
Dividend Series C Preferred Shares (21,672 ) (21,672 )
Net Loss (1,703,217 ) (1,703,217 )
Other comprehensive<br> loss - - - - (40,519 ) (40,519 )
Balance - June 30, 2023 - $ - $ 903 $ 1 156,888,761 $ 1,568,888 $ 11,744,313 $ (14,876,334 ) $ 352,352 $ (1,210,780 )
Balance - $ - $ 903 $ 1 156,888,761 $ 1,568,888 $ 11,744,313 $ (14,876,334 ) $ 352,352 $ (1,210,780 ) 
| F-4 |

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BUBBLR

INC.

Consolidated

Statement of Cashflows

For

the six months ended June 30, 2023 and 2022

(Unaudited)

2023 2022
June<br> 30,
2023 2022
Cash Flows from Operating<br> Activities:
Net loss $ (1,957,553 ) $ (3,389,209 )
Adjustments<br> for:
Net<br> loss to net cash used in operating activities:
Stock based compensation 400,338 2,077,521
Stock based finance incentive - 379,814
Vesting of stock-based<br> compensation 978,410 94,150
Forfeit of restricted stock<br> units (659,052 ) -
Change in fair value of<br> warrant derivative liability 2,531 (251,287 )
Amortization of debt discount - 39,856
Amortization of intangible<br> asset 116,125 187,621
Depreciation 6,384 7,826
Changes<br> in operating assets and liabilities:
Decrease in other receivables 2,537 4,945
Increase in accrued liabilities 711,929 24,283
Increase<br> (decrease) in accounts payable 114,764 (57,572 )
Net<br> cash used in operating activities (283,587 ) (882,052 )
Cash<br> flows from investing activities
Purchase<br> of intangible assets (12,839 ) (19,228 )
Net<br> cash used in investing activities (12,839 ) (19,228 )
Cash<br> flows from financing activities
Payment of dividend - (3,272 )
Repayment of loans payable (4,934 ) (26,434 )
Proceeds from loans payable<br> - related party 324,973 19,709
Repayment of loans payable<br> - related party (18,228 ) (77,940 )
Net proceeds from issuance<br> of Series C Preferred stock - 789,000
Proceeds<br> from issuance of convertible notes payable - 15,000
Net<br> cash provided by financing activities 301,811 716,063
Effects<br> of exchange rate changes on cash (32,411 ) 178,182
Net<br> Change in Cash (27,026 ) (7,035 )
Cash<br> - Beginning of Period 32,533 62,967
Cash<br> - End of Period $ 5,507 $ 55,932
Supplemental<br> information:
Cash<br> paid for interest $ 5,385 $ 6,332
Cash<br> paid for taxes $ - $ -
Non-cash<br> investing and financing activities
Declared dividends $ 43,344 $ 16,754
Common stock issued in<br> satisfaction of dividend payable $ 43,805 $ -

The

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

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BUBBLR

INC.

Notes

to the Unaudited Consolidated Financial Statements

June

30, 2023 and 2022

NOTE

1 - ORGANIZATION, BUSINESS AND LIQUIDITY

Organizationand Operations

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

Bubblr, Inc. is a Mobile Application software company that is currently developing its disruptive Internet Search Mechanism and seeking license opportunities for a next-generation solution designed to create an alternative economic model.

GoingConcern Matters

The

accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $2,017,214 during the six months ended June 30, 2023, and has an accumulated deficit of $14,876,334 as of June 30, 2023. In addition, current liabilities exceed current assets by $1,781,567 as of June 30, 2023.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.

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

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

NOTE

2 - SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

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

Principlesof Consolidation

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

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Useof 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.

ConvertibleFinancial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

FairValue of Financial Instruments

The Company accounts for financial instruments in accordance with 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). The three levels of the fair value hierarchy under ASC 820 are described below:

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

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

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

The

carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At June 30, 2023 and December 31, 2022, the warrant liabilities balances were $201,010 and $198,479, respectively. There were no changes in the fair value hierarchy leveling during the six months ended June 30, 2023.

StockBased Compensation

We follow 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 expense 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). Restricted stock units (“RSUs”) issued as compensation in accordance with the Company’s 2022 Equity Incentive Plan are deemed to be unissued until fully vested. RSU compensation is recognized as expense over the vesting period. Upon repurchase of the award, any unrecognized compensation, net of cash payments, is expensed immediately. Awards forfeited due to unfulfillment of obligations, such as termination of employment prior to the award being 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.

Employees– We account for share-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.

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Nonemployees- Under the requirements of the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), we account for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date), and recognized in the statement of operations over the requisite service period.

CommonStock Purchase Warrants and Derivative Financial Instruments

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

Basicand Diluted Net Loss per Common Share

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

For the six months ended June 30, 2023 and 2022, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

SCHEDULE

OF COMPUTATION OF DILUTED NET LOSS PER SHARE

(Shares) (Shares)
June<br> 30,
2023 2022
(Shares) (Shares)
Series C Preferred Stock 3,384,135 3,384,135
Warrants 2,358,101 2,358,101
Convertible Notes - 2,027,127
Total 5,742,236 7,769,363

ForeignCurrency Translations

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

SCHEDULE

OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

2022 2022
December<br> 31,
2022 2022
Period-end :U.S.<br> exchange rate 1.2681 1.2174 1.2101
Weighted average :U.S. exchange<br> rate 1.2338 1.2990 1.2430

All values are in US Dollars.

Aggregate

transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Gains on foreign exchange transactions totaling $38,417 and losses of $162,014 were recognized during the six months ended June 30, 2023 and 2022, respectively.

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IncomeTaxes

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

As of June 30, 2023 and December 31, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

UK Taxes

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

UK Tax Risk

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

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

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

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

RecentAccounting Pronouncements

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

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Reclassifications

Certain accounts have been reclassified in prior periods to conform to current period presentation. Compensation expense that was previously reported separately has been combined with general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented.

NOTE

3 – OTHER RECEIVABLES

As of June 30, 2023 and December 31, 2022, accounts receivable consisted of the following:

SCHEDULE

OF OTHER RECEIVABLES

June 30, December 31,
2023 2022
Deposit $ 200 $ 200
UK VAT Receivable 7,541 9,684
Other receivables $ 7,741 $ 9,884

NOTE

4 - PROPERTY AND EQUIPMENT

As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following:

SCHEDULE

OF PROPERTY AND EQUIPMENT

Motor<br> Vehicles Computer<br> Equipment Office<br> Equipment Total
Cost
At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617
Additions - - - -
Effects of currency<br> translation 2,726 1,350 27 4,103
At June 30, 2023 59,601 29,529 590 89,720
Less accumulated depreciation
At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661
Depreciation expense 3,170 3,154 60 6,384
Effects of currency<br> translation 894 894 17 1,805
At June 30, 2023 22,723 22,684 443 45,850
Net book value
At June 30, 2023 36,878 6,845 147 43,870
At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956

During

the six months ended June 30, 2023 and 2022, the Company recorded depreciation expenses of $6,384 and $7,826, respectively. There were no purchases, impairment, or disposals of property and equipment.

NOTE

5 - INTANGIBLE ASSETS

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 currently pending in the European Union, and the United Kingdom.

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

| F-10 |

| --- |

IntellectualProperty

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

Trademarks

The Company has the following trademarks.

Mark Category Proprietor Country Class(es) Status Reg. Date. File No.
CITIZENS<br> JOURNALIST Words Bubblr<br> Limited European<br> Union 9<br> 38 REGISTERED 16-Nov-2019 206382.EM.01
CITIZENS<br> JOURNALIST Word Bubblr<br> Limited United<br> Kingdom 9<br> 38 REGISTERED 05-Jul-2019 206382.GB.01
CITIZENS<br> JOURNALIST Words Bubblr<br> Limited United<br> Kingdom 9<br> 38 REGISTERED 16-Nov-2019 206382.GB.02
CITIZENS<br> JOURNALIST Word Bubblr<br> Limited United<br> States 9<br> 38 41 42 REGD-DEC<br> USE 08-Feb-2022 206382.US.01
Words<br> and Color Device Bubblr<br> Limited European<br> Union 9<br> 38 REGISTERED 16-Nov-2019 206383.EM.01
Series<br> of Logos Bubblr<br> Limited United<br> Kingdom 9<br> 38 REGISTERED 05-Jul-2019 206383.GB.01
Words<br> and Color Device Bubblr<br> Limited United<br> Kingdom 9<br> 38 REGISTERED 16-Nov-2019 206383.GB.02
Words<br> and Device Bubblr<br> Limited United<br> States 9<br> 38 41 42 ACCEPTED 206383.US.01
BAU<br> NOT OK/BAU Not OK Series<br> of Marks Bubblr<br> Limited United<br> Kingdom 9<br> 38 REGISTERED 11-Oct-2019 208674.GB.01
NEWZMINE/NewzMine Series<br> of Marks Bubblr<br> Limited United<br> Kingdom 9<br> 38 42 REGISTERED 25-Dec-2020 227753.GB.01

The Company capitalizes trademark costs where the likelihood of acceptance is expected. Each trademark has been determined to have an infinite useful life and is assessed each reporting period for impairment. If there has been a reduction in the value of the trademark or if the trademark is not successfully registered, the assets will be impaired and charged to expense in the period of impairment.

As of June 30, 2023 and December 31, 2022, trademarks consisted of the following:

SCHEDULE

OF INTANGIBLE ASSETS TRADEMARKS

June 30, December 31,
2023 2022
Trademarks:
NewzMine^TM^ $ 11,226 $ 9,920
Citizens Journalist™ 25,367 25,367
Effects<br> of currency translation (1,936 ) (3,461 )
Trademarks $ 34,657 $ 31,826

As of June 30, 2023 and December 31, 2022, intangible assets consisted of the following:

SCHEDULE

OF INTANGIBLE ASSETS

Cost Patents Trademarks Intellectual<br> Property Capitalized<br> Acquisition Costs Total
At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069
Cost, beginning $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069
Additions 11,533 1,306 - - 12,839
Effects of currency<br> translation 8,066 1,525 132,488 - 142,079
At June 30, 2023 $ 187,899 $ 34,657 $ 2,896,686 $ 45,745 $ 3,164,987
Cost, ending $ 187,899 $ 34,657 $ 2,896,686 $ 45,745 $ 3,164,987
Less accumulated amortization
At December 31, 2022 $ 4,947 $ - $ 1,674,551 $ 4,576 $ 1,684,074
Less accumulated amortization, beginning $ 4,947 $ - $ 1,674,551 $ 4,576 $ 1,684,074
Amortization expense 25,831 - 89,150 1,144 116,125
Effects of currency<br> translation 237 - 80,261 - 80,498
At June 30, 2023 $ 31,015 $ - $ 1,843,962 $ 5,720 $ 1,880,697
Less accumulated amortization, ending $ 31,015 $ - $ 1,843,962 $ 5,720 $ 1,880,697
Net book value
At June 30, 2023 $ 156,884 $ 34,657 $ 1,052,724 $ 40,025 $ 1,284,290
At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 
| F-11 |

| --- |

During

the six months ended June 30, 2023 and 2022, the Company purchased $12,839 and $19,228, respectively, in intangible assets and recorded amortization expenses of $116,125 and $187,621, respectively. During the six months ended June 30, 2023 and 2022, impairment of $0 and $0 was recorded. Based on the carrying value of definite-lived intangible assets as of June 30, 2023 we estimate our amortization expense for the next five years will be as follows:

SCHEDULE

OF AMORTIZATION EXPENSE

Capitalized
Intellectual Acquisition
Six months ended June 30, Patents Property Costs Total
6 months remaining 2023 $ 3,922 $ 75,195 $ 1,144 $ 80,261
2024 7,844 150,389 2,288 160,521
2025 7,844 150,389 2,288 160,521
2026 7,844 150,389 2,288 160,521
2027 7,844 150,389 2,288 160,521
2028 7,844 150,389 2,288 160,521
Thereafter 113,742 225,584 27,441 366,767
Finite-Lived Intangible<br> Assets, Net $ 156,884 $ 1,052,724 $ 40,025 $ 1,249,633

NOTE

6 – ACCRUED LIABILITIES

As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:

SCHEDULE

OF ACCRUED LIABILITIES

June 30, December 31,
2023 2022
Accruals $ 59,474 $ -
Accrued interest - 3,143
Director fees 68,750 -
Dividends payable 21,672 22,133
Settlement payable 154,185 -
Wages and salaries 530,292 24,818
Total Accrued liabilities $ 834,373 $ 50,094

NOTE

7 – LOAN PAYABLE

On

February 4, 2022, the Company issued a promissory note for the principal sum of $20,000 to White Lion Capital, LLC, a Nevada company. The note had an original issue discount of 25%. The principal of $20,000 was repaid in full on April 26, 2022. The net proceeds received by the Company totaled $15,000, and the $5,000 debt discount was amortized to interest expense during the period the loan was outstanding.

In

November 2019, the Company purchased a vehicle under a capital finance arrangement. The term of this loan is 5 years, and the annual interest rate is 6.90%. At June 30, 2023 and December 31, 2022, loan payable obligations included in current liabilities were $12,562 and $11,987, respectively, and loan payable obligations included in long-term liabilities were $5,895 and $10,465, respectively.

During

the six months ended June 30, 2023 and 2022, the Company made $4,934 and $5,102, respectively, in loan payments.

| F-12 |

| --- |

At June 30, 2023, future minimum payments under the loan are as follows:

SCHEDULE

OF MINIMUM PAYMENTS

Total
2023 (six months remaining in 2023) $ 7,402
2024 9,868
Total 17,270
Less: Imputed interest 1,187
Loan payable 18,457
Loan payable –<br> current 12,562
Loan payable - non-current $ 5,895

NOTE

8 - RELATED PARTY TRANSACTIONS

Loansfrom Related Parties

The

Company had received a loan from a minority shareholder of $19,709 in February 2022 that bore interest at the rate of 20% per annum. The principal of $18,228, plus accrued interest of $3,646, totaling $21,874 was repaid on February 15, 2023. The related party loan of $81,162 borrowed in Q4 2021, which bore no interest, and was repaid in full by April 30, 2022.

Activity on this loan to arrive at June 30, 2023 and December 31, 2022 balances is as follows:

SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS

June 30, December 31,
2023 2022
Beginning Balance $ 18,152 $ 81,162
Effects of currency<br> translation 76 (4,779 )
Loan Payable $ 18,228 $ 76,383
Addition $ 19,709
Repayment $ (18,228 ) $ (77,940 )
Ending Balance $ - $ 18,152

During

the six months ended June 30, 2023 and 2022, the Company received proceeds on these loans of $0 and $19,709, respectively, made repayments of $18,228 and $79,940, respectively, and accrued interest of $0 and $443, respectively. The Loans from related parties were received in GBP, and any difference deduced is due to fluctuation in the exchange rate.

The

Company has loans from our founder, Stephen Morris, with a balance of $1,304,312 and $899,309 at June 30, 2023 and December 31, 2022, respectively as follows:

Loan 1.

The loan is non-interest bearing and repayable on demand.

On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have a maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc. in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment.

In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD, the Company shall pay to Mr. Morris an amount equal to £115,000 GBP as an installment payment on the principal of the Loan, and the balance of the principal of the Loan shall be paid at the Maturity Date.

On

September 6, 2022, the Company entered into a second amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to add $60,000 (£52,088) to the principal of the loan in exchange for Mr. Morris canceling his Special 2019 Series A Preferred Stock, which has super-voting rights.

On

December 20, 2022, the Company entered into a third amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to reduce the outstanding principal amount of the loan by $71,540 (£59,543) in exchange for the Company assigning advances receivables of $71,540 (£59,543) whereon Mr. Morris is entitled to amounts received pursuant to such receivables and will bear the risk of non-payment with respect to such receivables. After this assignment, the Company will have no right to receive any amounts collected with respect to such receivables and will have no liability for non-payment of the receivables or any costs of collections.

In

aggregate, the Company received $334,973 and $0 proceeds and made repayments of $0 and $0 during the six months ended June 30, 2023 and 2022, respectively, on the loans with Mr. Morris.

Loan 2.

On

September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for $501,049 (£434,060). The Loan Agreement is unsecured, carries no interest, is non-convertible, and is due upon maturity, which is 3 years after the date of the agreement.

Activity on this loan to arrive at June 30, 2023 and December 31, 2022 balances is as follows:

SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS

Six<br> Months Ended <br>June 30, 2023 Year<br> Ended December 31, 2022
Beginning balance current $ 374,018 428,117
Effects<br> of currency translation 54,853 (42,619 )
Loan Payable 428,871 385,558
Additions 324,973
Conversion from preferred<br> stock - 60,000
Assignment<br> of advances receivable - (71,540 )
Ending balance – Current $ 753,844 $ 374,018
Beginning balance non-current $ 525,291 $ -
Additions - 501,049
Effects<br> of currency translation 25,177 24,242
Ending balance non-current $ 550,468 525,291
Ending balance current<br> and non-current $ 1,304,312 $ 899,309

NOTE

9 - WARRANT 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, and determined that the instruments should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise. ASC 815 requires us to assess the fair market value of the derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

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 June 30, 2023. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model.

| F-13 |

| --- |

For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

SCHEDULE

OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS

Six Months Ended
June 30, 2023
Expected term 1.84<br> - 2.50 years
Expected average volatility 177<br> - 220 %
Expected dividend yield 8.33 %
Risk-free interest rate 1.50<br> – 5.40 %

The following table summarizes the changes in the warrant liabilities during the period ended June 30, 2023 and December 31, 2022:

SUMMARY OF CHANGES IN WARRANT LIABILITIES

Fair<br> Value Measurements Using Significant Unobservable Inputs (Level 3)
Addition of new warrants $ 721,275
Additional day-one loss (28,043 )
Change in fair value<br> of warrant liability (494,753 )
Warrant liability as of December 31, 2022 $ 198,479
Addition of new warrants $ -
Additional day-one loss -
Change in fair value<br> of warrant liability 2,531
Warrant liability as of June 30, 2023 $ 201,010

NOTE

10 - STOCKHOLDERS’ EQUITY

PreferredStock

The

Company has authorized 25,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

SeriesC Convertible Preferred Stock

On

March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established 2,000 shares of the Company’s Series C Convertible Preferred Stock, with a Stated Value of $1,200 per share.

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

● If<br> all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from<br> the issuance date thereof, the Company shall have the right to redeem the Series C Convertible<br> Preferred Stock upon three business days of written notice at a price equal to 115% of the<br> Stated Value together with any accrued but unpaid dividends.
● If<br> all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the<br> issuance date thereof, the Company shall have the right to redeem the Series C Convertible<br> Preferred Stock upon three business days of written notice at a price equal to 120% of the<br> Stated Value together with any accrued but unpaid dividends; and
--- ---
● The<br> Company shall pay a dividend of 8% per annum on the Series C Convertible Preferred Stock.<br> Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Series<br> C Convertible Preferred Stock. Dividends shall be deemed to accrue from the date of issuance<br> of the Series C Convertible Preferred Stock whether or not earned or declared and whether<br> or not there are profits, surplus, or other funds of the Company legally available for the<br> payment of dividends.
--- --- 
| F-14 |

| --- |

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

Each

share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202.

On

March 4, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to $700,000 of the Company’s Series C Convertible Preferred Stock in exchange for 700 shares of Series C Convertible Preferred Stock.

On

March 4, 2022, the Company issued to GHS the first tranche of 300 shares of Series C Convertible Preferred Stock, as well as commitment shares of 35 shares of Series C Convertible Preferred Stock and 941,599 warrant shares (the “GHS Warrant”). Warrant shares represent 75% of the number of shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock (the “GHS Warrant Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series C Convertible Preferred Stock and the GHS Warrant Shares.

GHS

delivered gross proceeds of $266,000 to the Company (excluded were legal fees and a transaction fee charged by Spartan Capital).

On

March 9, 2022, the Company entered a Securities Purchase Agreement with Proactive Capital Partners LP (“Proactive”), whereby Proactive agreed to purchase 160 shares of Series C Preferred Stock. .

The

Company agreed to issue Proactive commitment shares of 8 shares of Series C Convertible Preferred Stock and 472,205 warrant shares (the “Warrant”). Warrant shares represent 75% of the number of shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock (the “Warrant Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series C Convertible Preferred Stock and the Warrant Shares.

On

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

On

April 24, 2022, the Company issued the second tranche of 200 shares of Series C Convertible Preferred Stock and 562,149 warrant shares as per its Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), of March 4, 2022. GHS delivered gross proceeds of $184,000 to the Company (excluded were legal fees and a transaction fee charged by Spartan Capital).

On

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

On

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

On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for £434,060 ($550,468 USD at June 30, 2023). In order to enter into the new loan, GHS Investments, LLC agreed to waive a prohibition on borrowing over $200,000 found in our Certificate of Designation for the Series C Preferred Stock, in exchange for our company issuing 345,220 shares of common stock: 281,000 shares of common stock to GHS and 64,220 shares of common stock to Proactive. The resulting common shares were valued at $71,703, which was recorded as interest expense.

| F-15 |

| --- |

As

a result of the above transactions, the Company received total net proceeds of $789,000, of which $721,275 has been allocated to the warrants and Series C Preferred Stock based on the warrants’ fair market values on each contract date, with the residual loss of $28,043 allocated to day-one loss on warrant liability associated with the March 2022 issuances, and excess proceeds of $95,768 allocated to the Series C Preferred Stock associated with the April, May, and June 2022 issuances.

As

at June 30, 2023 and December 31, 2022, the Company had 903 shares of Series C Preferred Stock issued and outstanding.

CommonStock

The

Company has authorized 3,000,000,000 common shares with a par value of $0.01 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the six months ended June 30, 2023 and 2022, the Company issued common shares as follows:

During the six months ended June 30, 2022, the Company issued the following unregistered securities:

● 147,960<br> shares for Executive Board Chair services valued at $75,460.
● 67,079<br> shares for Investor Relations services valued at $22,980.
● 7,597,244<br> shares for Consultancy services valued at $1,979,082.
● 587,039<br> shares as commitment shares under the Equity Financing Agreement with GHS.
● 206,000<br> shares to White Lion Capital, LLC as a result of a Termination and Release Agreement.
● 903<br> shares of Series C Preferred Stock and 75% warrant coverage in connection with Securities<br> Purchase Agreements with GHS and Proactive

Six months ended June, 2023, the Company issued the following unregistered securities:

● 312,500<br> shares for Consultancy services valued at $50,000.
● 500,000<br> shares for Professional services valued at $65,000.
● 311,159<br> shares for dividend due of Series C Preferred Stock to December 31, 2022 and 31 March 2023,<br> valued at $43,805.
● 1,455,784<br> shares for Investor Relations services valued at $285,338.

As

at June 30, 2023 and December 31, 2022, the Company had 156,888,761 and 154,309,318 shares of common stock issued and outstanding, respectively.

Warrants

The Company identified conversion features embedded within warrants issued during the six months ended June 30, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments in redemption value and the number of shares issued upon exercise (see Note 9 - Warrant Liability).

A summary of activity during the six-month period ended June 30, 2023 follows:

SUMMARY OF WARRANTS ACTIVITY

Warrants<br> Outstanding Weighted<br> Average
Number of Weighted Average Remaining life
Warrants Exercise<br> Price (years)
Outstanding, December 31, 2022 2,538,101 $ 0.32 4.27
Granted - - -
Exercised - - -
Forfeited/canceled - - -
Outstanding, June 30, 2023 2,538,101 $ 0.32 3.77
Exercisable Warrants, June 30, 2023 2,538,101 $ 0.32 3.77 
| F-16 |

| --- |

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2023:

SUMMARY OF INFORMATION RELATING

TO OUTSTANDING AND EXERCISABLE WARRANTS

Warrants<br> Outstanding Warrants<br> Exercisable
Weighted Average Remaining
Number<br> of Warrants Contractual<br> life <br>(in years) Weighted Average<br><br> <br>Exercise Price Number of<br><br> <br>Shares Weighted Average<br><br> <br>Exercise Price
941,599 3.68 $ 0.34 941,599 $ 0.34
472,205 3.69 0.34 472,205 0.34
562,149 3.82 0.35 562,149 0.35
281,074 3.90 0.22 281,074 0.22
281,074 3.90 0.22 281,074 0.22
2,538,101 3.77 $ 0.32 2,538,101 $ 0.32

As at June 30, 2023, the intrinsic value of the warrants is $0, as the price of the Company’s stock was below the warrant exercise price.

2022Equity Incentive Plan

Restricted Stock Units

On

May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) and, unless earlier terminated, will continue until May 25, 2032. A total of 28,400,000 shares of common stock may be issued under the 2022 Equity Incentive Plan. The purpose of the 2022 Equity Incentive Plan is to foster and promote our long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2022 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in our company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of our business is largely dependent.

If the employee is terminated for cause, the employee will forfeit the Restricted Stock Units (“RSUs”) awarded to date.

During

the year ended December 31, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, a total of 8,400,000 RSUs to two Company executives pursuant to their employment agreements. (See Note 11 - Commitments and Contingencies) 4,200,000 shares of performance-based stock compensation were scheduled to vest on each of June 1, 2023 and June 1, 2024, respectively. The Company had elected to treat the award as a single award of 8,400,000 shares that vests ratably over the vesting period.

The

RSUs were valued at $2,259,600, based on the market price of the Company’s common stock on the respective grant dates of the agreements, which was $0.269 per share, and were to be recognized as compensation expense over their two-year vesting period on a straight-line basis. During the year ended December 31, 2022, the Company recorded stock-based compensation of $659,052 and had unrecognized stock compensation of $1,600,548 as of December 31, 2022.

On

January 31, 2023 (the “Termination Date”), the award of 8,400,000 RSUs was forfeited by the executives upon their termination of employment. Pursuant to ASC-718-10-30-12, no compensation cost is recognized for instruments that employees forfeit for no cash or other consideration because a service condition or a performance condition is not satisfied. Further, the value of instruments for which the requisite service is not rendered prior to the award being fully vested is not recognized as an expense, and any previously recognized costs are reversed upon forfeiture. As a result, the remaining unvested stock compensation of $1,600,548 was not recognized, and prior year recognition of $659,052 in compensation was reversed on the Termination Date.

| F-17 |

| --- |

Stock options

On April 1, 2023, the Company granted options for the purchase of our Common stock to certain employees and non-employees as consideration for services rendered. The terms of the stock option grants are determined by our Board of Directors consistent with our 2022 Equity Incentive Plan which the Board adopted May 22, 2022. Our stock option grant general policy is options vest 40% on Grant Date, which is 90 days after commencement of service (typically the hire date) and the remaining vest monthly over 2 years and have a maximum term of ten years. Two executives with long term service in excess of 2 years and nine months were 100% vested on Grant Date.

The Company determined our option 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 the Grant Date of the options. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model.

For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

SCHEDULE

OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES

Six Months Ended
June 30, 2023
Expected term 5.00<br> – 5.00 years
Expected average volatility 195<br> - 197%
Expected dividend yield 0 %
Risk-free interest rate 3.65<br> – 3.73%

The following summarizes the stock options activity for the six months ended June 30, 2023:

SUMMARY OF STOCK OPTION ACTIVITY

Options<br><br> <br>Outstanding Weighted-Average<br> Exercise Price
Balance as of December 31, 2022 - $ -
Grants 7,680,000 0.17
Exercised - -
Cancelled - -
Balance as of June 30, 2023 7,680,000 $ 0.17

The following summarizes certain information about stock options vested and expected to vest as of June 30, 2023:

SUMMARY OF STOCK OPTION VESTED

AND EXPECTED TO VEST

Options<br> Outstanding Options<br> Exercisable
Weighted Average Remaining
Number<br> of Options Contractual<br> life <br>(in years) Weighted Average<br><br> <br>Exercise Price Number of<br><br> <br>Shares Weighted Average<br><br> <br>Exercise Price
3,360,000 4.27 $ 0.08 3,360,000 $ 0.11
960,000 1.22 0.02 960,000 0.03
3,360,000 4.27 0.07 1,512,000 0.04
7,680,000 9.76 $ 0.17 5,832,000

As

of June 30, 2023 and December 2022, there was $298,840 and $0, respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements which we expect to recognize within the next 24 months.

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EquityFinancing Agreements

On February 1, 2022, Bubblr, Inc. entered into a Stock Purchase Agreement (the “SPA”) and Registration Rights Agreement with White Lion Capital LLC (“WLC”). Pursuant to the SPA, the Company had the right, but not the obligation, to cause WLC to purchase up to $10 million of our common stock during the period beginning on February 1, 2022, and ending on the earlier of (i) the date on which the WLC had purchased $10 million of our common stock pursuant to the SPA, or (ii) December 31, 2022.

In

consideration for entering into the SPA, on February 1, 2022 the Company issued 103,000 shares of common stock to WLC valued at $93,792.

On

March 22, 2022, the Company entered into a Termination and Release Agreement with WLC to extinguish the SPA and Registration Rights Agreement in exchange for the issuance of 103,000 shares of common stock. The stock was issued on March 22, 2022, and was valued at $51,500.

On March 4, 2022, the Company entered into an Equity Financing Agreement (the “EFA”) and Registration Rights Agreement with GHS Investments LLC (“GHS”). Under the terms of the EFA, GHS agreed to provide the Company with up to $15 million upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission.

The registration statement on Form S-1 was effective as of June 24, 2022. During the year ended December 31, 2022 and through June 30, 2023 and subsequently, GHS has provided $0 under the EFA.

In

consideration for entering the EFA, on March 4, 2022 the Company issued 587,039 shares of common stock to GHS valued at $234,522.

NOTE

11 - COMMITMENTS AND CONTINGENCIES

Premises

During the six months ended June 30, 2023 and 2022, the Company paid $0 and $4,264 for its rented premises in Dunfermline, Scotland. The 12-month lease was not renewed in March 2021, and they vacated the premises on July 14, 2022. The Company currently rents virtual office space on a month-by-month rolling contract at a monthly rate of $100. This lease is exempt from ASC 842 lease accounting due to its short term.

During

the six months ended June 30, 2023 and 2022, the Company paid $1,200 and $1,200 for use of premises in New York, New York. The 12-month agreement was signed in August 2021 for twelve months, after which it became a rolling monthly contract at a monthly rate of $200 and is exempt from ASC 842 lease accounting due to its short term.

On

March 25, 2022, the Company entered into a service agreement with PCG Advisory, Inc. The term was six months, commencing April 1, 2022. PCG Advisory, Inc. l received cash of $7,000, plus $7,000 stock compensation per month. The number of shares was to be determined based on the closing price on the last trading day of the previous month. The contract was terminated effective February 28, 2023.

Service Contracts

On

February 14, 2023, the Company entered into a service agreement with Beyond Media SEZC. The term is twelve months, commencing February 14, 2023. Beyond Media will receive cash of $7,000 per month and has received 1,000,000 stock compensation valued at $180,000.

On

February 23, 2023, the Company entered into a service agreement with Milestone Management Services, LLC. The term is six months, commencing February 23, 2023. Milestone Media Services, LLC received 325,000 stock compensation valued at $84,338.

On

May 1, 2023, the Company entered into a service agreement with Outside-the-Box. The term is six months commencing May 1, 2023. Outside-the-Box is entitled to 625,000 shares of common stock valued at $100,000 in consideration for entrance into the agreement. 312,500 shares of common stock were issued May 1, 2023, with the balance of 312,500 due August 1, 2023.

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On

June 15, 2023, the Company entered into a service agreement with Launchpad IR. The term is six months, commencing June 15, 2023. Launchpad IR will receive compensation of $3,000 per month.

On

June 23, 2023 the Company entered into a service agreement with Wise Law P.C. Wise Law P.C. received 500,000 stock compensation valued at $65,000.

Employment Agreements

David Chetwood

On

February 10, 2023 The Company entered into an employment agreement with Mr. Chetwood that provides we will compensate him with a yearly salary of $180,000, to be increased to $360,000 upon securing $5 million in debt or financing. We also agreed to compensate Mr. Chetwood with 102,040 restricted shares of our common stock upon the successful completion of his initial period of 90 days. He is also entitled to health and vacation benefits and two-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Chetwood agreed to a two-year non-solicit restrictive covenant.

On April 1, 2023 our board of directors approved amended and restated employment agreements in favor of Chief Financial Officer, David Chetwood.

The amended employment agreement with Mr. Chetwood provides that we will compensate him with a yearly salary of $450,000, with payments reduced to $180,000 per annum until securing $5 million in debt or financing. As per the employment agreement an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement We also agreed to grant Mr. Chetwood the option to purchase 3,600,000 shares of common stock, at $0.1625 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled to health and vacation benefits and, after 90 days of employment, six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Chetwood agreed to a two-year non-solicit restrictive covenant.

Stephen Morris

On April 1, 2023, our board of directors approved amended and restated employment agreements in favor of our Chief Technical Officer, Stephen Morris.

The

amended employment agreement with Mr. Morris provides that we will compensate him with a yearly salary of $450,000, with payments reduced to $180,000 per annum until securing $5 million in debt or financing. As per the employment agreement an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share, fully vested. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Morris agreed to a two-year non-solicit restrictive covenant.

Timothy Burks

On April 1, 2023, our board of directors approved an employment agreement and stock option grant in favor of our Chief Executive Officer, Mr. Burks. The employment agreement with Mr. Burks provides that we will compensate him with a yearly salary of $600,000, with payment reduced to $240,000 per annum upon securing $5 million in debt or financing. As per the employment agreement an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Burks the option to purchase 4,800,000 shares of common stock, at $0.1353 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled to health and vacation benefits and, after 90 days of employment, six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Burks agreed to a two-year non-solicit restrictive covenant.

Paul Morrissey

On April 6, 2023, our board of directors approved a Non-Executive Board Agreement and Stock Option Grant in favor of Mr. Morrissey. The agreement with Mr. Morrissey provides that we will compensate him with a yearly fee of $300,000, paid monthly but reduced to $120,000 until securing $5 million in debt or financing. As per the non-executive board agreement, an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Morrissey the option to purchase 1,920,000 shares of common stock, at $0.1353 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled to six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Morrissey agreed to a two-year non-solicit restrictive covenant.

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Steven Saunders & Rik Willard

On May 31, 2022, our board of directors approved amended and restated employment agreements in favor of our then-Chief Executive Officer, Rik Willard, and our then-Chief Commercial Officer, Steven Saunders.

The

employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation, the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022, Equity Incentive Plan with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He was also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two-year non-solicit restrictive covenant. The agreement will automatically be renewed for a further year on May 31, 2023.

The

employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation, the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022, Equity Incentive Plan with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He was also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two-year non-solicit restrictive covenant.

On January 31, 2023, Steven Saunders and Rik Willard entered into a separation agreement with the Company regarding the terms and conditions of their departures from the Company.

Pursuant to the provisions of the Separation Agreement with Mr. Saunders and in consideration for a complete release of claims, we agreed as follows:

● As<br> of the date of the Separation Agreement, Mr. Saunders is no longer an officer or director<br> of our company, and all prior agreements with Mr. Saunders, including his employment agreement,<br> are terminated in their entirety.
● We<br> agreed to pay a lump sum of $24,000 by February 20, 2023
● We<br> agreed to pay $73,500 in installments monthly over a period of six months; and
● Final<br> payment of $18,000 due by August 31, 2023.

Mr.

Saunders forfeited 3,000,000 non-vested Restricted Stock Units awarded on May 31, 2022, under the 2022 Equity Incentive Plan.

Pursuant to the provisions of the Separation Agreement with Mr. Willard and in consideration for a complete release of claims, we agreed as follows:

● As<br> of the date of the Separation Agreement, Mr. Willard is no longer an officer or director<br> of our company, and all prior agreements with Mr. Willard, including his employment agreement,<br> are terminated in their entirety.
● We<br> agreed to pay a lump sum of $12,801 by February 20, 2023
● We<br> agreed to pay $75,806 in installments monthly over a period of six months from February 28,<br> 2023 and continuing until July 31, 2023
● We<br> agreed to pay $4,806 in installments monthly over a period of six months from August 31,<br> 2023 and continuing until January 31, 2024
● The<br> final payment of $18,000 is due by September 30, 2024; and
● Our<br> shareholder, Stephen Morris, has transferred to Mr. Willard 1,750,000 shares of his common<br> stock.

Mr.

Willard forfeited 5,400,000 non-vested Restricted Stock Units awarded on May 31, 2022, under the 2022 Equity Incentive Plan.

NOTE

12 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements and noted the following events requiring disclosure:

On

August 1, 2023, the Company issued the balance of 312,500 shares of common stock as per the service agreement with Outside-the-Box (Note 11).

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-LookingStatements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, pandemics, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

BusinessOverview

Bubblr Inc. (DBA: “Ethical Web AI”) (the “Company”) is a revolutionary technology company that aims to redefine Internet search. With its focus on anonymity, fairness, and ethical principles, Bubblr Inc. presents a unique approach to the future of the Internet. The Company boasts two groundbreaking products: an Open-Source platform for building community super apps and an anonymous consumer app as an alternative to Chat GPT. Ethical Web AI is a company founded on the principles of digital disruption, innovation, and the emerging importance of ethical Internet applications. We call this emergent global movement the “Ethical Web.”

Ethical Web AI is more than just a technology company; it represents a paradigm shift in the online landscape. The Company’s vision is rooted in the belief that the future of the Internet lies in anonymity and fairness. By fixing search, Ethical Web AI aims to address broader issues in the online world while ensuring consumer anonymity. This approach enables small businesses to compete effectively, driving revenue for local communities.

Bubblr’sMission

Ethical Web AI is on a mission to transform how users interact with the Internet, offering innovative solutions that prioritize consumer privacy and enhance the user experience.

Products

Ethical Web AI’s product portfolio consists of two innovative offerings.

1. AI Seek Apps: Empowering Anonymity and Enhanced User Experience

The AI Seek app is an enhanced version of Chat GPT, offering anonymous access to the technology without any registration requirements. The app provides a significantly improved user experience over traditional Chat GPT services, making it an attractive option for consumers seeking a more private and seamless search experience. AI Seek ensures that the app remains advertisement-free, providing a refreshing alternative to traditional search engines that rely heavily on advertising and consumer data.

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2. Open-Source SaaS Platform for Goods and Services: Empowering Business and Community

Ethical Web AI’s Open-Source SaaS platform for Goods and Services is a game-changer for businesses and consumers alike. The platform will exclusively work in apps (mobile or desktop), providing an anonymous search mechanism for consumers even when interacting with suppliers.

At the heart of the platform’s efficiency is the use of Zero Party Data, derived from suppliers registered through licensees. This data is continually updated in real-time, ensuring highly accurate and up-to-date information, unlike traditional search engines that rely on less reliable web-crawled data.

The platform’s unique subscription model will enable merchants to be listed on the platform, generating recurring revenue for Ethical Web AI.

Patents

Internet-Based Search Mechanism for Goods and Services

We have created a new Internet-Based Search Mechanism, which has been granted a patent in South Africa (2016/06947), New Zealand (725014), the United States of America (‘Utility Patent No. U.S. 10977387, Canada (2962520), and Australia (2015248619), and we have patents pending on the same processes in the European Union (15723990.6) and the United Kingdom (PCT/GB2015/051130).

This utility patent grants Ethical Web AI the advantage of asynchronous search and client anonymity, making its apps uniquely secure and user-friendly. The patent’s title, “Internet Search Mechanism for Goods and Services that Only Works in Apps,” reflects the Company’s commitment to providing app-exclusive services that enhance user privacy and security.

2. Contextual Enveloping of Dynamic Hypertext Links

US Patent Application No 17/980298: Contextual Enveloping of Dynamic Hypertext Links is a sister patent to our approved Internet-Based Search Mechanism patent that will define an alternative mobile search system purely for information rather than goods and service. This utility patent represents a significant advancement in the user experience, enhancing access to Chat GPT through Ethical Web AI’s AI Seek app. The patent enables anonymous access to Chat GPT, delivering results in web pages that can be shared across various platforms.

Competition

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

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

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

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

Resultsof Operation

Revenues

We did not achieve revenues from our current operations in 2022 or so for 2023. We will achieve revenues when we market, support, and deliver our products and service offerings to the market.

OperatingExpenses

Three<br> Months Ended June 30, 2023 Six<br> Months Ended June 30, 2023
2023 2022 Change 2023 2022 Change
General and administrative $ 1,178,987 $ 188,856 $ 990,131 524 % $ 1,195,276 $ 340,919 $ 854,357 251 %
Professional fees 390,304 2,095,727 (1,705,423 ) (81 ) 164,734 2,288,556 (2,123,822 ) (93 )
Sales and marketing 105,553 44,595 60,958 137 418,016 82,188 335,828 409
Amortization and depreciation 62,882 100,859 (37,977 ) (38 ) 122,509 208,454 (85,945 ) (41 )
Research and development 52,119 52,694 (575 ) (1 ) 91,271 113,955 (22,684 ) (20 )
Total operating expenses $ 1,789,845 $ 2,482,731 $ (692,886 ) (28 )% $ 1,991,806 $ 3,034,072 $ (1,042,266 ) (34 )%

Generaland administrative

General and administrative expenses consist mainly of compensation and costs associated with non-specific costs of running the business. These include, but are not limited to, the office costs, computer software, and telecoms.

The increase in general and administrative costs of $990,131 was primarily due to accrued compensation, director fees for new executives, and stock options awarded in the three months ended June 30, 2023, offset by the forfeiture of restricted stock units resulting in a reversal of prior year expense in the three months ended March 31, 2023.

Professionalfees

Professional fees consist of costs in relation to legal, accounting, and consultants.

The decrease in professional fees of $1,705,423 is primarily due to issuing shares of common stock valued at $1,993,081 in 2022 for consulting services.

Salesand Marketing

Sales and marketing costs are costs incurred specifically in relation to fees and expenses for investor relations, advertising, marketing, press releases, and public relations.

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

Amortizationand depreciation

A significant portion of the amortization and depreciation costs are from the amortization of patents and intellectual property. Most of the patents and intellectual property are held in the UK subsidiary, Bubblr Ltd.

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

Researchand Development

Costs incurred in relation to the development of the Company’s platform include costs associated with development staff and specialist software for product development and deployments.

OtherIncome (Expense), Net

Three<br> Months Ended June 30, 2023 Six<br> Months Ended June 30, 2023
2023 2022 Change 2023 2022 Change
Interest income $ 15 $ 402 $ (387 ) (96 )% $ 113 $ 854 $ (741 ) (87 )%
Interest expense (617 ) (30,420 ) 29,803 (98 ) (1,746 ) (445,264 ) 443,518 (100 )
Gain/(loss) on change in fair value of warrant<br> derivative liability 69,988 275,178 (205,190 ) (75 ) (2,531 ) 251,287 (253,818 ) (101 )
Foreign currency transaction<br> gain/(loss) 17,242 (121,307 ) 138,549 (114 ) 38,417 (162,014 ) 200,431 (124 )
$ 86,628 $ 123,853 $ (37,225 ) (30 )% $ 34,253 $ (355,137 ) $ 389,390 (110 )%

InterestIncome

The Company earns interest income from its cash reserves and advances receivable. The decrease of interest is due to the loss of interest from the Company’s advances receivables, which were repaid in 2022.

InterestExpense

Interest expense consists of interest on borrowings, a Company vehicle, convertible notes, and related party loans.

Gainon change in fair value of warrant derivative liability.

The fair value market price of the common stock decreased from $0.17 to $0.14 and $0.42 to $0.24 in the three months ending June 30, 2023 and 2022, respectively. If the warrants were exercised at their respective exercise prices determined at issue, the Company would realize a gain of $69,988 and $275,178 in the three months ending June 30, 2023 and 2022, respectively.

The fair value market price of the common stock increased from $0.12 to $0.14 and decreased from $0.34 to $0.24 in the six months ending June 30, 2023 and 2022, respectively. If the warrants were exercised at their respective exercise prices determined at issue, the Company would realize a loss of $2,531 and a gain of $251,287 in the six months ending June 30, 2023 and 2022, respectively.

Foreigncurrency translation gain (loss)

The gains and losses on foreign currency translation are due to the fluctuations in the U.S. dollar and British Pound Sterling exchange rates.

NetLoss after income tax

The net loss after income tax was $1,703,217 and $2,358,878 for the three months ended June 30, 2023 and 2022, respectively.

The net loss after income tax was $1,957,553 and $3,389,209 for the six months ended June 30, 2023 and 2022, respectively.

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Liquidityand Capital Resources

The following table provides selected financial data about our Company on June 30, 2023 and December 31, 2022.

June<br> 30, 2023 December<br> 31, 2022 Change
Current Assets $ 13,248 $ 42,417 $ (29,169 ) (69 )%
Current Liabilities 1,794,815 595,856 1,198,959 201
Working Capital Deficit $ (1,781,567 ) $ (553,439 ) $ (1,228,128 ) 222 %

CurrentAssets

Current assets consist of cash and advances receivable.

The decrease in current assets of $29,169 was primarily due to a decrease in cash of $27,026.

CurrentLiabilities

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

The increase in current liabilities of $1,198,959 was primarily due to increases of $52,431 in accounts payable, $68,750 in accrued director fees, $505,474 in accrued wages and salaries, $154,185 for a settlement agreement with former executives, and $361,674 in additional related-party loans.

WorkingCapital Deficit

The working capital deficit increased by $1,228,128.

Liquidity

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

As no 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 be successful in locating suitable financing transactions in the period required or at all, and we may not obtain the capital we require by other means. Unless we can attract additional investment, our operating as a going concern is in doubt.

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

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

CashFlow

Six<br> Months Ended June 30,
2023 2022 Change %
Cash used in Operating activities $ (283,587 ) $ (882,052 ) $ 598,465 (68 )%
Cash used in Investing Activities (12,839 ) (19,228 ) 6,389 (33 )
Cash provided by Financing Activities 301,811 716,063 (414,252 ) (58 )
Cash on Hand $ 5,507 $ 55,932 $ (50,425 ) (90 )%

OperatingActivities

The decrease in net cash used in operating activities of $598,465 was primarily due to the award of restricted stock units awarded in 2022 and forfeited in 2023.

InvestingActivities

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

FinancingActivities

The reduction in net cash provided by financing activities of $414,252 was primarily due to $789,000 received in 2022 from the issuance of Series C Preferred Stock, offset by an increase of proceeds of $364,976 from related party loans in 2023 from 2022.

Cashon Hand

The reduction of cash on hand was $50,425.

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

CriticalAccounting 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.

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

● Foreign<br> Currency Translations
● Intangible<br> Assets
● Long-lived<br> Assets
● Income<br> Taxes
● Stock-based<br> Compensation
● Common<br> Stock Purchase Warrants and Derivative Financial Instruments
● Convertible<br> Financial Instruments
● Fair<br> Value of Financial Instruments

ForeignCurrency Translations

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

IntangibleAssets

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

Long-LivedAssets

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 a comparison of the undiscounted future cash flows to the recorded value of the asset. The asset is written down to its estimated fair value if an impairment is indicated.

IncomeTaxes

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 that is believed more likely than not to be realized.

ConvertibleFinancial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. 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 to be conventional, as that term is described under applicable U.S. GAAP.

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FairValue of Financial Instruments

The Company accounts for financial instruments in accordance with 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-BasedCompensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718 Compensation - Stock Compensation which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expenses in the financial statements based on the 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 to be unissued until vested. Stock Option compensation is recognized as an expense over the vesting period. Awards forfeited due to unfulfillment of obligations, such as termination of employment prior to the award being 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.

CommonStock Purchase Warrants and Derivative Financial Instruments

Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) 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.

RecentAccounting 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 quarters ended June 30, 2023, and 2022 included herein.

Off-BalanceSheet Arrangements

As of June 30, 2023, there were no off-balance sheet arrangements.

Item3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. However, our chief executive officer and our chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act) as of the end of the period being reported by this Form 10-Q and have concluded that we have material weaknesses and significant deficiencies in our internal control over financial reporting as described below. Accordingly, our disclosure controls and procedures were not effective or sufficient to accomplish their objectives at the reasonable assurance level as of June 30, 2023.

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Management’sReport of Internal Control over Financial Reporting

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

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

Based on our evaluation under the criteria set forth in the 2013 Internal Control-Integrated Framework, our management concluded that as of June 30, 2023, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:

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

RemediationPlan 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 to do so, and we appointed a full-time chief financial officer in February 2023. We will appoint outside directors and establish an audit committee in 2023 or 2024. Due to the nature of these material weaknesses, misstatements that could be material to the annual or interim consolidated financial statements could occur that would not be prevented or detected during our financial close and reporting process.

Our Company plans to take steps 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 not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2023: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management, and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changesin Internal Control over Financial Reporting

In the three months ended June 30, 2023, 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.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings

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

Item1A: Risk Factors

See risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 29, 2023.

Item2. 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 six months ended June 30, 2023, the Company issued the following unregistered securities:

● 311,159<br> shares for dividend due of Series C Preferred Stock valued at $43,805.
● 2,268,284<br> shares for consulting services valued at $400,338.

On August 1, 2023, the Company issued the balance of 312,500 shares of common stock as per the service agreement with Outside-the-Box (See Note 11 to our financial statements).

These securities were issued pursuant to Section 4.(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view toward distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item3. Defaults upon Senior Securities

None

Item4. Mine Safety Disclosures

None

Item5. Other Information

None

Item6. Exhibits

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 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
101** The<br> following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Extensible<br> Business Reporting Language (XBRL).
**Provided<br> herewith 
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SIGNATURES

Pursuant to the requirements 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: August<br> 14, 2023
By: /s/ Timothy Burks
Timothy<br> Burks
Title: Chief<br> Executive Officer (principal executive officer)
By: /s/ David Chetwood
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David<br> Chetwood
Title: Chief<br> Financial Officer (principal financial officer and principal accounting officer) 
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Exhibit31.1

CERTIFICATIONS

I, Timothy Burks, certify that;

1. I<br> have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Bubblr, Inc. (the “registrant”);
2. Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3. Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4. The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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b. Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c. Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d. Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
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a. All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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b. Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
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Date:<br> August 14, 2023
---
/s/ Timothy Burks
By:<br> Timothy Burks
Title:<br> Chief Executive Officer (principal executive officer)

Exhibit 31.2

CERTIFICATIONS

I, David Chetwood, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Bubblr, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2023
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/s/ David Chetwood
By: David Chetwood
Title: Chief Financial Officer (principal financial officer and principal accounting officer)

Exhibit 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

In connection with the Quarterly Report of Bubblr, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, filed with the Securities and Exchange Commission (the “Report”), I, Timothy Burks, Chief Executive Office, and I, David Chetwood, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.
By: /s/ Timothy Burks
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Name: Timothy Burks
Title: Chief Executive Officer (principal executive officer)
Date: August 14, 2023
By: /s/ David Chetwood
Name: David Chetwood
Title: Chief Financial Officer (principal financial officer and principal accounting officer)
Date: August 14, 2023

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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