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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 or

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

 Commission
File Number: 333-260902

 Inc.

 (Exact
 name of registrant as specified in its charter)

 Wyoming

 86-2355916

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 West 46th Street

 New
 York, New York

 10036

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (646) 814-7184

 (Registrant's
 telephone number, including area code)

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

 Title
 of Each Class

 Trading
 Symbol

 Name
 of each Exchange on which registered

 N/A

 N/A

 N/A

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated
 filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2023, the last
business day of the registrant's last completed second quarter, based upon the closing price of the common stock of $0.14 on such
date is $ 14,426,210.

 As
of March 19, 2024, there were 159,690,447 shares of the issuer's common stock, par value $0.01, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Page

 PART
 I

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved]

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibit and Financial Statement Schedules

 Item

 Form 10-K Summary

 CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS

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

 our
 strategies, prospects, plans, expectations, forecasts or objectives;

 our
 ability to achieve marketable products and the costs and timing thereof;

 acceptance
 of our products by our target market and our ability to compete in such market;

 our
 ability to raise additional financing when needed and the terms and timing thereof;

 our
 ability to expand, protect and maintain our intellectual property rights;

 our
 future operations, financial position, revenues, costs, expenses, uses of cash, capital requirements, our need for additional financing
 or the period for which our existing cash resources will be sufficient to meet our operating requirements;

 our
 analysis of the target market for our platform;

 the
 impact of COVID-19 and/or other future pandemics and other adverse public health developments on our operations and our industry;

 regulatory
 developments in the United States and other countries;

 our
 compliance with all applicable laws, rules and regulations, including those of the Securities and Exchange Commission, or SEC;

 our
 ability to compete in the United States and internationally with larger and more substantial companies;

 general
 economic, business, political and social conditions;

 our
 reliance on and our ability to retain (and if necessary, timely recruit and replace) our officers, directors and key employees and
 their ability to timely and competently perform;

 our
 ability to generate significant revenues and achieve profitability;

 our
 ability to manage the growth of our business;

 our
 commercialization of our platform and marketing capabilities and strategies;

 our
 ability to expand, protect and maintain our intellectual property position;

 the
 success of competing third-party platforms;

 our
 ability to fully remediate our identified internal control material weaknesses;

 our
 ability to comply with regulatory requirements relating to our business, and the costs of compliance with those requirements;

 the
 specific risk factors discussed under the heading "Risk Factors" set forth in this Annual Report; and

 various
 other matters, many of which are beyond our control.

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

 PART
I

 ITEM
1. BUSINESS.

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

 Overview

Inc., d/b/a Ethical Web. AI is an artificial intelligence or AI company that has patent protected intellectual properties. We compete
with a number of large companies who include AI in their suite of product offerings – companies such as Amazon, AI Brain, C3.ai,
Data Robot, Inc., Google, IBM, Open AI and Anthropic. All of those companies have far greater financial resources and more populated
human assets in the development of AI technology, training data and algorithms than our Company has.

 The
AI industry also has numerous smaller companies that compete in the AI space without owning any protected intellectual property and that
rely heavily, if not totally, on access or linkage to third party search engines and AI.

 Here is a simple explanation of Generative AI

 Generative
artificial intelligence (AI) is a branch of computer science focused on creating programs that can generate new, original content. This
technology harnesses the power of AI to produce outputs that a human might otherwise create, ranging from written text to complex code
and from stunning images to original music compositions. At its core, generative AI works by synthesizing new forms from familiar elements,
drawing from a vast array of data on which it has been trained.

 For
the uninitiated, it might help to think of generative AI as a sophisticated assistant capable of crafting entirely new creations based
on a set of learned patterns and examples. For instance, you could ask this AI to draft an essay, compose a piece of music, or even generate
a computer program. It's not just rehashing what it's seen before; it's creating something new from the pieces it knows.

 The
concept of generative AI isn't novel—it's been around for some time. Consider Google Translate, which has been translating
text since 2006, and Siri, Apple's voice assistant introduced in 2011. These are early examples of generative AI in action, responding
to human queries with generated language that seeks to be as close as possible to natural human speech or text. As these technologies
have evolved, they have become more integrated into our daily lives, often functioning in the background and smoothing out our interactions
with the digital world.

 Recent
advancements have been groundbreaking. OpenAI's GPT-4, released in 2023, claimed capabilities surpassing the performance of most
humans in standardized tests like the LSAT. This is a testament to how far AI has come in understanding and generating human-like text.
GPT-4 can write essays, debug code, create summaries, and even compose music, demonstrating a breadth of capabilities that were once
thought to be solely within the realm of human expertise.

 The
process that allows generative AI to perform these feats is called language modelling. This process involves the AI examining a sequence
of words (the context) and predicting what comes next. This isn't done through a simple count of word frequencies, but through the
use of neural networks—complex mathematical models that can learn patterns in data. By training on a massive corpus of text data
from diverse sources like Wikipedia, books, and websites, these neural networks learn to anticipate the next word in a sequence with
a high degree of accuracy.

 Training
a generative AI model involves a careful and resource-intensive process. The AI is fed large amounts of text, and during training,
it tries to predict parts of the text that are intentionally omitted. This training is iterative and can take months or even years
as the model constantly refines its predictions to more closely match reality. Once trained, the model has
parameters—essentially, learned weights and biases that guide its predictions. These parameters are fine-tuned through
additional training to specialize the AI for particular tasks, a process known as fine-tuning.

 Despite
the impressive capabilities of generative AI, there are significant considerations and challenges. The technology's rapid development
has sparked discussions about its energy usage, potential to displace jobs, and ability to perpetuate or even create biases and misinformation.
For example, the training of large models like GPT-4 requires substantial computational resources, which translates to significant energy
consumption and associated carbon emissions. Moreover, as generative AI continues to excel at tasks traditionally performed by humans,
there's concern over job displacement, particularly in fields like customer service, content creation, and programming.

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

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

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

 Our
Current Business

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

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

 1.

 Community-Centric
 Super App Platform: Our innovative SaaS open-source platform empowers communities to conceive and customize their local 'super
 apps.' Our platform's distinguishing architecture is a testament to our commitment to consumer privacy and local economic
 enrichment. These super apps, beyond safeguarding user anonymity, emerge as cost-effective marketing conduits for local businesses
 and as crucial revenue engines for communities. This expansive platform, nearing its full operational capacity, anticipates its commercial
 launch shortly, with substantial revenue contributions forecasted for 2024.

 2.

 AI
 Seek: AI Seek is our transformative generative AI application that surpasses the capabilities of existing technologies such as
 Chat GPT-4. AI Seek champions user anonymity and affordability, being 25% more cost-efficient. Initially introduced to the consumer
 market, our strategic roadmap encompasses licensing this technology to academic institutions. This initiative not only diversifies
 universities' revenue streams, but also arms them with sophisticated tools to authenticate student submissions by detecting
 AI-generated content, thereby safeguarding academic integrity.

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

 Mission

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

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

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

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

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

 The
AI Seek App

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

 Technological
Edge and Consumer Anonymity

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

 Contemporaneous
Data Integration

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

 Dynamically
generated hypertext links

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

 Commercial
Strategy and University Collaboration

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

 Revenue
Generation and User Feedback

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

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

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

 Ethical
Web AI Licensed Open Source Platform

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

 Innovation
Valuation and Global Recognition

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

 Technological
Advancement and Open Source Capabilities

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

 Revolutionizing
Commercial Interactions

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

 Anonymity,
User Control, and the Future of Search

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

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

 Community
Impact and Invitation to Explore

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

 Conclusion

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

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

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

 We
have also recently filed another patent with the U.S. Patent Office (application number 18/376,101), which currently has a generic title
of "computer-implemented method and system." Again, this is a utility patent that resolves a very significant issue with
existing foundation AI LLM, such as Chat GPT and Claude 2, whereby they are unable to provide information that needs contemporaneous
data. This is because the established AI LLMs have a training data database that is limited to some point in the past. For example, Chat
GPT's training data only goes up to September 2021. Claude 2 will be updating their training data to January 2023. This utility
patent uses an internally trained AI LLM that identifies those search prompts that require contemporaneous data (for example, stock prices
and sports data) and augments the prompt with the necessary contemporaneous data to radically improve AI LLM's output to include
references to the necessary contemporaneous data. The technical manifestation of this patent is delivered in version 4 and beyond of
our AI Seek consumer app.

 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's a complex and opaque ecosystem that
tracks, profiles, discriminates (both personal and business) and manipulates for profit. It's a multi-billion-dollar industry that
is now facing litigation, investigations, and new regulations to curb its practices.

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

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

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

 Government
Regulation

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

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

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

 Employees

 As
of March 19, 2024, we have 5 full-time employees. Our employees are not represented by any labor union.

 Legal
Proceedings

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

 Smaller
Reporting Company

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

 Implications
of Being an Emerging Growth Company

 We
are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 or "JOBS Act."

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

 1.

 being
 permitted to present only two years of audited financial statements and only two years of related "Management's Discussion
 and Analysis of Financial Condition and Results of Operations" in this Annual Report;

 2.

 not
 being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;

 3.

 being
 able to take advantage of the reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements
 and registration statements; and

 4.

 being
 exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
 parachute payments not previously approved.

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

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

 Compliance
after Termination of Emerging Growth Company Status

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

 Available
Information

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

 ITEM
1A – RISK FACTORS.

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

 Risk
Related to Covid 19

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

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

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

 Risk
Factors Related to the Financial Condition of the Company

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

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

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

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

 Risk
Factors Related to Business of the Company

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

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

 General
 economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where
 we sell our services and conduct operations;

 The
 budgetary constraints of our customers;

 The
 success of our strategic growth initiatives;

 Costs
 associated with the launching or integration of new or acquired businesses;

 Timing
 of new product introductions by us, our partners and our competitors; product and service mix, availability, utilization and pricing;

 The
 mix, by state and country, of our revenues, personnel and assets;

 Movements
 in interest rates or tax rates;

 Protection
 of or intellectual property assets;

 Changes
 in the regulations applicable to us; and

 Litigation
 matters.

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

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

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

 The
 cost, performance and appearance of our mobile application offered by our competitors;

 Public
 perceptions regarding our mobile application and the effectiveness and value of it;

 Customer
 satisfaction with our mobile application; and

 Marketing
 efforts and publicity regarding the needs for application and the public demand for it.

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

 If
we are unable to gauge trends and react to changing partners preferences in a timely manner, our sales will decrease, and our business
may fail.

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

 If
we are unable to successfully manage growth, our operations could be adversely affected.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Developing
and implementing new and updated applications, features and services for our portals may be more difficult than expected, may take longer
and cost more than expected and may not result in sufficient increases in revenue to justify the costs.

 Attracting
and retaining partner developers and users of our open-source platform requires us to continue to improve the technology underlying those
portals and to continue to develop new and updated applications, features and services. If we are unable to do so on a timely basis or
if we are unable to implement new applications, features and services without disruption to our existing ones, we may lose potential
users and clients. The costs of development of these enhancements may negatively impact our ability to achieve profitability.

 We
rely on a combination of internal development, strategic relationships, licensing and acquisitions to develop our open-source platform,
portals and related applications, features and services. Our development and/or implementation of new technologies, applications, features
and services may cost more than expected, may take longer than originally expected, may require more testing than originally anticipated
and may require the acquisition of additional personnel and other resources. There can be no assurance that the revenue opportunities
from any new or updated technologies, applications, features or services will justify the amounts spent.

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

 We
seek patent protection for those inventions and technologies for which we believe such protection is suitable and is likely to provide
a competitive advantage to us. A Patent on our Internet-Search Mechanism ("IBSM") has been granted in the United States,
Canada, Australia, New Zealand and South Africa. The patent is currently pending in the European Union and United Kingdom. Because patent
applications in the United States are maintained in secrecy until either the patent application is published or a patent is issued, we
may not be aware of third-party patents, patent applications and other intellectual property relevant to our products that may block
our use of our intellectual property or may be used in third-party products that compete with our products and processes. In the event
a competitor or other party successfully challenges our products, processes, patents or licenses or claims that we have infringed upon
their intellectual property, we could incur substantial litigation costs defending against such claims, be required to pay royalties,
license fees or other damages or be barred from using the intellectual property at issue, any of which could have a material adverse
effect on our business, operating results and financial condition.

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

 Our
business will suffer if our network systems, or open-source platform fails or become unavailable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Risks
Related with Management and Control Persons

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

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

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

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

 Our
officers and directors have limited experience managing a public company.

 Our
officers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run
our public company successfully. Our executive's officer's and director's lack of experience of managing a public company
could cause you to lose some or all of your investment.

 Risks
Related to the Market for our Stock

 We
will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.

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

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

 We
have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote
of our stockholders that would dilute stockholders' percentage ownership of our company.

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

 The
shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required.
If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate
to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions
on liquidation.

 The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control.

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

 Technological
 innovations or new products and services by us or our competitors;

 Government
 regulation of our products and services;

 The
 establishment of partnerships with other ethical web companies;

 property disputes;

 or departures of key personnel;

 Sales
 of our common stock;

 Our
 ability to integrate operations, technology, products and services;

 Our
 ability to execute our business plan;

 Operating
 results below or exceeding expectations

 Whether
 we achieve profits or not;

 Loss
 or addition of any strategic relationship;

 Industry
 developments;

 Economic
 and other external factors; and

 Period-to-period
 fluctuations in our financial results.

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

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

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

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

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

 General
Risks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Foreign
currency exchange rates may adversely affect our financial results.

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

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

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

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
2. PROPERTIES.

 We
own no property.

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

 ITEM
3. LEGAL PROCEEDINGS.

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

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

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

 Market
Information

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

 Fiscal
 2023

 High

 Low

 First

 $
 0.400

 $
 0.120

 Second
 Quarter (1)

 $
 0.198

 $
 0.095

 Third

 $
 0.150

 $
 0.033

 Fourth
 Quarter (1)

 $
 0.113

 $
 0.030

 Fiscal
 2022

 High

 Low

 First

 $
 1.820

 $
 0.300

 Second

 $
 0.420

 $
 0.180

 Third

 $
 0.295

 $
 0.160

 Fourth
 Quarter (1)

 $
 0.270

 $
 0.101

 (1)

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

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

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

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

 Holders

 As
of March 19, 2024, we had 159,690,447 shares of our common stock outstanding, and there were approximately 2,400 stockholders of record
of our common stock. There were 903 shares of preferred stock outstanding as of the same date, and two shareholders held the shares.

Stock

 Our
authorized common stock consists of 3,000,000,000 shares of common stock with a par value of $0.01 per share. As of March 19, 2024, 159,690,447
shares of our common stock were issued and outstanding.

Stock

 Our
authorized preferred stock consists of 25,000,000 shares of preferred stock with a par value of $0.001 per share. As of March 19, 2024,
903 shares of our preferred stock were issued and outstanding.

 Special
2019 Series A Preferred Stock

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

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

C Convertible Preferred Stock

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

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

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

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

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

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

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

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

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

 There
are also Purchase Rights and Most Favored Nation Provisions.

 As
of March 19, 2024, there were 903 outstanding shares of Series C Convertible Preferred Stock outstanding.

 Options
and Warrants

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

 On
March 9, 2022, we issued warrants to purchase 472,923 shares of common stock at an exercise price of $0.3404 per share.

 On
April 25, 2022, we issued warrants to purchase 562,149 shares of common stock at an exercise price of $0.3505 per share.

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

 On
June 25, 2022, we issued warrants to purchase 281,074 shares of common stock at an exercise price of $0.2236 per share.

 A
summary of activity during the year ended December 31, 2023, is as follows:

 Warrants Outstanding

 Remaining life

 (years)

 Outstanding, December 31, 2021

 -

 $
 -

 -

 0.32

 4.27

 -

 -

 -

 Forfeited/canceled

 -

 -

 -

 Outstanding, December 31, 2022

 $
 0.32

 4.27

 -

 -

 -

 -

 -

 -

 Forfeited/canceled

 -

 -

 -

 Outstanding, December 31, 2023

 0.32

 3.27

 Exercisable, December 31, 2023

 $
 0.32

 3.27

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

 Warrants Outstanding

 Warrants Exercisable

 Remaining

 Contractual life

 (in years)

 941,599

 3.18

 0.34

 941,599

 0.34

 472,205

 3.19

 0.34

 472,205

 0.34

 562,149

 3.32

 0.35

 562,149

 0.35

 3.40

 0.22

 0.22

 3.48

 0.22

 0.22

 3.27

 0.32

 5,538,101

 0.32

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

 Debt
Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Dividends

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

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

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

Compensation Plans

 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 2022 Equity Incentive Plan aims 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 mainly dependent.

 If
the participant is terminated, the participant will forfeit non-vested Restricted Stock Units awarded to date.

the year ended December 31, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, a total of 8,400,000 shares of common
stock to two Company executives as restricted stock units pursuant to their employment agreements. On January 31, 2023, the executives
forfeited the award of 8,400,000 shares of common stock upon termination.

 The
shares were valued at $2,259,600, based on the market price of the common stock on the respective dates of the agreements, which was
$0.269 per share and amortized 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 unamortized deferred stock compensation of $1,600,548 as of December
31, 2022.

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

 Recent
Sales of Unregistered Securities

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

 On
February 2, 2022, we issued 103,000 shares of common stock to White Lion Capital LLC for an equity incentive.

 On
February 23, 2022, we issued 147,960 shares of common stock for Services.

 On
March 4, 2022, we issued 587,039 shares of common stock for an Equity incentive to GHS Investments, LLC.

 On
March 17, 2022, we issued 19,250 shares of common stock for investor relations services, as per the contract signed on July 1, 2021.

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

 In
March 2022, we issued 503 Series C Convertible Preferred Stock shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 ITEM
6. [RESERVED].

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

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

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

 Revenues

 Year Ended December 31,

 2023

 2022

 Sales

 $
 2,620

 $
 -

 $
 2,620

 %

 Total revenue

 $
 2,620

 $
 -

 $
 2,620

 %

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

 Operating
Expenses

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

 Year
Ended December 31,

 2023

 2022

 %

 General and administrative

 $
 1,859,969

 $
 736,775

 $
 1,123,194

 %

 Professional Fees

 288,176

 2,879,759

 (2,591,653
)

 (90
 %)

 Sales and marketing

 514,911

 198,455

 316,456

 %

 Amortization and depreciation

 197,322

 387,302

 (189,980
)

 (49
 %)

 Research and development

 61,106

 94,645

 (33,539
)

 (35
 %)

 Total operating expense

 $
 2,921,414

 $
 4,296,936

 $
 (1,375,522
)

 (32
 %)

 General
and administrative

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

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

 Professional
fees

 Professional
fees consist of costs concerning legal, accounting, and consulting services.

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

 Sales
and marketing

 Sales
and marketing costs are costs incurred for investor relations, advertising, marketing, press releases, and public relations.

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

 Amortization
and depreciation

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

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

 Research
and Development

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

 Other
Income (Expenses)

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

 2023

 2022

 Other income

 $
 71,975

 $
 142,212

 $
 (70,237
)

 (49
 %)

 Interest income

 1,553

 (1,449
)

 (93
 %)

 Interest expense

 (13,476
)

 (575,777
)

 562,301
)

 (98
 %)

 Gain on change in fair value of warrant derivative liability

 159,363

 494,753

 (335,390
)

 (68
 %)

 Foreign currency transaction (gain) loss

 50,178

 (191,454
)

 241,632

 (126
 %)

 Total other income (expense)

 $
 268,144

 $
 (128,713
)

 $
 396,857

 (308
 %)

 Other

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

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

Expense

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

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

 Gain
on change in fair value of warrant derivative liability

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

 For
the year ended December 31, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

 Expected term

 1.59 - 2.50 years

 Expected average volatility

 177 - 220%

 Expected dividend yield

 8.33%

 Risk-free interest rate

 1.50 – 5.46%

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

 Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 Warrant liability as of December 31, 2021

 $
 -

 Addition of new warrant liabilities

 721,275

 Day-one loss

 (28,043
)

 Change in fair value of warrant liability

 (494,753
)

 Warrant liability as of December 31, 2022

 198,479

 Addition of new warrant liabilities

 -

 Change in fair value of warrant liability

 (159,363
)

 Warrant liability as of December 31, 2023

 $
 39,116

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

 Net
Loss

 We
finished the year ended December 31, 2023, with a net loss of $2,650,650 as compared to a loss of $4,425,649 during the year ended December
31, 2022.

 Liquidity
and Capital Resources

 Working
Capital

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

 2023

 2022

 Current Assets

 $
 95,171

 $
 42,417

 $
 52,754

 %

 Current Liabilities

 1,487,471

 $
 595,856

 $
 891,615

 %

 Working Capital Deficit

 $
 (1,392,300
)

 $
 (553,439
)

 $
 (838,861
)

 %

assets consist of cash and other receivables.

 The
decrease in current assets was primarily due to a decrease in cash.

Liabilities

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

 The
increase in current liabilities was primarily due to increases of $141,817 in accounts payable, $90,000 in accrued director fees, $519,242
in accrued wages and salaries, $166,986 for a settlement agreement with former executives, offset by a reduction of $237,361 in additional
related-party loans.

 Working
Capital Deficit

 The
working capital deficit increased by $838,861.

 Liquidity

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

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

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

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

 Cash
Flow

 Year ended 31 December,

 2023

 2022

 Cash provided by/(used) in Operating Activities

 $
 565,886

 $
 (1,169,701
)

 $
 1,735,587

 Cash used in Investing Activities

 $
 (248,371
)

 $
 (237,666
)

 $
 (10,705
)

 Cash (used) in/provided by Financing Activities

 $
 (302,187
)

 $
 1,196,849

 $
 (1,499,036
)

 Cash on Hand

 $
 7,668

 $
 32,533

 $
 (24,865
)

 Operating
Activities

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

 Investing
Activities

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

 Financing
Activities

 The
reduction in net cash provided by financing activities was primarily due to $789,000 received in 2022 from Series C Preferred Stock issuance.

 Cash
on Hand

 The
reduction of cash on hand was primarily due to a reduction in fundraising in 2023.

 Critical
Accounting Policies and Significant Judgments and Estimates

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

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

 Foreign
 Currency Translations

 Intangible

 Long-lived

 Taxes

 Foreign
Currency Translations

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

 Intangible

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

 Long-Lived

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

Taxes

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

 Recent
Accounting Pronouncements

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

 Off-Balance
Sheet Arrangements

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

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

 Not
required for smaller reporting companies.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 See
Index to Financial Statements and Financial Statement Schedules appearing on pages F-1 to F-29 of this Annual Report on Form 10-K.

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

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

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

 ITEM
9A. CONTROLS AND PROCEDURES.

 Disclosure
Controls and Procedures

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

 Management's
Report on Internal Controls over Financial Reporting

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

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

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

 Limitations
on Effectiveness of Controls

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

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

 Changes
in Internal Control over Financial Reporting

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

 ITEM
9B. OTHER INFORMATION.

 None.

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

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

 Name

 Age

 Positions
 and Offices Held

 Stephen
 Morris

 Chief Technical Officer, Chairman of the Board and Director

 Burks

 Chief
 Executive Officer and Director

 David
 Chetwood

 Chief
 Financial Officer and Director

 Paul
 Morrissey

 Director

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

 Stephen
Morris

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

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

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

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

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

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

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

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

Burks

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

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

 David
Chetwood

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

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

 Professor
Paul Morrissey

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

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

 Term
of Office

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

 Significant
Employees

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

 Family
Relationships

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

 Involvement
in Certain Legal Proceedings

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

 1.

 Any
 petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
 officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general
 partner at or within two years before the time of such filing, or any corporation or business association of which he or she was
 an executive officer at or within two years before the time of such filing;

 2.

 Any
 conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other
 minor offenses);

 3.

 Being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

 a.

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

 b.

 Engaging
 in any type of business practice; or

 c.

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

 4.

 Being
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
 suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the
 Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged
 in any such activity;

 5.

 Being
 found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law,
 and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 6.

 Being
 found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
 Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
 subsequently reversed, suspended or vacated;

 7.

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

 a.

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

 b.

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

 c.

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

 8.

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

 Committees
of the Board

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

 Code
of Business Conduct and Ethics

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

 ITEM
11. EXECUTIVE COMPENSATION.

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

 Name and principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock

 Awards ($)

 Option

 Awards ($)

 All Other

 Compensation

 ($) (1)(2)

 Total ($)

 Rik Willard(1)

 2022

 120,750

 -

 423,676

 -

 -

 544,426

 CEO and Director

 2023

 -

 -

 -

 -

 -

 -

 Steven Saunders(2)

 2022

 257,567

 -

 235,376

 -

 -

 492,943

 CCO and Director

 2023

 -

 -

 -

 -

 -

 -

 Stephen Morris(3)

 2022

 122,643

 -

 -

 -

 -

 122,643

 CTO and Director

 2023

 -

 -

 -

 628,320

 -

 628,320

 Neeta Shah(4)

 2022

 15,000

 -

 -

 -

 -

 15,000

 CFO

 2023

 -

 -

 -

 -

 -

 -

 Timothy Burks

 2022

 -

 -

 -

 -

 -

 -

 CEO and Director

 2023

 -

 -

 -

 649,440

 -

 649,440

 David Chetwood

 2022

 -

 -

 -

 -

 -

 -

 CFO and Director

 2023

 -

 -

 -

 546,000

 -

 546,000

 (1)

 On
 January 23, 2023, the Company entered into a Separation Agreement with Mr. Willard.

 (2)

 On
 January 23, 2023, the Company entered into a Separation Agreement with Mr. Saunders.

 (3)

 Mr.
 Morris resigned as a Director on May 30, 2022. This allowed Mr. Morris to concentrate all of his abilities on the creation of the
 ethical web platform. On January 25, 2023, Mr. Morris was appointed to the Board of Directors. On February 2, 2023, Mr. Morris was
 appointed interim Chief Executive Officer. On February 10, 2023, Mr. Morris was appointed Chairperson of the Board of Directors.
 On April 1, 2023, Mr. Morris resigned as Interim Chief Executive Officer.

 (4)

 On
 January 29, 2022, the Company dismissed Ms. Nita Shah.

 Management
Compensation

 On
July 1, 2021, the Company entered into an employment agreement with Stephen Morris, our Founder and Chief Technology Officer. Mr. Morris
is to receive cash compensation of $144,000 annually. This compensation will be increased to $180,000 annually if $5,000,000 in debt
or equity funding has been received.

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

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

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

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

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

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

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

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

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

incentive Plan

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

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

 The
shares were valued at $2,246,736, based on the common stock's market price on the agreements' respective dates, which ranged
from $0.1870 to $0.1353 per share. The options vest at 40% after 90 days of service and 60% monthly over two years.

 Compensation
of Directors

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

 Pension,
Retirement or Similar Benefit Plans

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

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

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

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

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

 The
following table sets forth, as March 19, 2024, certain information as to shares of our voting stock owned by (i) each person known by
us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers
and directors as a group.

 Unless
otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares
of voting stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, and for
security purposes, each entity or person listed below maintains an address of 21 West 46 th Street, New York, New York 10036.

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

 Common Stock

 Name of Beneficial Owner

 Number
 of
 Owned (1)

 Percent
 of
 Class (2)

 Stephen Morris

 30,867,159

 19.33
 %

 Timothy Burks

 300,000

 0.19
 %

 David Chetwood

 4,035,000
 (3)

 2.53
 %

 All Directors and Executive Officers as a Group (3 persons)

 35,202,159

 22.05
 %

 Common Stock

 5% Holders

Owned (1)

 Percent
 of
Class (2)

 Stephen Morris

 30,867,159

 19.33
 %

 (1)

 Unless
 otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with
 that person's spouse) with respect to all shares of voting stock listed as owned by that person or entity.

 (2)

 Pursuant
 to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared
 voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon
 exercise of common shares purchase options or warrants. The percent of class is based on 159,690,487 voting shares as of March 19,
 2024.

 (3)

 These
 shares are held of record by The Chetwood Revocable Living Trust, of which David Chetwood has sole voting and dispositive power and
 control

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

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

 We
have two loans from Stephen Morris, our Founder, totaling $678,549.

 The
first loan of $374,018 at December 31, 2021 (December 31, 2021: $428,177).

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

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

 Director
Independence

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

 Indemnification

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

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

 The
following table sets forth the fees billed to our company for the years ended December 31, 2023, and 2022 for professional services rendered
by our independent registered public accounting firms:

 Fees

 2022

 2023

 Audit Fees

 $
 50,000

 $
 50,600

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 3,750

 -

 Total

 $
 53,750

 $
 55,660

 Audit
Fees

 Audit
fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial
statements during the 2023 and 2022 fiscal years. The audit fee for our December 31, 2023 financial statements was $30,000.

 Audit-related
Fees

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

 Tax
Fees

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

 All
Other Fees

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

 Pre-Approval
Policies and Procedures

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

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

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 (a)
1. Financial Statements

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm - BF Borgers CPA PC (ID 5041);

 Consolidated Balance Sheets as of December 31, 2023, and 2022;

 Consolidated Statements of Operations for the years ended December 31, 2023, and 2022;

 Consolidated Statement of Stockholders' Equity as of December 31, 2023, and 2022;

 Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022; and

 Notes to Consolidated Financial Statements.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

 Opinion
on the Financial Statements

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

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

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

 Basis
for Opinion

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

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

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

 /S/
 BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2023

 Lakewood,
CO

 March

 F- 1

 FINANCIAL
STATEMENTS

 BUBBLR
INC.

 Consolidated
Balance Sheets

 December
31, 2023 and 2022

 2023

 2022

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 7,668

 $
 32,533

 Other receivables

 87,503

 9,884

 Total current assets

 95,171

 42,417

 Non-current Assets:

 Property and equipment, net

 31,302

 47,956

 Intangible assets, net

 1,456,628

 1,325,995

 Total non-current assets

 1,487,930

 1,373,951

 TOTAL ASSETS

 $
 1,583,101

 $
 1,416,368

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:

 Accounts payable

 $
 373,606

 $
 141,605

 Accrued liabilities

 943,007

 50,094

 Loan payable, current portion

 12,611

 11,987

 Loan payable - related party

 158,247

 392,170

 Total current liabilities

 1,487,471

 595,856

 Non-current Liabilities:

 Loan payable, non-current portion

 —

 10,465

 Loan payable – related party, non-current portion

 552,639

 525,291

 Warrant derivative liability

 39,116

 198,479

 Total non-current liabilities

 591,755

 734,235

 Total Liabilities

 2,079,226

 1,330,091

 Stockholders' Equity (Deficit)

 Series C Convertible Preferred Stock, $ 0.001 par value, 2,000 authorized, 903 and 903 shares issued and outstanding at December 31, 2023, and 2022

 Common stock, $ 0.01 par value, 3,000,000,000 shares authorized; 159,690,447 and 154,309,318 shares issued and outstanding at December 31, 2023, and 2022

 1,596,904

 1,543,093

 Additional paid-in capital

 13,168,915

 11,006,607

 Accumulated deficit

 ( 15,612,775
)

 ( 12,875,437
)

 Accumulated other comprehensive income

 350,830

 412,013

 Total Stockholders' Equity (Deficit)

 ( 496,125
)

 86,277

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 1,583,101

 $
 1,416,368

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

 F- 2

 BUBBLR
INC.

 Consolidated
Statements of Operations and Comprehensive Loss

 For
the years ended December 31, 2023 and 2022

 2023

 2022

 2023

 2022

 Revenue

 $
 2,620

 $
 —

 Cost of sales

 —

 —

 Gross Profit

 2,620

 —

 Operating Expenses

 General and administrative

 1,859,969

 736,775

 Professional fees

 288,106

 2,879,759

 Sales and marketing

 514,911

 198,455

 Amortization and depreciation

 197,322

 387,302

 Research and development

 61,106

 94,645

 Total operating expense

 2,921,414

 4,296,936

 Operating loss

 ( 2,918,794
)

 ( 4,296,936
)

 Other income (expense)

 Other income

 71,975

 142,212

 Interest income

 1,553

 Interest expense

 ( 13,476
)

 ( 575,777
)

 Gain on change in fair value of warrant derivative liability

 159,363

 494,753

 Foreign currency transaction (gain) loss

 50,178

 ( 191,454
)

 Total other income (expense)

 268,144

 ( 128,713
)

 Net loss before income tax

)

)

 Provision for income tax

 —

 —

 Net loss after income tax

 $
)

 $
)

 Other comprehensive income (loss)

 Foreign currency translation (loss) gain

 ( 61,183
)

 34,769

 Total other comprehensive income (loss)

 ( 61,183
)

 34,769

 Net comprehensive loss

 $
 ( 2,711,833
)

 $
 ( 4,390,880
)

 Net loss per common share, basic and diluted

 $
 ( 0.02
)

 $
 ( 0.03
)

 Weighted average number of common shares outstanding, basic and diluted

 156,711,520

 150,418,280

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

 F- 3

 BUBBLR
INC.

 Consolidated
Statement of Changes in Stockholders' Equity (Deficit)

 For
the years ended December 31, 2023 and 2022

 Paid-in

 Capital

 Accumulated

 Deficit

 (Loss)

 (Deficit)

 2019
 Series A
 Stock

 B
 Stock

 C Convertible
 Stock

 Stock

 Additional

 Accumulated
 Other

 Comprehensive

 Total

 Stockholders'

 Paid-in

 Capital

 Accumulated

 Deficit

 (Loss)

 (Deficit)

 Balance - December 31, 2021

 $
 —

 $
 —

 $
 —

 —

 $
 —

 140,186,096

 1,401,861

 5,478,801

 $
 ( 8,385,496
)

 $
 377,244

 $
 ( 1,127,590
)

 Issuance of common shares for Services - -Executive Board

 —

 —

 —

 —

 —

 —

 147,960

 1,480

 73,980

 —

 —

 75,460

 Issuance of common shares for Services – Consulting

 —

 —

 —

 —

 —

 —

 7,874,108

 78,741

 1,965,320

 —

 —

 2,044,061

 Issuance of common shares for Equity Finance Agreement Incentive

 —

 —

 —

 —

 —

 —

 793,039

 7,930

 371,884

 —

 —

 379,814

 Issuance of common shares for debt conversion

 —

 —

 —

 —

 —

 —

 140,000

 1,400

 26,600

 —

 —

 28,000

 Issuance of common shares for loan waiver

 —

 —

 —

 —

 —

 —

 345,220

 3,452

 68,251

 —

 —

 71,703

 Issuance of common shares for note conversion

 —

 —

 —

 —

 —

 —

 4,706,096

 47,061

 2,305,987

 —

 —

 2,353,048

 Issuance of common shares for Series C Preferred Shares Dividend

 —

 —

 —

 —

 —

 —

 116,799

 1,168

 20,965

 —

 —

 22,133

 Issuance of Series C Preferred Shares

 —

 —

 —

 —

 —

 —

 95,767

 —

 —

 95,768

 Repurchase and cancellation of Special 2019 Series A Preferred Stock via
 issuance of related party note payable

 ( 1
)

 —

 —

 —

 —

 —

 —

 —

 ( 60,000
)

 —

 —

 ( 60,000
)

 Vesting of restricted stock units

 —

 —

 —

 —

 —

 —

 —

 —

 659,052

 —

 —

 659,052

 Series C Preferred Shares Dividend

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 64,292
)

 —

 ( 64,292
)

 Net loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

 —

)

 Other comprehensive income

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 34,769

 34,769

 Balance -December 31, 2022

 —

 $
 —

 $
 —

 $
 —

 $

 154,309,318

 $
 1,543,093

 $
 11,006,607

 $
 ( 12,875,437
)

 $
 412,013

 $
 86,277

 Balance

 —

 $
 —

 $
 —

 $
 —

 $

 154,309,318

 $
 1,543,093

 $
 11,006,607

 $
 ( 12,875,437
)

 $
 412,013

 $
 86,277

 Issuance of common shares for investor relations

 —

 —

 —

 —

 —

 —

 1,455,784

 14,557

 270,780

 —

 —

 285,337

 Issuance of common shares for consultancy

 —

 —

 —

 —

 —

 —

 625,000

 6,250

 93,750

 —

 —

 100,000

 Issuance of common shares for professional services

 —

 —

 —

 —

 —

 —

 500,000

 5,000

 60,000

 —

 —

 65,000

 Issuance of common shares Series C Preference Share Dividends

 —

 —

 —

 —

 —

 —

 311,159

 3,112

 40,693

 —

 —

 43,805

 Loan resolution

 —

 —

 —

 —

 —

 —

 2,489,186

 24,892

 796,540

 —

 —

 821,432

 Forfeit restrictive stock units

 —

 —

 —

 —

 —

 —

 —

 —

 ( 659,052
)

 —

 —

 ( 659,052
)

 Vesting of share options

 —

 —

 —

 —

 —

 —

 —

 —

 1,559,597

 —

 —

 1,559,597

 Series C Preferred Shares Dividend

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 86,688
)

 —

 ( 86,688
)

 Net loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

 —

)

 Other comprehensive income

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 61,183
)

 ( 61,183
)

 Balance -December 31, 2023

 —

 $
 —

 $
 —

 $
 —

 $

 159,690,447

 $

 1,596,904

 $
 13,168,915

 $
 ( 15,612,775
)

 $
 350,830

 $
 ( 496,125
)

 Balance

 —

 $
 —

 $
 —

 $
 —

 $

 159,690,447

 $

 1,596,904

 $
 13,168,915

 $
 ( 15,612,775
)

 $
 350,830

 $
 ( 496,125
)

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

 F- 4

Inc.

 Consolidated
Statements of Cashflows

 For
the year ended December 31, 2023 and 2022

 2023

 2022

 2023

 2022

 Cash Flows from Operating Activities:

 Net loss

 $
)

 $
)

 Adjustments for:

 Net loss to net cash used in operating activities:

 Stock based compensation

 450,338

 2,119,521

 Vesting of restricted stock units

 1,559,598

 659,052

 Stock issued for payment of debt

 821,432

 —

 Forfeit of deferred stock compensation

 ( 659,052
)

 —

 Stock based finance incentive

 —

 451,517

 Disposal of fixed assets

 —

 Impairment of fixed assets

 6,367

 —

 Gain on change in fair value of warrant derivative liability

 ( 159,363
)

 ( 494,753
)

 Amortization of debt discount

 —

 69,714

 Amortization of intangible asset

 184,626

 372,976

 Depreciation

 12,696

 14,326

 Changes in operating assets and liabilities:

 (Increase) decrease in other receivables

 ( 75,358
)

 2,637

 Increase (decrease) in accounts payable

 227,244

 8,727

 Increase in accrued liabilities

 847,917

 52,231

 Net cash provided by/(used) in operating activities

 565,886

 ( 1,169,701
)

 Cash flows from investing activities

 Proceeds from repayment of advances receivable

 —

 1,231

 Purchase of intangible assets

 ( 248,371
)

 ( 238,897
)

 Net cash used in investing activities

 ( 248,371
)

 ( 237,666
)

 Cash flows from financing activities

 Increase in dividends payable

 ( 42,883
)

 ( 20,026
)

 Proceeds from loans payable

 —

 15,000

 Payment of loans payable

 ( 10,759
)

 ( 29,943
)

 Proceeds from loans payable – related party

 572,617

 520,758

 Repayment of loans payable – related party

 ( 821,162
)

 ( 77,940
)

 Net proceeds from issuance of Series C Preferred Stock and associated warrants

 —

 789,000

 Net cash provided by financing activities

 ( 302,187
)

 1,196,849

 Effects of exchange rate changes on cash

 ( 40,193
)

 180,084

 Net Change in Cash

 ( 24,865
)

 ( 30,434
)

 Cash – Beginning of Period

 32,533

 62,967

 Cash – End of Period

 $
 7,668

 $
 32,533

 Supplemental information:

 Cash paid for interest

 $
 13,039

 $
 7,556

 Cash paid for taxes

 $
 —

 $
 —

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

 F- 5

 BUBBLR,
INC.

 Notes
to the Consolidated Financial Statements

 December
31, 2023 and 2022

 NOTE
1 – ORGANIZATION, BUSINESS AND LIQUIDITY

 Organization
and Operations

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

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

 Going
Concern Matters

 The
accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the
United States of America ("GAAP"), which contemplates the Company's continuation as a going concern. The Company incurred
a net comprehensive loss of $ 2,711,833 during the year ended December 31, 2023, and has an accumulated deficit of $ 15,612,775 as of December
31, 2023. In addition, current liabilities exceed current assets by $ 1,375,522 as of December 31, 2023.

 Management
intends to raise additional operating funds through equity and 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, 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
bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is unavailable
to the Company, it may be required to curtail or cease its operations.

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

 NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 Principles
of Consolidation

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

 F- 6

 Use
of Estimates

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

 Convertible
Financial Instruments

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

 Fair
Value of Financial Instruments

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

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

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

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

 The
carrying value of the Company's current assets and liabilities are deemed to be their fair value due to the short-term maturity
and realization. During the year ended December 31, 2023, the Company acquired warrant derivative liabilities, which are Level 3 financial
instruments that are adjusted to fair market value on reporting dates. At December 31, 2023, the warrant liabilities balance was $ 39,116.
There were no changes in the fair value hierarchy leveling during the year ended December 31, 2023, or 2022.

 Stock-Based
Compensation

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

 F- 7

Stock Purchase Warrants and Derivative Financial Instruments

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.

 Basic
and Diluted Net Loss per Common Share

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

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

OF COMPUTATION OF DILUTED NET LOSS PER SHARE

 2023 (Shares)

 2022 (Shares)

 2023 (Shares)

 2022 (Shares)

 Series C Preferred Stock

 3,384,135

 3,384,135

 Total

 5,742,236

 5,742,236

 Anti-dilutive shares

 5,742,236

 5,742,236

 Leases

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

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

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

 Intangible

 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.

 F- 8

 Research
and Development

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

 There
 is a clearly defined project

 Expenditure
 is separately identifiable

 The
 project is commercially viable

 The
 project is technically feasible

 Project
 income is expected to outweigh the cost

 Resources
 are available to complete the project

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

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

 For
the years ended December 31, 2023, and 2022, the Company received other income of $ 80,405, and $ 142,212 with respect to the refundable
tax offset.

 Long-Lived

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

and Equipment

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

OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES

 Computer
 equipment

 years

 Fixtures
 and Furniture

 years

 Vehicles

 years

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

 F- 9

 Beneficial
Conversion Feature

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

 Foreign
Currency Translations

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

 SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

 2023

 2022

 Year-end GBP:US$ exchange rate

 1.2731

 1.2101

 Annual average GBP:US$ exchange rate

 1.2441

 1.2430

 Aggregate
transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement
of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange
transactions totaled $ 50,178 and gains of $ 34,769 were recognized during the years ended December 31, 2023 and 2022, respectively.

Taxes

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

 As
of December 31, 2023, and 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.

 F- 10

 UK
Tax Risk

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

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

 Recent
Accounting Pronouncements

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

 NOTE
3 – OTHER RECEIVABLES

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

OF OTHER RECEIVABLES

 December 31, 2022

 Deposit

 $

 $

 UK R&D Credit

 80,205

 —

 UK VAT receivable

 7,098

 9,684

 Total other receivables

 $
 87,503

 $
 9,884

 F- 11

 NOTE
4 – ADVANCES RECEIVABLE

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

OF CASH ADVANCES RECEIVABLES

 December 31, 2022

 Advance receivable – G

 $
 —

 $
 58,606

 Advance receivable – J

 —

 21,643

 Advance receivable

 —

 21,643

 Repayment received

 —

 ( 1,231
)

 Interest due

 —

 1,891

 Assignment of receivable

 —

 ( 71,540
)

 Effects of Currency translation

 —

 ( 9,369

 Total advances receivable

 $
 —

 $
 —

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

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

 NOTE
5 – PROPERTY AND EQUIPMENT

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

OF PROPERTY PLANT AND EQUIPMENT

 Motor

 Vehicles

 Computer

 Equipment

 Office

 Equipment

 Total

 Cost

 $
 56,875

 $
 28,179

 $

 $
 85,617

 —

 —

 —

 —

 Disposals

 —

 —

 ( 592
)

 ( 592
)

 Impairment

 ( 6,367
)

 —

 —

 ( 6,367
)

 2,962

 1,467

 4,458

 $
 53,470

 $
 29,646

 $
 —

 $
 83,116

 Less accumulated depreciation

 $
 18,659

 $
 18,636

 $

 $
 37,661

 Disposals

 —

 —

 ( 502
)

 ( 522
)

 Depreciation expense

 6,367

 6,211

 12,696

 1,959

 $
 25,997

 $
 25,817

 $
 —

 $
 51,814

 Net book value

 $
 27,473

 $
 3,829

 $
 —

 $
 31,302

 $
 38,216

 $
 9,543

 $

 $
 47,956

the years ended December 31, 2023, and 2022, the Company recorded purchases of $ 0 and $ 0, respectively, and depreciation expenses of
$ 12,696, and $ 14,326, respectively. There was no impairment or disposal of property and equipment.

 F- 12

 NOTE
6 – INTANGIBLE ASSETS

 Patents

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

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

 A
Patent

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

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

 Trademarks

 The
Company has the following trademarks.

 Mark

 Category

 Proprietor

 Country

 Class(es)

 Status

 Reg.
 Date.

 File
 No.

 CITIZENS
 JOURNALIST

 Words

 European
 Union

 16-Nov-2019

 206382.EM.01

 CITIZENS
 JOURNALIST

 Word

 05-Jul-2019

 206382.GB.01

 CITIZENS
 JOURNALIST

 Words

 16-Nov-2019

 206382.GB.02

 CITIZENS
 JOURNALIST

 Word

 States

 38 41 42

 REGD-DEC
 USE

 08-Feb-2022

 206382.US.01

 Words
 and Color Device

 European
 Union

 16-Nov-2019

 206383.EM.01

 of Logos

 05-Jul-2019

 206383.GB.01

 Words
 and Color Device

 16-Nov-2019

 206383.GB.02

 Words
 and Device

 States

 38 41 42

 ACCEPTED

 206383.US.01

 BAU
 NOT OK/BAU Not OK

 of Marks

 11-Oct-2019

 208674.GB.01

 NEWZMINE/NewzMine

 of Marks

 38 42

 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 asset will be impaired and charged to expense in the period of impairment.

 F- 13

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

OF TRADEMARKS

 2023

 2022

 Trademarks:

 NewzMine TM

 $
 12,994

 $
 9,920

 Citizens Journalist

 25,367

 25,367

 ( 1,804
)

 ( 3,461

 $
 36,557

 $
 31,826

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

OF INTANGIBLE ASSETS

 Cost

 Patents

 Trademarks

 Capitalized

 Acquisition

 Costs

 Total

 $
 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

 43,865

 3,075

 201,431

 —

 248,371

 8,761

 1,657

 143,911

 —

 154,329

 $
 220,926

 $
 36,558

 $
 3,109,540

 $
 45,745

 $
 3,412,769

 Cost, ending

 $
 220,926

 $
 36,558

 $
 3,109,540

 $
 45,745

 $
 3,412,769

 Less accumulated amortization

 $
 4,947

 $
 —

 $
 1,674,551

 $
 2,288

 $
 1,684,074

 Less accumulated amortization, beginning

 $
 4,947

 $
 —

 $
 1,674,551

 $
 2,288

 $
 1,684,074

 Amortization expense

 3,333

 —

 179,005

 2,288

 184,626

 —

 87,180

 —

 87,441

 $
 8,541

 $
 —

 $
 1,940,736

 $
 4,576

 $
 1,956,141

 Less accumulated amortization, ending

 $
 8,541

 $
 —

 $
 1,940,736

 $
 4,576

 $
 1,956,141

 Net book value

 $
 212,385

 $
 36,558

 $
 1,168,804

 $
 38,881

 $
 1,456,628

 $
 163,353

 $
 31,826

 $
 1,089,647

 $
 41,169

 $
 1,325,995

the year ended December 30, 2023, and 2022, the Company purchased $ 248,371 and $ 238,897, respectively, in intangible assets, and recorded
amortization expense of $ 184,626 and $ 372,976, respectively.

the years ended December 31, 2023, and 2022, impairment of $ 0 and $ 0 was recorded. Based on the carrying value of definite-lived intangible
assets as of December 31, 2023, we estimate our amortization expense for the next five years will be as follows:

OF AMORTIZATION EXPENSE

 -

 Year ended December 31,

 Patents

 Intellectual Property

 Capitalized

 Acquisition

 Costs

 Total

 2024

 $
 3,333

 $

 $
 2,228

 $

 2025

 3,333

 2,228

 2026

 3,333

 2,228

 2027

 3,333

 2,228

 2028

 3,333

 2,228

 Thereafter

 195,720

 175,339

 27,441

 398,500

 Finite-Lived Intangible Assets, Net

 $
 212,385

 $
 1,168,804

 $
 38,881

 $
 1,420,070

 NOTE
7 – ACCRUED LIABILITIES

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

OF ACCRUED LIABILITIES

 December 31, 2022

 Auditor fees

 $
 42,731

 $
 —

 Director fees

 90,000

 —

 Dividends payable

 65,016

 22,133

 —

 3,143

 Other accruals

 34,214

 —

 Settlement payable

 166,986

 —

 Wages and salaries

 544,060

 24,818

 Total accrued liabilities

 $
 943,007

 $
 50,094

 F- 14

 NOTE
8 – CONVERTIBLE NOTES PAYABLE

 In
January 2021, the Company commenced offering a convertible promissory note. The offering closed on June 30, 2021. Funds raised during
the six months ended June 30, 2021, totaled $ 2,112,150, less an original issuance discount of $ 104,572, resulting in net proceeds of
$ 2,007,578. The notes mature after eighteen (18) months from issue or on the following events:

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

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

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

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

 In
November 2021 the Company commenced an offering for a convertible promissory note. The offering closed on November 5, 2021. Funds raised
as of November 5, 2021, totaled $ 175,630. The notes mature after eighteen ( 18) months from issue or on the following events:

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

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

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

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

 On
September 1, 2022, the noteholders of the convertible promissory note issued June 30, 2021, and November 5, 2021, passed, by a majority,
an amendment of Section 6 of the Notes.

 Section
6 of each of the Notes is hereby amended and restated in its entirety as follows:

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

 F- 15

 On
December 15, 2022, the noteholders of the convertible promissory note issued June 30, 2021, and November 5, 2021, passed, by a majority,
an amendment of Section 6 of the Notes.

 Section
6 of each of the Notes is hereby amended and restated in its entirety as follows:

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

 There
were no accounting ramifications as a result of the above amendments.

 At
December 31, 2023, and 2022, convertible notes consisted of the following.

OF CONVERTIBLE NOTES PAYABLE

 2023

 2022

 Promissory notes – issued in the fiscal year

 $
 —

 $
 2,287,780

 Total convertible notes payable

 —

 2,287,780

 Less: unamortized debt discount

 —

 —

 Less: notes converted to common stock

 —

 ( 2,287,780
)

 Less: current portion of convertible notes

 —

 —

 Long-term convertible notes

 $
 —

 $
 —

the years ended December 31, 2023, and 2022, the Company recorded interest expense of $ 11,725 and $ 575,777, respectively, and debt discount
amortization of $ 6,954 and $ 69,714, respectively. On December 15, 2022, all note holders requested voluntary conversion of the notes
to common shares at $ 0.50, resulting in $ 0 and in accrued interest at December 31, 2023 and 2022, and 4,706,096 common shares issued.

 NOTE
9 – 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.

 The
Company has 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 December 31, 2023, and 2022, loan payable obligations included in current liabilities were $ 12,611, and $ 11,987, respectively,
and loan payable obligations included in long-term liabilities were $ 0, and $ 10,465, respectively. During the years ended December 31,
2023, and 2022, the Company made $ 12,324, and $ 9,943, respectively, in loan payments.

 At
December 31, 2023, remaining payments in 2024 are $ 12,611.

 F- 16

 NOTE
10 – RELATED PARTY TRANSACTIONS

 Loans
from Related Parties

 The
Company has a loan from our founder, Stephen Morris, with a balance of $ 678,549 and $ 899,309 at December 31, 2023 and 2022, respectively.

 Loan
1 Stephen Morris, Founder, CTO and Chair.

 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 collections costs.

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

 At
December 31, 2023, and 2022, loan payable obligations included in current liabilities were $ 125,910, and $ 374,018, respectively, and
loan payable obligations included in long-term liabilities were $ 0, and $ 10,465, respectively.

 Loan
2 Stephen Morris, Founder, CTO and Chair.

 On
September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the "Loan Agreement")
with Mr. Morris for $ 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.

 The
Company received $ 501,049 in 2022 and made $ 0 and $ 0 during the years ended December 31, 2022 and 2021. The loan principal due was decreased
by $ 11,540 and $ 66,000 during the year ended December 31, 2022 and 2021, respectively, in regards the sale of the Special 2019 Series
A Preferred Stock to Mr. Morris in 2021, and the Company's subsequent repurchase and cancellation of preferred stock and the assignment
of debt during 2022.

 At
December 31, 2023, and 2022, loan payable obligations included in non-current liabilities were $ 552,639, and $ 525,291

 F- 17

 Activity
on related party loans during the years ended December 31, 2023, and 2022 is as follows:

 SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS

 2023

 2022

 Beginning balance – related party loans

 $
 899,309

 $
 428,177

 Current:

 Beginning balance – current

 374,018

 428,177

 62,356

 ( 42,619
)

 Conversions from (into) preferred stock

 —

 60,000

 510,968

 —

 —

 —

 Assignment of advances receivable

 —

 ( 71,540
)

 Loan resolution agreement – Stephen Morris

 ( 821,432
)

 —

 Ending balance Loan 1 (current)

 125,910

 374,018

 Non-current:

 Beginning balance

 525,291

 —

 —

 501,049

 27,348

 24,242

 Ending balance non-current

 552,639

 525,291

 Ending balance – related party loans

 $
 678,549

 $
 899,309

 On
December 31, 2021, the Company received a loan from minority shareholders totaling $ 81,162. The loan is non-interest-bearing and due
for repayment on February 28, 2022. An agreement was reached to extend repayment of the loan to April 30, 2022, with no penalties. All
outstanding amounts were paid by this date.

 On
February 15, 2022, the Company received a loan from a minority shareholder for $ 19,709. The loan bears interest at a rate of 20 % and
is due for repayment on February 15, 2023. All amounts outstanding were paid on that date.

 Paul
Morrissey, Director

 On
September 8, 2022, the Company entered into a new loan agreement (the "Loan Agreement") with Professor Paul Morrissey for
$ 32,337 ( 25,401). The Loan Agreement is unsecured, carries a fixed interest rate of 25 %, is non-convertible, and was payable in
4 weeks after the date of the agreement.

 NOTE
11 – WARRANT LIABILITY

 The
Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 13) for derivative accounting
consideration under ASC 815, "Derivatives and Hedging," and determined that the instrument should be classified as a liability
due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of
shares to be delivered upon exercise.

 ASC
815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change
in the fair market value as other income or expense items.

 The
Company determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management's estimate
of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value
as of December 31, 2022. 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- 18

 For
the year ended December 31, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

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

 Expected term

 1.59 – 2.50 years

 Expected average volatility

 177 – 220 %

 Expected dividend yield

 8.33 %

 Risk-free interest rate

 1.50 – 5.46 %

 The
following table summarizes the changes in the warrant liabilities during the year ended December 31, 2022:

 SUMMARY OF CHANGES IN WARRANT LIABILITIES

 Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 Warrant liability as of December 31, 2021

 $
 -

 Addition of new warrant liabilities

 721,275

 Day-one loss

 ( 28,043
)

 Change in fair value of warrant liability

 ( 494,753
)

 Warrant liability as of December 31, 2022

 198,479

 Addition of new warrant liabilities

 -

 Change in fair value of warrant liability

 ( 159,363
)

 Warrant liability as of December 31, 2023

 $
 39,116

 NOTE
12 – INCOME TAXES

 The
Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred
tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities
and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax assets through future operations.

 For
the years ended December 31, 2023, and 2022, the local ("United States of America") and foreign components of loss before
income taxes were comprised of the following:

OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES

 2023

 2022

 2023

 2022

 Tax jurisdiction from:

 - Local

 $
 ( 1,928,146
)

 $
 ( 3,589,034
)

 - Foreign

 ( 630,823
)

 ( 836,615
)

 Loss before income taxes

 $
 ( 2,558,969
)

 $
)

 F- 19

 The
components of the Company's deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded as of December 31, 2023, and 2022, are as follows:

OF DEFERRED TAX ASSET AND RECONCILIATION OF INCOME TAXES

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Net Operating loss carryforward

 $
 2,650,650

 $
 4,425,649

 Effective tax rate

 %

 %

 Deferred tax asset

 537,383

 929,386

 Foreign taxes

 ( 256,668
)

 ( 594,740

 Less: valuation allowance

 ( 280,715
)

 ( 334,646

 Net deferred tax asset

 $
 —

 $
 —

 The
Company has provided for a full valuation allowance against the deferred tax assets, on the expected future tax benefits from the net
operating loss carryforwards, as the management believes it is more likely than not that these assets will not be realized in the future.
The valuation allowance decreased by $ 53,931 and $ 414,168 during the years ended December 31, 2023, and 2022, respectively.

States of America

Inc. is registered in the State of Wyoming and is subject to the tax laws of United States of America at a standard tax rate of 21 %.
Due to a change of control, the Company will not be able to carryover net operating losses ("NOL") generated before August
13, 2020, to offset future income.

 As
of December 31, 2023, the operations in the United States of America incurred approximately $ 8,182,343 of cumulative NOL's which
can be carried forward indefinitely to offset future taxable income.

 The
Company's tax returns are subject to examination by United States tax authorities beginning with the year ended December 31, 2018.

 The
Company's subsidiaries operating in the United Kingdom ("UK") are subject to tax at a standard income tax rate of 19 %
on the assessable income arising in the UK during its tax year.

 As
of December 31, 2022, the operations in the UK incurred approximately $ 6,352,644 of cumulative NOLs which can be carried forward to offset
future taxable income indefinitely. The Company has provided for a full valuation allowance against the deferred tax assets of $ 6,352,644
on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that
these assets will not be realized in the future.

 The
Company's tax returns are subject to examination by HM Revenue & Customs, for the years ended 2023 and 2022.

 NOTE
13 - STOCKHOLDERS' EQUITY (DEFICIT)

Stock

 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.

 Special
2019 Series A Preferred Stock

 The
Company has designated one ( 1) share of Series A Preferred Stock, par value $ 0.001.

 On
March 12, 2021, the Company amended the designation of the Special 2019 Series A Preferred shares and removed the right of the holder
to convert the Special 2019 Series A Preferred share to 500,000,000 shares of common stock of the Company.

 F- 20

 The
holder of the Special 2019 Series A Preferred Stock is entitled to 60% of all votes entitled to vote at each meeting of stockholders
of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders
of the Corporation for their action or consideration.

 On
September 6, 2022, the Company repurchased $ 60,000 and canceled the Special 2019 Series A Preferred Stock held by Mr. Morris via the
issuance of a related party note payable (see Note 10 - Related Party Transactions).

 As
of December 31, 2022, the Company had 0 shares of 2019 Series A Preferred stock issued and outstanding, respectively.

C Convertible Preferred Stock

 On
March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, establishing 2,000 shares of the Company's
Series C Convertible Preferred Stock, with a stated value of $ 1,200 per share.

the year ended December 31, 2022, the Company declared dividends of $ 64,292, of which $ 22,133 was paid via the issuance of 116,799 shares
of common stock, $ 20,026 was paid in cash, and $ 22,133 remained declared but unpaid at December 31, 2022.

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

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

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

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

 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 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.

 F- 21

 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 Series C Preferred Stock shares.

 The
Company agreed to issue Proactive commitment shares of 8 Series C Convertible Preferred Stock shares 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 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 $ 155,000 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 (US$ 525,291 at December 31, 2022). 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.

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

Stock

 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 corporation's stockholders is sought.

 F- 22

the years ended December 31, 2023, and 2022, the Company issued common shares as follows:

 Year
ended December 31, 2022

 147,960
 shares for Executive Board Chair services valued at $ 75,460.

 7,874,108
 shares for Investor Relations and Consulting services valued at $ 2,044,061.

 140,000
 shares for Debt conversion of Investor Relations fee valued at $ 28,000.

 793,039
 shares as commitment shares under the Equity Financing Agreement valued at $ 379,814.

 345,220
 shares as compensation for loan waiver under Series C Preferred Stock share purchase agreement valued at $ 71,703.

 4,706,096
 shares for conversion of convertible notes issued in 2021 valued at $ 2,353,048.

 116,799
 shares for dividend due on Series C Preferred Stock to September 30, 2022, valued at $ 22,133.

 Year
ended December 31, 2023

 1,455,784
 shares for Investor Relations valued at $ 285,338

 625,000
 shares for Consulting Services valued at $ 89,063

 500,000
 shares for Professional Services valued at $ 65,000

 311,159
 shares for Series C Preference Share Dividends valued at $ 43,805.

 2,489,186
 shares for Loan Resolution Agreement valued at $ 821,431

 As
at December 31, 2023, and 2022, the Company had 159,690,447 and 154,309,318 shares, respectively, of common stock issued and outstanding.

 The
Company identified conversion features embedded within warrants issued during the year ended December 31, 2022. The Company has determined
that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision,
which could cause adjustments in redemption value and number of shares issued upon exercise (see Note 11 - Warrant Liability).

 A
summary of activity during the period ended December 31, 2023, and 2022 follows:

 SUMMARY OF WARRANTS ACTIVITY

 Warrants Outstanding

 Remaining life

 (years)

 Outstanding, December 31, 2021

 —

 $
 —

 —

 0.32

 4.27

 —

 —

 —

 Forfeited/canceled

 —

 —

 —

 Outstanding, December 31, 2022

 0.32

 4.27

 —

 —

 —

 —

 —

 —

 Forfeited/canceled

 —

 —

 —

 Outstanding, December 31, 2023

 $
 0.32

 4.27

 F- 23

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

 SUMMARY OF INFORMATION RELATING
TO OUTSTANDING AND EXERCISABLE WARRANTS

 Warrants Outstanding

 Warrants Exercisable

 Remaining Contractual

 life (in years)

 941,599

 3.18

 $
 0.34

 941,599

 $
 0.34

 472,205

 3.19

 0.34

 472,205

 0.34

 562,149

 3.32

 0.35

 562,149

 0.35

 3.40

 0.22

 0.22

 3.48

 0.22

 0.22

 3.27

 $
 0.32

 $
 0.32

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

Incentive Plan

 On
May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the
"2022 Equity Incentive Plan") and, unless earlier terminated, will continue until May 25, 2032. A total of 28,400,000 shares
of common stock may be issued under the 2022 Equity Incentive Plan.

 The
2022 Equity Incentive Plan aims 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 mainly dependent.

the year ended December 31, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, the Company elected to award 8,400,000
RSUs to two Company executives pursuant to their employment agreements, with 50 % vesting on June 1, 2023, and June 1, 2024.

 The
executives forfeited the award of 8,400,000 RSUs upon their termination of employment on January 31, 2023.

 On
April 1, 2023, the Company granted options for purchasing our Common stock to executives, management, and a non-executive director as
consideration for time served. The terms of the stock option grants are determined by our Board of Directors and consistent with our
2022 Equity Incentive Plan.

 Our
stock option grant general policy is that options vest 40% after 90 days of service, and the remaining options vest monthly over two
years. The maximum term is ten years.

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

 SUMMARY OF STOCK OPTION ACTIVITY

 Weighted-Average

 (per share)

 Outstanding as of December 31, 2022

 -

 $
 -

 14,400,000

 -

 -

 Forfeited or expired

 -

 -

 Outstanding at December 31, 2023

 14,400,000

 $

 Exercisable at December 31, 2023

 10,032,000

 Weighted-average fair value of options granted in the period

 $
 0.1518

 F- 24

 The
total intrinsic value of options on December 31, 2023, is zero because the closing stock price was below the weighted average exercise
value. The weighted average fair value of stock options granted during 2023 was based on the Black-Scholes option pricing model using
the following weighted average assumptions. See below for reference to the Company's valuation methodologies for these grants.

OF THE WEIGHTED AVERAGE FAIR VALUE OF STOCK OPTIONS

 Expected life in years

 9.25

 Risk-free interest rate

 3.88
 %

 Annual forfeiture rate

 %

 Volatility

 %

 Expected dividend yield

 %

 The
following table summarizes certain information regarding the Company's non-vested shares as of the year ended December 31, 2023:

OF NON-VESTED SHARES

 Number of Shares

 Weighted-Average

 Grant Date

 Fair Value

 Non-vested as of December 31, 2022

 -

 $
 -

 14,400,000

 Forfeited or expired

 -

 -

 Vested

 ( 10,032,000
)

 Non-vested as of December 31, 2023

 4,368,000

 $

 The
following table summarizes the stock options exercisable for the year ended December 31, 2023:

 SUMMARY OF STOCK OPTION ACTIVITY

 Options

 Options

 Outstanding

 Exercisable

 Number of shares

 14,400,000

 10,032,000

 Weighted-average contractual life in years

 9.25

 9.25

 Weighted-average exercise price

 $

 $
 0.1618

 Intrinsic value

 $
 0.00

 $
 0.00

 As
of December 31, 2023, the Company recognized $ 1,559,598 in compensation costs. There were $ 626,773 of unrecognized compensation costs
related to non-vested share options, which we will recognize over the next 18 months.

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

 F- 25

 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 ("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, GHS has provided $ 0 under
the EFA.

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

 NOTE
14 - COMMITMENTS AND CONTINGENCIES

 Lease

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

the years ended December 31, 2023, and 2022, the Company paid $ 2,400 and $ 1,000 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.

 Investor
Relations

 On
February 14, 2023, the Company entered into a Consulting Agreement with Beyond Media SEZC. The term of the agreement is twelve months.
Beyond Media will receive $ 7,000 monthly in cash and will be issued 1,000,000 shares of common stock valued at $ 180,000 for entrance
into the agreement.

 On
June 15, 2023, the Company entered into a Consulting Agreement with Launchpad LLC. The term of the agreement is six months. Launchpad
LLC will receive $ 3,000 in cash per month.

 Steven
Saunders, Former Chief Commercial Officer and Director

 On
July 1, 2021, the Company entered into an employment agreement with Steven Saunders, Chief Commercial Officer and Director. The term
is three years. Mr. Saunders will receive monthly cash compensation of $ 15,000 reduced by $ 3,820 until at least $ 5,000,000 funding has
been received through the S-1 offering.

 On
May 31, 2022, the Company entered into an Amended Employment Agreement with Stephen Saunders.
The Company will compensate Mr. Willard with a $ 144,000 base salary per annum. When the Company has secured $ 5 million in debt or equity
financing base salary will be increased to $ 180,000 per annum. When the Company receives $ 10 million in debt or equity the base salary
will be $ 240,000 per annum.

 On
May 31, 2022, the Company agreed to further compensate Mr. Saunders with 3,000,000 restricted stock units, which vests 1,500,000 on June
1, 2023, and 2024, under the Equity Incentive Plan.

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

 F- 26

 Rik
Willard, Former Chief Executive Officer and Director

 On
August 15, 2021, the Company entered into an employment agreement with Rik Willard, Chief Executive Officer and Director. The term is
1 year commencing. Mr. Willard will receive monthly cash compensation of $ 15,000 reduced by $ 3,000 until at least $ 5,000,000 funding
has been received through the S-1 offering. Mr. Willard was also granted a signing bonus of 102,040 restricted shares, which were issued
in June 2021.

 On
May 25, 2022, the Company entered into an Amended Employment Agreement with Rik Willard.
The Company will compensate Mr. Willard with a $ 144,000 base salary per annum. When the Company has secured $ 5 million in debt or equity
financing base salary will be increased to $ 180,000 per annum. When the Company receives $ 10 million in debt or equity the base salary
will be $ 240,000 per annum.

 On
May 25, 2022, the Company agreed to further compensate Mr. Willard with 5,400,000 restricted stock units, which vests 2,700,000 on June
1, 2023, and 2024, under the Equity Incentive Plan.

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

 Stephen
Morris, Founder, Chief Technical Officer and Director

 On
April 1, 2023, the Company entered into an Amended Employment Agreement with Stephen Morris, Founder, Chief Technical Officer, and Chair.
The Company will compensate Mr. Morris $ 450,000 base pay per annum with payments reduced by 60 % to $ 180,000 per annum until the Company
has secured $ 5,000,000 in debt or equity financing.

 On
April 1, 2023, the Company agreed to grant Mr. Morris an option to purchase 3,360,000 shares of
common stock at $0.187 per share (628,320), under the 2022 Incentive Plan. The options were fully vested as Mr.
Morris completed over two years and three months of service

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

 David
Chetwood, Chief Financial Officer and Director

 On
April 1, 2023, the Company entered into an Amended Employment Agreement, effective February 10, 2023, with David Chetwood, Chief Financial
Officer and Director. The Company will compensate Mr. Chetwood $ 450,000 per annum base pay with payments reduced by 60 % to $ 180,000 per
annum until the Company has secured $ 5,000,000 in debt or equity financing.

 On
May 12, 2023, the Company agreed to grant Mr. Chetwood an option to purchase 3,360,000 shares of common stock at $0.1625 per share ($546,000),
with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022 Incentive Plan.
As of December 31, 2023, there were 218,066 non-vested share options, which we will recognize over the next 16 months.

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

Burks, Chief Executive Officer and Director

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

 On
July 1, 2023, the Company agreed to grant Mr. Burks an option to purchase 4,800,000 shares of common stock at $0.1353 per share
($649,440), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022
Incentive Plan. As of December 31, 2023, there were $ 291,860 non-vested share options, which we will recognize over the next 18
months.

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

 Paul
Morrissey, Director

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

 On
July 6, 2023, the Company agreed to grant Mr. Morrissey an option to purchase 1,920,000 shares
of common stock at $0.1353 per share ($259,776), with 40% vesting after 90 days of service and 60% vesting monthly over the following
two years, under the 2022 Incentive Plan. As of December 31, 2023, there were $ 116,746 non-vested share options, which we will
recognize over the next 18 months.

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

 NOTE
15 - SUBSEQUENT EVENTS

 The
Company has evaluated subsequent events through March 20, 2024 when the financial statements were available to be issued. The
Company has concluded no subsequent events have occurred that require disclosure.

 F- 27

 2.
Financial Statement Schedules

 All
schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the "Commission")
are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures
are contained in the financial statements included herein.

 3.
Exhibits (including those incorporated by reference).

 (b)
The following exhibits are filed as a part of this Annual Report on Form 10-K:

 Exhibit
 No.

 Exhibit
 Description

 3.1*

 Amended and Restated Bylaws of Bubblr Inc.

 3.2 *

 Certificate of Designation for Series C Convertible Preferred Stock

 4.1 *

 Common Stock Purchase Warrant dated March 4, 2022, in favor of GHS Investments

 4.2 *

 Common Stock Purchase Warrant dated March 9, 2022, in favor of Proactive Capital Partners LP

 4.3 *

 Common Stock Purchase Warrant dated April 25, 2022, in favor of GHS Investments

 4.4 *

 First Amendment to Loan Agreement, dated May 23, 2022

 4.5 *

 Common Stock Purchase Warrant dated May 25, 2022, in favor of GHS Investments

 4.6 *

 Common Stock Purchase Warrant dated June 24, 2022, in favor of GHS Investments

 4.7 *

 Second Amendment to Loan Agreement, dated September 6, 2022

 4.8 *

 New Loan Agreement, dated September 7, 2022

 4.9 *

 Amendment No. 2 to Convertible Promissory Note 2021-06-30, dated December 15, 2022

 4.10 *

 Amendment No. 2 to Convertible Promissory Note, 2021-11-05 dated December 15, 2022

 4.11 *

 Third Amendment to Loan Agreement, dated December 20, 2022

 10.1 *

 Securities Purchase Agreement dated March 4, 2022, with GHS Investments

 10.2 *

 Securities Purchase Agreement dated March 9, 2022, with Proactive Capital Partners LP

 10.3 *

 Equity Financing Agreement dated March 9, 2022, with GHS Investments

 10.4 *

 Registration Rights Agreement dated March 9, 2022, with GHS Investments

 10.5 *

 Termination and Release Agreement dated March 22, 2022, with White Lion Capital LLC

 10.6 *

 Amended and Restated Employment Agreement dated May 31, 2022, with Rik Willard

 10.7 *

 Amended and Restated Employment Agreement dated May 31, 2022, with Steven Saunders

 10.8*

 2022 Incentive Plan

 10.9 *

 Separation Agreement with Rik Willard dated January 31, 2023

 10.10 *

 Separation Agreement with Steve Saunders dated January 31, 2023

 10.11 *

 Employment Agreement with David Chetwood dated February 10, 2022

 10.12 *

 Employment Agreement with Timothy Burks dated April 1, 2022

 10.13 *

 Share Option Grant with Timothy Burks dated April 1, 2022

 10.14 *

 Amended Employment Agreement with David Chetwood dated April 1, 2023

 10.15 *

 Share Option Grant with David Chetwood dated April 1, 2022

 10.16 *

 Employment Agreement with Stephen Morris dated April 1, 2023

 10.17 *

 Share Option Grant with Stephen Morris dated April 1, 2022

 10.18 *

 Amended Employment Agreement with Timothy Burks dated December 31, 2022

 10.19*

 Second Amended Employment Agreement with David Chetwood dated December 31, 2022

 10.20*

 Amended Employment Agreement with Stephen Morris dated December 31, 2022

 21.1*

 List of Subsidiaries

 31.1*

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

 31.2*

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

 32.1**

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

 32.2**

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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 **
Furnished herewith.

 ITEM
16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

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

 March

 Inc.

 By:

 /s/
 Timothy Burks

 Burks

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Timothy Burks

 Chief
 Executive Officer, Principal Executive Officer and Director

 March

 Burks

 /s/
 David Chetwood

 Chief
 Financial Officer, Principal Financial Officer and Principal Accounting Officer

 March

 David
 Chetwood

 /s/
 Stephen Morris

 Chief
 Technology Officer and Director

 March

 Stephen
 Morris