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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, 2024

 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.)

 N Gould St. Ste R

 Sheridan,
 Wyoming

 82801

 (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, 2024, the last
business day of the registrant's last completed second quarter, based upon the closing price of the common stock of $0.021 on such
date is $ 3,483,073.

 As
of March 31, 2025, there were 165,860,597 shares of the issuer's common stock, par value $ 0.01, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 Item

 Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 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

 Exhibits and Financial Statement Schedules

 Item

 Form 10-K Summary

 CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

 our
 analysis of the target market for our platform;

 the
 impact of COVID-19, Norovirus, and 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 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 ordinary course of our public disclosure practices. Additionally, the discussion
regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes
included in this Form 10-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 fully-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.

 Business
Overview

Inc., d/b/a Ethical Web AI ("EW") is an artificial intelligence ("AI") company that has patent-protected (granted
and pending) intellectual properties. Following a sustained period of technical development led by its renowned founder, Steve Morris,
the Company is now entering a phase of revenue growth driven by the launch of a suite of highly innovative new products and establishing
of a new executive team. The latest products will offer genuinely value-adding search experiences for consumers and enterprises alike
and ultimately facilitate a more ethical and equitable digital engagement model.

 EW
is pivoting towards a clear, revenue-focused, go-to-market strategy around its new core product offerings. There are two core components
- AI Seek and EW Platform. In Q1, the emphasis will be on AI Seek and, specifically, the launch of an enterprise-grade version that addresses
a significant new market opportunity. Currently, there is a key restriction on the deployment of generative AI in many corporate entities.
Primarily, these are entities where sensitive data control is essential for doing business, such as finance, healthcare, and government
applications.

 AI
Seek Enterprise

 Although
the enterprise version is a new product, it is derived from an existing and proven generative AI product called AI Seek, which is a consumer
generative AI proposition that enhances existing generative AI applications such as Chat GPT 4.0. The consumer version of this product
was launched in 2023 and has been continually improved. A minimum viable product version of AI Seek Enterprise will be available in February
2025.

 This
is a generative AI product for those companies that do not allow their staff to use generative AI products for fear of sensitive data
leaving the building. Mainly due to data privacy and security concerns, many corporations have implemented bans on using Gen AI tools
like ChatGPT. Despite these prohibitions, reports indicate that employees continue to use such tools clandestinely. A survey by Cisco
revealed that 27% of organizations had banned generative AI applications. However, many employees admitted to inputting sensitive data
into these tools, including non-public company information (48%) and employee information (45%).

 We
believe this market opportunity to be significant and are already well advanced in discussions with a global service provider to bundle
our proposition within a broader services proposition. This will ensure an extremely low customer acquisition cost and the opportunity
to scale at an accelerated rate. Based on current pricing, we believe we can deliver a gross margin that will help drive the company
towards being cash-flow positive before the end of 2025.

 In
Q2, we will then target our first direct enterprise clients, specifically the financial services sector, where the data privacy concerns
are most pronounced. We aim to secure our first direct enterprise client by the end of Q2.

 AI
Seek Consumer

 Following
the successful launch of this product in 2023, we will be driving a licensing model that drives towards new strategic partners who have
a strong presence in Education and/or the K12 market. The ability to completely customize the search parameters to ensure a "safe"
and trackable experience is a key differentiator. We aim to have agreed on a rollout plan with a credible partner shortly.

 Ethical
Web Platform

 The
Ethical Web Search platform is the technical manifestation of patent No. 10977387. Over time, the platform will radically change the
internet for the better and will provide a credible alternative to the key incumbent players. The field of search is evolving with the
emergence of vertical-specific apps, e.g., Just Eat for Takeaway. These apps search based on inventory, giving the user a current
view and improved user experience.

 EW's
platform will allow local communities (mainly local news media companies) to build their own engagement model for their existing merchants
using an app. The objective is to offer the media company/community a clear path to accelerated revenue. There are several other key
benefits for both media companies and merchants:

 Decentralisation
 of control, revenue collection, and delivery allows us to build a global network of locally managed super apps that all use the same
 database.

 Completely
 anonymous for consumers to use. No registration, no behavioral data tracking

 It
 is advertisement-free. Suppliers are listed on the global network by paying a simple monthly subscription.

 A
 new, low-cost marketplace that allows small businesses to compete on a level playing field with global corporations

 In
2025, we expect to sign up our first test media company to trial this offering and co-develop a coherent go-to-market strategy.

 The
launch of these community-focused apps is 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 that are not immediately available, enabling future transaction fulfillment. The platform ensures
user anonymity and places consumers in complete control of communication channels, transforming the way they interact with online marketplaces.

 Intellectual

 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 unique 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 unique way for consumers to search for information only, which again is fundamentally different
from traditional search engines. The technical manifestation of this patent is the AI Seek AI LLM (Large Language Model), as it works
exceptionally well with AI LLMs such as Chat GPT 4 and Claude 2.

 We
have also 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 utility patent resolves a significant issue with existing foundation AI LLM, such as Chat GPT and
Claude 2, whereby they cannot provide information that needs contemporaneous data. This is because the established AI LLMs have a training
data database that was limited to some point in the past. For example, Chat GPT's training data only goes up to September 2021.
Claude 2 will be updating their training data to January 2023. This utility patent uses an internally trained AI LLM that identifies
those search prompts that require contemporaneous data (for example, stock prices and sports data) and augments the prompt with the necessary
contemporaneous data to radically improve AI LLM's output to include references to the required contemporaneous data. The technical
manifestation of this patent is delivered in version 4 and beyond of our AI Seek consumer app.

 Government
Regulation

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

 In
the area of information security and data protection, we are committed to upholding the highest standards. Most states and countries
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 implement. The costs of compliance with these
laws and regulations may increase in the future due to amendments or changes in interpretation. However, our commitment to data protection
remains unwavering. Furthermore, any failure on our part to comply with these laws and regulations may subject us to significant liabilities,
which we are actively working to avoid.

 We
are also subject to federal, state, and foreign laws and regulations regarding data privacy and protection. Our privacy policies describe
our practices concerning using, storing, transmitting, and disclosing personal information, including visitor and user data. Any failure
by us to comply with these terms or privacy-related laws and regulations could result in proceedings against us by governmental authorities
or others, which could harm our business. In addition, the interpretation of privacy and data protection laws and regulations and their
application to online services are unclear, evolving, and in a state of flux. For example, in October 2015, the highest court in the
European Union invalidated reliance on the US-EU Safe Harbor regime as one of the legally recognized mechanisms under which the personal
data of European citizens could be transferred to the United States. There is a risk that these laws and regulations may be interpreted
and applied in conflicting ways from state to state, country to country, or region to region, and in a manner inconsistent with our current
data protection practices or that new laws or regulations will be enacted. In addition, because our platform will be accessible worldwide,
certain foreign governments may claim that we are required to comply with their laws and regulations, including with respect to the storage,
use, and disclosure of user information, even in jurisdictions where we have no local entity, employees, or infrastructure. Complying
with these varying domestic and international requirements could cause us to incur additional costs and change our business practices.
Further, any failure by us to adequately protect our users' privacy and data could result in a loss of user confidence in our services
and in a loss of users, which could adversely affect our business.

 Employees

 As
of December 31, 2024, we have four full-time employees, not represented by any labor union.

 Legal
Proceedings

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

 Smaller
Reporting Company

 The
Company is a "smaller reporting company" defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including (1) not being required to comply with the auditor 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 remain available.

 Implications
of Being an Emerging Growth Company

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

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

 1.

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

 2.

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

 3.

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

 4.

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

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

 The
JOBS Act also provides that an emerging growth company may take advantage of an extended transition period to comply with new or revised
accounting standards. We have irrevocably elected not to avail ourselves of this exemption, 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 cannot 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 to it 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 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 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
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 $1,947,851 as of December 31, 2024. 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 evaluate our operations accurately.

 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 usually encountered by new companies and the high rate of failure
of such enterprises. The likelihood of success must be evaluated considering 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 soon. 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 the 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 because of a number of factors, some of which are beyond our control, including but not limited to:

 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 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 and AI products do 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 platform 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, AI products, and
IP may not occur as anticipated or may decrease, either generally or in specific geographic markets. 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. In the event our products do not achieve broad market acceptance, we may not be able to reach our anticipated level of growth,
or revenues and results of operations would suffer.

 If
we are unable to gauge trends and react to changing partner's preferences in a timely manner, our sales will not increase, 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, and products
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, failing in 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 manage growth successfully, 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 effectively 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 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 contractual, 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 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. We could be prevented from commercializing
a product or forced to cease some aspect of our business operations because of patent infringement claims, which would harm our business.

 A
decline in general economic conditions could lead to reduced consumer/business adoption. It 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 financial 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 significant 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 primarily on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive.
To maintain and improve 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 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 effectively 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 to minimize unintended, harmful impacts.

 One
of the significant risks associated with AI is the potential for bias in the data used to train AI systems. If the algorithm data sets
we use to train our AI system are 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 be 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 valuable tool for our sales staff. Our marketing and distribution
strategy is 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, 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 by third parties to enhance the transmission
security of confidential information in relation to financial and other sensitive information that we have on file. Advances in computer
capabilities, 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 can 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 scale our operations further successfully.

 We
plan to grow rapidly through further integration of our technology in partnerships 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 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
will 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 innovative technologies, applications,
features, and services may cost more than expected, may take longer than initially 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, New Zealand, and South Africa. The patent is currently pending in Australia, the European Union, and the 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 on trade secrets, proprietary technology, nondisclosure and other contractual agreements, and technical measures to protect
our technology, application, design, and manufacturing knowledge. We 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 becomes 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 an interruption in the 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 more significant 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 with 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,
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 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 include 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 will 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 the 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. We may also face 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 is expensive, even if the claims are without merit or do not 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 substantial 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 the advertiser's increased costs. It 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 our users or us 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 Technical Officer. If we fail
to keep them or fail to attract and retain qualified senior executives and key technical personnel, our business will not be able to
expand.

 We
are dependent on the continued availability of Tom Symonds, our Chief Executive Officer, David Chetwood, our Chief Financial Officer,
and Steve Morris, our Chief Technical Officer, and the availability of new skilled employees to implement our business plans. The market
for qualified 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 keep 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.

 Risks
Related to the Market for Our Stock

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

 We
will 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 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 the 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 we may issue 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 the issuance of up to 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, at 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 several factors,
many of which are beyond our control.

 Our
stock price is subject to several 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;

 Intellectual
 property disputes;

 Additions
 or departures of key personnel;

 Sales
 of our common stock;

 Most
 Favored Nation protection of one of our preferred equity investors, which could limit our ability to raise money at reasonable market
 prices;

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

 Our
 ability to execute our business plan;

 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 because 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 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 that define "penny stock" to be any listed, trading equity security
that has a market price of 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 the 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 require that prior to a transaction in a penny stock, the broker-dealer makes a special written
determination that the penny stock is a suitable investment for the purchaser and receives 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 soon. 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 soon. 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.

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
expertise, 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 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 history 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 appealing because
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, 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. 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 are 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, mainly 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. To maintain
and 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 as regulatory and governing bodies provide new guidance. 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. Suppose 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. In that case, regulatory authorities may initiate legal proceedings against us, and our business
may be adversely affected.

 As
a smaller reporting company, we are exempt from specific 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 give 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 adverse 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 will decline. If one or more of these analysts cease coverage of us or fail to
publish reports on us regularly, we could lose visibility in the financial markets, which could cause our share price or trading volume
to decline.

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 rises the effective price
of our products sold in United States dollars in other countries, which may require us to lower its prices or adversely affect sales
to the extent we do not increase local currency prices. The decreased strength of the United States dollar could adversely affect the
cost of 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. 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 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 the United
States or 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 to determine the appropriateness of our tax obligations, there
can be no assurance that we will accurately predict the consequences 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
1C. CYBERSECURITY

 In
today's digital landscape, cybersecurity is a critical component of our business operations. We are committed to safeguarding information
systems, data, and technology infrastructure from potential cyber threats, unauthorized access, and data loss. We have implemented robust
policies, procedures, and security measures to mitigate risks, ensure compliance with applicable laws and regulations, and maintain the
trust of our stakeholders.

 We
actively monitor and adapt to the evolving cybersecurity landscape through continuous assessment. Despite these efforts, the potential
for breaches, attacks, or system failures remains a risk, which could lead to service disruptions, financial losses, legal liabilities,
or reputational harm. We will continue to prioritize investments in cybersecurity to enhance our defenses and resiliency against emerging
threats.

 In
all known cases to date, the company's systems and protocols have successfully detected and mitigated these attempts with no impact
on operations or data integrity.

 ITEM
2. PROPERTIES.

 None.

 ITEM
3. LEGAL PROCEEDINGS.

 We
may, from time to time, be involved in various claims and legal proceedings of a nature we believe are usual and incidental to our business.
These matters may include product liability, intellectual property, employment, personal injury caused 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 the 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." OTC Markets Group, Inc., an electronic inter-dealer
quotation medium for equity securities, operates the OTCQB. The market for the Company's Common Stock is limited, volatile, and
sporadic. 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
 2024

 High

 Low

 First

 $
 0.1000

 $
 0.0251

 Second

 $
 0.0395

 $
 0.0170

 Third

 $
 0.1000

 $
 0.0173

 Fourth

 $
 0.0600

 $
 0.0220

 Fiscal
 2023

 High

 Low

 First

 $
 0.4000

 $
 0.1201

 Second

 $
 0.1980

 $
 0.0951

 Third

 $
 0.1500

 $
 0.0330

 Fourth

 $
 0.1130

 $
 0.0300

 (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. The disclosure also must 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 must
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 31, 2025, we had 165,860,597 shares of our common stock outstanding, and there were approximately 4,800 stockholders of record
of our common stock. There were 823 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 31, 2025, 165,860,597
shares of our common stock were issued and outstanding.

 Preferred
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 31, 2025,
823 shares of our Series C Convertible Preferred Stock were issued and outstanding.

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 Stocks 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 Stocks 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.

 When
allowed by Wyoming law, 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. The dividend
shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether earned or declared, and whether
there are profits, surplus, or other funds of the Company legally available for the payment of dividends.

 The
Series C Convertible Preferred Stock 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 shares by the Conversion Price (as set forth in the Certificate of Designation).

 There
are also Purchase Rights and Most Favored Nation Provisions in favor of the holders of our Series C Preferred Stock.

 As
of March 31, 2025, there were 823 outstanding shares of Series C Convertible Preferred Stock outstanding.

 On
March 4, 2022, the Company issued warrants to purchase 75% of the number of shares of common stock issuable upon conversion of the Series
C Convertible Preferred Stock. The Company has agreed to register shares of common stock pursuant to the conversion of the Series C Convertible
Preferred Stock and the Warrant Shares. There was no warrant activity during the years 2024 and
2023.

 The
following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2024:

 Warrants Outstanding

 Warrants Exercisable

 Remaining
 Contractual life

 Weighted
Average

 Weighted
Average

 (in years)

 941,599

 0.80

 0.34

 941,599

 0.34

 472,205

 0.40

 0.34

 472,205

 0.34

 562,149

 0.50

 0.35

 562,149

 0.35

 0.26

 0.22

 0.22

 0.27

 0.22

 0.22

 2.23

 0.32

 0.32

 As
of December 31, 2024, the remaining life of the outstanding and exercisable warrants is two and a half years.

 As
of December 31, 2024, the intrinsic value of the warrants is $0, as the price of the Company's stock was below the warrant exercise
price.

 Dividends

 The
Company has not declared any cash dividends on Common Stock since inception and does not anticipate paying any cash dividends soon. 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 when such payments
are allowed by Wyoming law. Dividends shall be paid quarterly, and at the Company's discretion, in cash or Series C Convertible
Preferred Stock. The dividend shall be deemed to accrue from the date of issuance of the Series C Convertible Preferred Stock, whether
earned or declared, and whether there are profits, surplus, or other funds of the Company legally available for the payment of dividends.

 Equity
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 dependent.

 The
Company may grant restricted stock units or stock options for purchasing our common stock. The terms of the stock option grants are determined
by our Board of Directors and consistent with our 2022 Equity Incentive Plan. The terms for stock options are ten years.

 If
the participant is terminated, the participant will forfeit non-vested Stock Units awarded to date. After termination, the participant
has ninety days to exercise stock options before they expire.

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. Two participants with long-term service received stock options that vested 100% on the Grant
Date. Three participants received stock options under our general policy, vesting 40% on the Grant Date, which is 90 days after commencement
of service, and the remaining options vest monthly over two years.

the year ended December 31, 2024, the Company granted options for purchasing our Common stock to certain employees and non-employees
as consideration for services rendered. Two participants received stock options that vested 100% on the Grant Date. One participant received
stock options under our general policy, vesting 40% on the Grant Date, and the remaining options vest monthly over two years.

 The
following table summarizes the stock options activity for the year ended December 31, 2024, and 2023:

 of Shares

 2024

 2023

 Outstanding
 at the beginning of the year

 -

 Exercised

 10,200,000

 Forfeited

 (1,848,000
)

 -

 Expired\Cancelled

 (5,372,000
)

 -

 Outstanding
 at the end of the year

 17,380,000

 Exercisable

 15,649,000

 10,032,000

 Weighted-average

 $
 0.0937

 $
 0.0156

 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:

 Year
ended December 31, 2023

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

 625,000
 shares for Consulting Services valued at $100,000

 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

 Year
ended December 31, 2024

 200,000
 shares for Advisory Board services valued at $10,000.

 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
contains forward-looking statements based on 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 because 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, 2024, and 2023

 Revenues

 Year
 Ended December 31,

 2024

 2023

 Sales

 $
 5,349

 $
 2,620

 $
 2,729

 %

 Total
 revenue

 $
 5,349

 $
 2,620

 $
 2,729

 %

 Revenues
were $5,349 and $2,620 in 2024 and 2023, respectively. 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.

Expenses

 Our
operations for the year ended December 31, 2024, and 2023 are outlined below:

 Year
 Ended December 31,

 2024

 2023

 %

 and administrative

 $
 613,930

 $
 1,859,969

 $
 (1,246,039
)

 (67
 %)

 Professional
 Fees

 116,959

 288,106

 (171,147
)

 (59
 %)

 Sales
 and marketing

 24,486

 514,911

 (490,425
)

 (95
 %)

 and depreciation

 472,764

 197,322

 275,442

 %

 Research
 and development

 55,273

 61,106

 (5,833
)

 (10
 %)

 Total
 operating expense

 $
 1,283,412

 $
 2,921,414

 $
 (1,638,002
)

 (56
 %)

and administrative

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, salaries and wages, office costs, computer software, and telecoms. The decrease in general and administrative
costs was primarily due to reduced compensation costs because of terminations in 2024 and fewer stock options issued in 2024.

 Professional
fees

 Professional
fees consist of costs concerning legal, accounting, and consulting services. The decrease in professional fees was primarily due to lower
legal expenses in 2024.

 Sales
and marketing

 Sales
and marketing costs are costs incurred for investor relations, advertising, marketing, press releases, and public relations. The cost
decrease is due to reducing investor relations services and marketing in 2024.

and depreciation

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 increase in costs is primarily due to an adjustment to the amortization of intellectual
property.

 Research
and Development

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

 Other
Income (Expenses)

 Our
other income for the year ended December 31, 2024, and 2023 are outlined below:

 31,

 2024

 2023

 Other
 income

 $
 14,192

 $
 71,975

 $
 (57,783
)

 (80
 %)

 income

 -

 (104
)

 (100
 %)

 expense

 (6,242
)

 (13,476
)

 7,234

 (98
 %)

 Disposal
 and impairment of fixed assets

 (48,133
)

 -

 (48,133
)

 %

 Gain
 on change in fair value of warrant derivative liability

 6,652

 159,363

 (152,711
)

 (96
 %)

 currency transaction (gain) loss

 (141
)

 50,178

 50,319

 (100
 %)

 Total
 other income (expense)

 $
 (33,672

 $
 268,144

 $
 (301,816
)

 (113
 %)

 Other

 Other
income consists primarily of R&D tax credits of $0 and $78,497 in 2024 and 2023, respectively.

 The
Company earns interest income from its cash reserves.

Expense

expense consists primarily of interest the Company must pay on its borrowings and vehicle financing.

 The
decrease in interest expense during the year ended December 31, 2024, as compared to 2023, due to selling the vehicle in February 2024.

 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.

 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, 2024, 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 on December 31, 2024.

 Net
Loss

 We
finished the year ended December 31, 2024, with a net loss of $1,313,026 as compared to a loss of $2,650,650 during the year ended December
31, 2023.

 Liquidity
and Capital Resources

 Working
Capital

 The
following table provides selected financial data about our company as of December 31, 2024, and 2023.

 31,

 2024

 2023

 $
 44,907

 $
 95,171

 $
 (50,264
)

 (53
)%

 Liabilities

 2,045,276

 $
 1,487,471

 $
 557,805

 %

 Working
 Capital Deficit

 $
 (2,000,369
)

 $
 (1,392,300
)

 $
 (608,069
)

 %

assets consist of cash and other receivables.

 The
decrease in current assets was primarily due to a reduction in other receivables.

Liabilities

Liabilities consist of accounts payable and accrued liabilities.

 The
increase in current liabilities was primarily due to a decrease of $52,590 in accounts payable and an increase of $121,000 in accrued
director fees, $566,358 in accrued wages and salaries, $86,688 in dividends payable, and a reduction of $158,247 in related-party loans.

 Working
Capital Deficit

 The
working capital deficit increased by $608,069.

 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 entirely. If
we get 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,

 2024

 2023

 Cash
 used in Operating Activities

 $
 (192,775
)

 $
 (255,547
)

 $
 67,772

 Cash
 used in Investing Activities

 $
 (243,472
)

 $
 (248,371
)

 $
 4,899

 Cash
 provided by Financing Activities

 $
 422,785

 $
 519,246

 $
 (96,461
)

 Cash
 on Hand

 $
 41,184

 $
 7,668

 $
 33,516

Activities

 The
decrease in cash used in operating activities was primarily due to cutting back on operation expenses in 2024.

 Investing
Activities

 Net
cash used in investing activities is on the development of intellectual property.

 Financing
Activities

 The
increase in net cash provided by financing activities was primarily due to the repayment of related party loans by converting debt to
shares in 2023.

 Cash
on Hand

 The
increase in net cash used in operating activities was primarily due to the receipt of related party loan funding in late December.

 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 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:

 Currency Translations

 Long-lived

 Taxes

Currency Translations

 The
functional currency of the Company's international subsidiaries is 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.

 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 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, 2024, and 2023, included herein.

 Off-Balance
Sheet Arrangements

 As
of December 31, 2024, 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-22 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 ("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. Our Board approved the engagement of the New Accountant of Directors.

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

 On
May 7, 2024, we received a letter from the Commission advising us that our auditor, BF Borgers CPA PC ("Former Accountant"),
had been suspended from appearing or practicing before the Commission as an accountant pursuant to Rule 102(e) of the Commission's
Rules of Practice. So, on May 8, 2024, we terminated our engagement with the Former Accountant, who is no longer our auditor.

 We
filed a Form 8-K on March 17, 2023, with the Commission regarding the termination of our Former Accountant.

 On
May 28, 2024, we engaged BCRG Group (the "New Accountant") as our independent registered public accounting firm. Our Board
approved the engagement of the New Accountant of Directors.

 We
filed a Form 8-K on May 30, 2024, with the Commission regarding the appointment of our New Accountant.

 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 periods specified in the SEC's rules and forms and that such information
is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow
timely decisions regarding required disclosure. Our management, with the participation of our CEO, who 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, 2024. 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, 2024. 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, 2024,
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 and Personnel.

 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 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, does 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, 2024 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

 Tom
 Symonds

 Chief
 Executive Officer and Director

 Chief
Technical Officer, Chairman of the Board and Director

 David

 Chief
 Financial Officer and Director

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

 Tom
Symonds

 Mr.
Symonds joined Bubblr on January 15, 2025. He has been working at the cutting edge of technology for 25 years. He has profound leadership
experience developed through managing large digital teams in the corporate space combined with hands-on CEO leadership of two early-stage
innovators.

 Immediately
prior to joining Bubblr, Mr. Symonds founded and led Immerse.io to become one of the recognized global leaders in immersive technology
for the enterprise. His understanding of how to apply innovative technology to generate revenue from enterprises will be invaluable to
EW. Prior to that, he was the CEO of Kublax, one of the pioneers of UK Fintech just as that sector was taking off and seeking to disrupt
the online retail banking space.

 His
digital career began at Sky, leading the internet business and transforming its web presence into a significant revenue generator and
robust sales and marketing tool.

 Aside
from that provided above, Mr. Symonds 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.

 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
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 Chief Executive Officer.

 On
February 12, 2023, Mr. Stephen Morris was appointed as Chair 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.

 David

 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.

 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 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 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 board of directors can adequately perform the functions of such committees.

 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, 2024, and 2023.

 Name
 and principal Position

 Year

 Salary

($)

 Bonus

($)

 Stock
 Awards

 ($)

 Option
 Awards

 ($)

 All
 Other
 Compensation
 ($)
 (1)(2)

 Total

($)

 Morris (1)

 2023

 -

 -

 -

 628,320

 -

 628,320

 CTO
 and Director

 2024

 -

 -

 -

 -

 -

 -

 Manfred
 Ebensberger

 2023

 -

 -

 -

 186,000

 -

 15,000

 Former
 CEO and Director

 2024

 -

 -

 -

 -

 -

 -

 Timothy
 Burks

 2023

 -

 -

 -

 649,440

 -

 649,440

 Former
 CEO and Director

 2024

 -

 -

 -

 -

 -

 -

 David

 2023

 -

 -

 -

 546,000

 -

 546,000

 CFO
 and Director

 2024

 -

 -

 -

 90,000

 -

 90,000

 (1)

 On
 January 25, 2023, Mr. Morris was appointed to the Board of Directors. On February 2, 2023, Mr. Morris was appointed 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 Chief Executive Officer and was appointed Chief Technical Officer.

 Management
Compensation

 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 of 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.

 On
October 17, 2024, the Company entered a Third Amended Employment Agreement with David Chetwood to reduce his base pay from $180,000 to
$90,000 per annum.

 Equity
incentive Plan

 On
May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the
"2022 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 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 $1,715,878, based on the common stock's market price on the agreements' respective dates, which ranged
from $0.1870 to $0.03 per share. The options typically vest at 40% after 90 days of service and 60% monthly over two years of service.

the year ending December 31, 2024, the Company issued under the 2022 Equity Incentive Plan a total of 10,200,000 stock options to Company
executives according to their agreements. A total of 7,220,000 stock options were forfeited, canceled, or expired. There were 17,380,000
stock options issued and 15,649,000 stock options exercisable on December 31, 2024.

 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 and 2024 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 of March 31, 2025, 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 30 N Gould St., Suite R, Sheridan, WY 82801.

 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.

 Stock

 Name
 of Beneficial Owner

 of
 Owned (1)

 Percent
 of
 Class (2)

 Tom
 Symonds

 971,734

 0.59
 %

 4,104,444

 2.48
 %

 David

 4,035,000
 (3)

 2.43
 %

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

 9,111,178

 5.50
 %

 Stock

 5%
 Holders

 of
 Owned (1)

 Percent
 of
 Class (2)

 Joachim
 Swensson

 9,711,873

 5.86
 %

 4,104,444

 2.48
 %

 (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 159,890,487 voting shares as of March 31,
 2025.

 (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 $1,097,039.

 The
first loan of $553,777 on December 31, 2024 (December 31, 2023: $125,910).

 The
second loan of $543,262 on December 31, 2024 (December 31, 2023: $552,639).

 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.

 Director
Independence

 The
Board of Directors is currently composed of three members.

 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. They 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.

 On
May 7, 2024, we received a letter from the Commission advising us that our auditor, BF Borgers CPA PC ("Former Accountant"),
had been suspended from appearing or practicing before the Commission as an accountant pursuant to Rule 102(e) of the Commission's
Rules of Practice. So, on May 8, 2024, we terminated our engagement with the Former Accountant, who is no longer our auditor.

 On
May 28, 2024, we engaged BCRG Group (the "New Accountant") as our independent registered public accounting firm. Our Board
approved the engagement of the New Accountant of Directors.

 The
following table sets forth the fees billed to our company for the years ended December 31, 2024, and 2023 for professional services rendered
by our independent registered public accounting firms:

 Fees

 2024

 2023

 Audit
 Fees

 $
 84,135

 $
 48,007

 Tax
 Fees

 7,387

 4,945

 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 2024 and 2023 fiscal years. The audit fee for our December 31, 2024, financial statements was $38,135.

 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, 2024, and 2023, no tax fees were billed or paid during those fiscal years.

 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 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 believes
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 – BCRG Group (ID 7158);

 Consolidated Balance Sheets as of December 31, 2024, and 2023;

 Consolidated Statements of Operations for the years ended December 31, 2024, and 2023;

 Consolidated Statement of Stockholders' Equity as of December 31, 2024, and 2023;

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023; 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 Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Bubblr, Inc. as of December 31, 2024 and 2023, 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 "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company's operating losses raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which it relates.

 Going
 Concern – As discussed in Note 1 to the consolidated financial statements, the
 Company has a going concern due to negative working capital and losses from operations which
 raises substantial doubt about its ability to continue as a going concern. Auditing management's
 evaluation of a going concern can be a significant judgment given the fact that the Company
 uses management estimates on future revenues and expenses, which are difficult to substantiate.
 To evaluate the appropriateness of the going concern, we examined and evaluated the financial
 information along with management's plans to mitigate the going concern and management's
 disclosure on going concern.

 /s/
 BCRG Group (PCAOB ID 7158)

 We
have served as the Company's auditor since 2024.

 Irvine,
CA

 March
31, 2025

 F- 1

 FINANCIAL
STATEMENTS

 BUBBLR
INC.

 Consolidated
Balance Sheets

31, 2024 and 2023

 2024

 2023

 31,

 2024

 2023

 ASSETS

 Assets:

 Cash

 $
 41,184

 $
 7,668

 Other
 receivables

 3,723

 87,503

 Total
 current assets

 44,907

 95,171

 Non-current
 Assets:

 and equipment, net

 —

 31,302

 assets, net

 1,181,944

 1,456,628

 Total
 non-current assets

 1,181,944

 1,487,930

 TOTAL
 ASSETS

 $
 1,226,851

 $
 1,583,101

 LIABILITIES
 AND STOCKHOLDERS' EQUITY (DEFICIT)

 Liabilities:

 Accounts
 payable

 $
 321,274

 $
 373,606

 Accrued
 liabilities

 1,724,002

 943,007

 Loan
 payable, current portion

 —

 12,611

 Loan
 payable - related party

 —

 158,247

 Loan
 payable

 —

 158,247

 Total
 current liabilities

 2,045,276

 1,487,471

 Non-current
 Liabilities:

 Loan
 payable – related party, non-current portion

 1,105,095

 552,639

 Warrant
 derivative liability

 32,464

 39,116

 Total
 non-current liabilities

 1,137,559

 591,755

 Total
 Liabilities

 3,182,835

 2,079,226

 Stockholders'
 Equity (Deficit)

 C Convertible Preferred Stock, $ 0.001 par value, 2,000 authorized, 903 and 903 shares issued and outstanding

 stock, $ 0.01 par value, 3,000,000,000 shares authorized; 159,890,447 and 159,690,447 shares issued and outstanding

 1,598,904

 1,596,904

 Additional
 paid-in capital

 13,090,218

 13,168,915

 Accumulated
 deficit

 ( 17,012,492
)

 ( 15,612,775
)

 Accumulated
 other comprehensive income

 367,385

 350,830

 Total
 Stockholders' Equity (Deficit)

 ( 1,955,984
)

 ( 496,125

 TOTAL
 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 1,226,851

 $
 1,583,101

 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, 2024 and 2023

 2024

 2023

 31,

 2024

 2023

 Revenue

 $
 5,349

 $
 2,620

 Cost
 of sales

 1,291

 —

 Gross
 Profit

 4,058

 2,620

 Expenses

 and administrative

 613,930

 1,859,969

 Professional
 fees

 116,959

 288,106

 Sales
 and marketing

 24,486

 514,911

 and depreciation

 472,764

 197,322

 Research
 and development

 55,273

 61,106

 Total
 operating expense

 1,283,412

 2,921,414

 loss

 ( 1,279,354
)

 ( 2,918,794
)

 Other
 income (expense)

 Other
 income

 14,192

 71,975

 income

 —

 expense

 ( 6,242
)

 ( 13,476
)

 Disposal
 of assets

 ( 48,133
)

 Gain
 on change in fair value of warrant derivative liability

 6,652

 159,363

 currency transaction (gain) loss

 ( 141
)

 50,178

 Total
 other income (expense)

 ( 33,672
)

 268,144

 Net
 loss before income tax

)

)

 Provision
 for income tax

 —

 —

 Net
 loss after income tax

 $
)

 $
)

 Other
 comprehensive income (loss)

 currency translation (loss) gain

 —

 —

 Total
 other comprehensive income (loss)

 —

 —

 Net
 comprehensive loss

 $
)

 $
)

 Net
 loss per common share, basic and diluted

 $
 ( 0.01
)

 $
 ( 0.02
)

 Weighted
 average number of common shares outstanding, basic and diluted

 159,723,780

 156,711,520

 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, 2024 and 2023

 C
 Preferred
 Stock

 Stock

 Additional

 Accumulated
 Other

 Comprehensive

 Total
 Stockholders'

 of

 Amount

 of

 Amount

 Paid-in
 Capital

 Accumulated
 Deficit

 (Loss)

 Equity

 (Deficit)

 -December 31, 2022

 $

 154,309,318

 $
 1,543,093

 $
 11,006,607

 $
 ( 12,875,437
)

 $
 412,013

 $
 86,277

 of common shares for investor relations

 1,455,784

 14,558

 270,780

 285,338

 of common shares for consultancy

 625,000

 6,250

 93,750

 100,000

 of common shares for professional services

 500,000

 5,000

 60,000

 65,000

 of common shares for Series C preferred shares dividend

 311,159

 3,112

 40,693

 43,805

 Loan
 resolution

 2,489,186

 24,892

 796,540

 821,431

 Forfeit
 of restricted stock units

 ( 659,052
)

 ( 659,052
)

 Vesting
 of share options

 1,559,597

 1,559,597

 C preferred shares dividend

 ( 86,688
)

 ( 86,688
)

 Net
 Loss

 -

 -

 -

 -

 -

)

 -

)

 Other
 comprehensive income

 ( 61,183
)

 ( 61,183
)

 -December 31, 2023

 $

 159,690,904

 $
 1,596,904

 $
 13,168,915

 $
 ( 15,612,775
)

 $
 350,830

 $
 ( 496,125
)

 $

 159,690,904

 $
 1,596,904

 $
 13,168,915

 $
 ( 15,612,775
)

 $
 350,830

 $
 ( 496,125
)

 of common shares for advisory board services

 200,000

 2,000

 8,000

 10,000

 Vesting
 of share options

 582,084

 582,084

 Forfeiture
 and expired share options

 ( 668,781
)

 ( 668,781
)

 Dividend
 Series C Preferred Shares

 ( 86,691
)

 ( 86,691
)

 Net
 Loss

 -

 -

 -

 -

 -

)

 -

)

 Other
 comprehensive income

 16,555

 16,555

 December 31, 2024

 $

 159,890,447

 $
 1,598,904

 $
 13,090,218

 $
 ( 17,012,492
)

 $
 367,385

 $
 ( 1,955,984
)

 $

 159,890,447

 $
 1,598,904

 $
 13,090,218

 $
 ( 17,012,492
)

 $
 367,385

 $
 ( 1,955,984
)

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

 F- 4

 Bubblr
Inc.

 Consolidated
Statements of Cashflows

 For
the year ended December 31, 2024 and 2023

 2024

 2023

 31,

 2024

 2023

 Cash
 Flows from Operating Activities:

 Net
 loss

 $
)

 $
)

 Adjustments
 for:

 Net
 loss to net cash used in operating activities:

 Stock-based
 compensation

 10,000

 450,338

 Vesting
 of restricted stock units

 582,084

 1,559,598

 Forfeit
 and expired stock-based compensation

 ( 668,781
)

 ( 659,052
)

 Disposal
 of fixed assets

 48,133

 —

 Impairment
 of fixed assets

 —

 6,367

 Gain
 on change in fair value of warrant derivative liability

 ( 6,652
)

 ( 159,363
)

 of debt discount

 —

 of intangible asset

 467,855

 184,626

 Depreciation

 4,909

 12,696

 Changes
 in operating assets and liabilities:

 (Increase)
 decrease in other receivables

 87,912

 ( 75,358
)

 Increase
 (decrease) in accounts payable

 ( 55,515
)

 227,244

 Increase
 in accrued liabilities

 698,439

 847,917

 Net
 cash provided by/(used) in operating activities

 ( 144,642
)

 ( 255,547
)

 Cash
 flows from investing activities

 Purchase
 of intangible assets

 ( 243,472
)

 ( 248,371
)

 Net
 cash used in investing activities

 ( 243,472
)

 ( 248,371
)

 Cash
 flows from financing activities

 Payment
 of dividends

 —

 ( 42,883
)

 Payment
 of loans payable

 ( 12,661
)

 ( 10,759
)

 Proceeds
 from loans payable – related party

 447,370

 572,617

 Repayment
 of loans payable – related party

 ( 29,013
)

 ( 821,162
)

 Stock
 issued for payment of debt

 —

 821,433

 Proceeds
 from sale of capital assets

 17,089

 —

 Net
 cash provided by financing activities

 422,785

 519,246

 Effects
 of exchange rate changes on cash

 ( 1,155
)

 ( 40,193
)

 Net
 Change in Cash

 33,516

 ( 24,865
)

 Cash
 – Beginning of Period

 7,668

 32,533

 Cash
 – End of Period

 $
 41,184

 $
 7,668

 Supplemental
 information:

 Cash
 paid for interest

 $
 8,477

 $
 13,039

 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

31, 2024 and 2023

 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 artificial intelligence ("AI") company that has patent-protected (granted and pending) intellectual properties.
It is entering a phase of launching a suite of highly innovative new products and establishing a new executive team. The latest products
will offer genuinely value-adding search experiences for consumers and enterprises alike and ultimately facilitate a more ethical and
equitable digital engagement model.

 Going
Concern Matters

 The
accompanying consolidated financial statements have been prepared in conformity with accepted accounting principles in the United States
of America ("GAAP"), which contemplates the Company's continuation as a going concern. The Company incurred a net comprehensive
loss of $ 1,313,026 during the year ended December 31, 2024, and has an accumulated deficit of $ 17,012,492 as of December 31, 2024. In
addition, current liabilities exceed current assets by $ 2,000,369 as of December 31, 2024.

 Management
intends to raise additional operating funds through equity or debt offerings. However, the management's success is not guaranteed.

 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, or
bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is 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 company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of
asset-carrying amounts 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.

 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.

 F- 6

 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, 2024, the Company acquired warrant derivative liabilities, which are Level 3 financial
instruments that are adjusted to fair market value on reporting dates. On December 31, 2024, the warrant liabilities balance was $ 32,464.
There were no changes in the fair value hierarchy leveling during the year ended December 31, 2024, or 2023.

 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.

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 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.

 F- 7

 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, 2024, and 2023, 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

 2024 (Shares)

 2023 (Shares)

 2024 (Shares)

 2023 (Shares)

 Series C Preferred Stock

 3,384,135

 3,384,135

 2,358,101

 2,358,101

 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 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 certain that we will exercise that option. The expense for lease payments is recognized
straight-line over the lease term.

 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 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.

 Research
and Development

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

 There is a clearly defined
 project

 Expenditure is separately
 identifiable

 The project is commercially
 viable

 F- 8

 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.

 United
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, 2024, and 2023, the Company received other income of $ 14,192 and $ 71,975 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

 3 years

 Fixtures and Furniture

 5 years

 Vehicles

 10 years

 Maintenance
and repairs are charged to expenses as incurred. Improvements of a significant 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.

 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 periods within those fiscal years. Early adoption is permitted, but no earlier than
fiscal years beginning after December 15, 2020, including periods within those fiscal years. The Company early-adopted the new guidance
on January 1, 2021. As a result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible notes
described in Note 8 – Convertible Notes Payable.

Currency Translations

 The
functional currency of the Company's international subsidiaries is 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.

 F- 9

OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

 2024

 2023

 2024

 2023

 Year-end GBP:US$ exchange rate

 1.2515

 1.2731

 Annual average GBP:US$ exchange rate

 1.2781

 1.2441

 Aggregate
transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement
of certain inter-company balances, are included in the statement of operations as other income and expense. Gains on foreign exchange
transactions totaled $ 141, and losses of $ 50,178 were recognized during the years ended December 31, 2024, and 2023, 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, 2024, and 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

 UK
Taxes

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

 UK
Tax Risk

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

 In
addition, the Finance Act 2015 introduced a new tax known as the diverted profits tax ("DPT"), which is charged at 25% of
any "taxable diverted 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 residents in the UK for tax purposes; (2) carry on a trade, invest or carry on any other business
activity in the UK (whether or not through a UK PE).

 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.

 F- 10

 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

 Other
receivables consisted of the following:

OF OTHER RECEIVABLES

 December 31, 2024

 December 31, 2023

 Deposit

 $
 —

 $

 UK R&D Credit

 —

 76,152

 UK VAT receivable

 3,723

 11,151

 Total other receivables

 $
 3,723

 $
 87,503

 NOTE
4 – PROPERTY AND EQUIPMENT

and equipment consisted of the following:

OF PROPERTY PLANT AND EQUIPMENT

 2024

 2023

 2024

 2023

 Motor vehicles

 $
 -

 $
 59,836

 Computer equipment

 16,038

 29,646

 Total property and equipment

 16,038

 89,482

 Less: accumulated depreciation

 ( 16,038
)

 ( 58,180
)

 Total property and equipment, net

 $
 -

 $
 31,302

the years ended December 31, 2024, and 2023, the Company recorded purchases of $ 0 and depreciation expenses of $ 4,909 and $ 12,696, respectively.
There was no impairment or disposal of property and equipment.

 NOTE
5 – INTANGIBLE ASSETS

assets consisted of the following:

 SCHEDULE OF INTANGIBLE ASSETS

 2024

 2023

 2024

 2023

 Intellectual properties

 $
 3,277,603

 $
 3,109,539

 Trademarks

 -

 36,319

 Patents

 239,829

 228,319

 Capitalized acquisition costs

 45,745

 45,745

 Total intellectual properties

 3,563,177

 3,419,922

 Less: accumulated amortization

 ( 2,381,233
)

 ( 1,963,294
)

 Total intellectual properties, net

 $
 1,181,944

 $
 1,456,628

 F- 11

 Patents

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

 Patents
on Contextual Enveloping of Dynamic Hypertext Links and Real-Time Data Processing are pending in the United States

 Patents
are reported at cost, less accumulated amortization, and accumulated impairment loss. Costs include expenditures directly attributable
to the acquisition of the asset. Once a patent 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.

 Intellectual Property

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

 NOTE
6 – ACCRUED LIABILITIES

 Accrued
liabilities consisted of the following:

OF ACCRUED LIABILITIES

 2024

 2023

 2024

 2023

 Director fees

 211,000

 90,000

 Dividends payable

 151,704

 65,016

 Other accruals

 87,338

 76,945

 Settlement payable

 166,986

 166,986

 Wages and salaries

 1,106,974

 544,060

 Total accrued liabilities

 $
 1,724,002

 $
 943,007

 NOTE
7 – LOANS PAYABLE TO RELATED PARTIES

 The
Company had the following loans payable to related parties:

 SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES

 2024

 2023

 2024

 2023

 Beginning balance Loan 1 - payable to Stephen Morris

 $
 125,910

 $
 374,018

 Additions

 435,923

 573,324

 Loan resolution – convert principal into shares of common stock.

 -

 ( 821,432
)

 Ending balance Loan 1 - payable to Stephen Morris

 561,833

 125,910

 Loan - payable to Stephen Morris

 543,262

 552,639

 Related party loan - payable to director

 -

 28,899

 Total loan payable to related parties

 1,105,095

 710,886

 Less – current portion

 -

 158,247

 Total – non-current

 $
 1,105,095

 $
 552,639

 F- 12

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

 On
January 16, 2016, our wholly owned subsidiary, Bubblr Limited, entered into a Loan Agreement (the "Loan Agreement") with
Mr. Stephen Morris. The Loan Agreement is unsecured and carries no interest, is payable on demand, and is for working capital or as the
Company deems appropriate. The Loan is available for drawing by the Company in multiple tranches.

 On
December 20, 2022, the Company entered into an amendment (the "Amendment") with Bubblr Limited and Mr. Morris to reduce the
outstanding principal amount of the loan by $ 71,540 ( 59,543) in exchange for the Company assigning advances receivables of $ 71,540
( 59,543) whereon Mr. Morris is entitled to amounts received pursuant to such receivables and will bear the risk of non-payment
with respect to such receivables. The loan balance was $ 374,018 ( 309,080).

 On
December 27, 2023, Stephen Morris converted $ 821,432 in principal 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.

 On
December 27, 2023, the parties entered into a fourth amendment with Mr. Morris to add $ 573,324 in principal for working capital purposes.
The loan balance was $ 125,910 ( 98,900).

 On
September 30, 2024, the parties entered into a sixth amendment with Mr. Morris such that the principal amount of the loan shall be due
and payable by Borrower to Lender on the earlier of (i) the completion of an equity offering by Bubblr, Inc., for no less than $ 5,000,000,
or (ii) three years from the date of this Amendment. On September 30, 2024, loan payable obligations included in long-term liabilities
were $ 389,840 ( 291,491).

 On
December 31, 2024, loan payable obligations included in long-term liabilities were $ 561,833 ( 448,089).

 Loan 2 (September 7,
 2022) - Stephen Morris, Founder, CTO and Chair.

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

 On
December 31, 2023, loan payable obligations included in long-term liabilities were $ 552,639 ( 434,089).

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

 On
December 31, 2024, loan payable obligations included in long-term liabilities were $ 543,262 ( 434,089).

 Related Party Loan –
 Professor Paul Morrissey, Director.

 On
September 8, 2023, the Company entered into a new loan agreement with Professor Paul Morrissey for $ 28,899
 ( 22,700).
The Loan had an original issue discount of $ 7,257
 ( 5,700).
The Loan Agreement is unsecured, non-convertible, and carries a fixed interest rate of 2.85 %
every four weeks on the original principal. It is non-convertible and was payable four weeks after the date of the agreement. The loan
outstanding on December 31, 2024, and December 31, 2023, is $ 0
 ( 0)
and $ 32,337
 ( 25,401)
respectively. Total interest expense was $ 6,242 and $ 13,476 for the years ended December 31, 2024, and 2023, respectively. The loan was fully paid in May 2024.

 F- 13

 NOTE
8 - RELATED PARTY TRANSACTIONS

 The
Company had the following related party transactions:

 Loans payable to Stephen

 Loan payable to Director
 of the Company.

 Loans
payable to related party transactions are disclosed in Note 7.

 NOTE
9 – 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, 2024. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the
risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes
to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using
the Black-Scholes valuation model.

 For
the year ended December 31, 2024, 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

 Year Ended

 December 31, 2024

 Expected term

 1.09 – 2.50 years

 Expected average volatility

 176 – 271
 %

 Expected dividend yield

 0.00
 %

 Risk-free interest rate

 1.50 – 5.19
 %

 The
following table summarizes the changes in the warrant liabilities during the year ended December 31, 2024:

 SUMMARY OF CHANGES IN WARRANT LIABILITIES

 Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 Warrant liability as of December 31, 2022

 $
 198,479

 Change in fair value of warrant liability

 ( 159,363
)

 Warrant liability as of December 31, 2023

 39,116

 Change in fair value of warrant liability

 ( 6,652
)

 Warrant liability as of December 31, 2024

 $
 32,464

 NOTE
10 – 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.

 F- 14

 For
the years ended December 31, 2024, and 2023, 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

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Tax jurisdiction from:

 United States

 $
 ( 630,750
)

 $
 ( 1,895,365
)

 ( 682,276
)

 ( 755,285
)

 Tax loss before income taxes

 $
)

 $
)

 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, 2024, and 2023 are as follows:

OF DEFERRED TAX ASSET AND RECONCILIATION OF INCOME TAXES

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Net Operating loss

 $
 1,313,026

 $
 2,650,650

 Effective tax rate

 %

 %

 Deferred tax asset

 537,383

 537,383

 Foreign taxes

 ( 129,632
)

 ( 143,504
)

 Valuation allowance

 ( 146,103
)

 ( 413,133
)

 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 net operating
loss, as the management believes it is more likely than not that these assets will not be realized in the future.

 United
States of America

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

 As
of December 31, 2024, the operations in the United States of America incurred approximately $ 8,869,354 of cumulative NOL, which can be
carried forward indefinitely to offset future taxable income. The Company has provided for a full valuation allowance against the deferred
tax assets as 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 United States tax authorities beginning with the year ended December 31, 2019.

 United
Kingdom

 The
Company's subsidiaries operating in the United Kingdom ("UK") are subject to tax at a standard income tax rate of 25 %
on the assessable income arising in the UK during its tax year.

 As
of December 31, 2024, the operations in the UK incurred approximately $ 6,169,248 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 as
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 2024 and 2023.

 F- 15

 NOTE
11 - STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred
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.

 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 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, 2024, the Company had zero 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, 2023, 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 on December 31, 2023.

 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 earned or declared, and whether there are profits, surplus, or other funds of the
 Company legally available for the payment of dividends.

 The
Series C Convertible Preferred Stock 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.

 F- 16

 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.

 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 on 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 related to the April, May, and June 2022 issuances. As of December 31, 2024, and 2023, 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- 17

the years ended December 31, 2024, and 2023, the Company issued common shares as follows:

 Year
ended December 31, 2023

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

 625,000 shares for Consulting
 Services valued at $ 100,000

 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

 Year
ended December 31, 2024

 200,000 shares for Advisory
 Board services valued at $ 10,000

 As
of December 31, 2024, and 2023, the Company had 159,890,447 and 159,690,447 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, 2024, and 2023 follows:

 SUMMARY OF WARRANTS ACTIVITY

 Warrants Outstanding

 Remaining life

 (years)

 Outstanding, December 31, 2022

 —

 $
 —

 —

 0.32

 4.27

 Exercised

 —

 —

 —

 Forfeited/cancelled

 —

 —

 —

 Outstanding, December 31, 2023

 0.32

 3.23

 —

 —

 —

 Exercised

 —

 —

 —

 Forfeited/cancelled

 —

 —

 —

 Outstanding, December 31, 2024

 $
 0.32

 2.23

 The
following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2024:

 SUMMARY OF INFORMATION RELATING
TO OUTSTANDING AND EXERCISABLE WARRANTS

 Warrants Outstanding

 Warrants Exercisable

 Remaining Contractual
 life (in years)

 941,599

 0.80

 $
 0.34

 941,599

 $
 0.34

 472,205

 0.40

 0.34

 472,205

 0.34

 562,149

 0.50

 0.35

 562,149

 0.35

 0.26

 0.22

 0.22

 0.27

 0.22

 0.22

 2.23

 $
 0.32

 $
 0.32

 On
 December 31, 2024, the intrinsic value of the warrants was $ 0, as the price of the Company's
stock was below the warrant exercise price.

 F- 18

 Equity
Incentive Plan

 On
May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the
"2022 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 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.

 On
July 1, 2024, the Company granted 500,000 options for purchasing our Common stock to a provider of professional services.

 On
July 9, 2024, 1,848,000 unvested options for purchasing our Common stock were forfeited on termination of service.

 On
October 9, 2024, 4,872,000 options for purchasing our Common stock expired as they were not exercised within three months of termination
of service.

 On
October 17, 2024, the Company granted 8,305,000 options for purchasing our Common stock to executives, management, and professional service
providers. The terms of the stock option grants are determined by our Board of Directors and consistent with our 2022 Equity Incentive
Plan.

 On
October 17, 2024, the Company canceled and granted 500,000 options for purchasing our Common stock to a provider of professional services.

 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, 2024, and 2023:

 SUMMARY OF STOCK OPTION ACTIVITY

 Number of Shares

 2024

 2023

 Outstanding at the beginning of the year

 -

 10,200,000

 -

 Exercised

 -

 Forfeited

 ( 1,848,000
)

 -

 Expired\Cancelled

 ( 5,372,000
)

 -

 Outstanding at the end of the year

 17,380,000

 Exercisable

 15,649,000

 10,032,000

 Weighted-average Exercise Price

 $
 0.0937

 $
 0.0156

 F- 19

 The
total intrinsic value of options on December 31, 2024, 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

 Year Ended

 December 31, 2024

 Expected life in years

 8.25 – 9.80

 Risk-free interest rate

 4.21
 %

 Annual forfeiture rate

 %

 Volatility

 1.99 % to 2.72
 %

 Expected dividend yield

 %

 The
following table summarizes certain information regarding the Company's non-vested shares:

OF NON-VESTED SHARES

 Number of Shares

 Non-vested as of December 31, 2023

 4,368,000

 1,895,000

 Forfeited or expired

 ( 1,848,000
)

 Vested

 ( 2,684,000
)

 Non-vested as of December 31, 2024

 1,731,000

 The
following table summarizes the stock options exercisable:

 SUMMARY
OF STOCK OPTION ACTIVITY OUTSTANDING AND EXERCISABLE

 Options

 Options

 Outstanding

 Exercisable

 Number of shares

 17,380,000

 12,464,000

 Weighted-average contractual life in years

 9.13

 8.61

 Weighted-average exercise price

 $
 0.1776

 Intrinsic value

 $
 -

 The
total intrinsic value of options on December 31, 2024, is zero because the closing stock price was below the weighted average exercise
value.

 The
Company recognized compensation costs of $ 582,084 and $ 1,559,571 for the years ended December 31, 2024, and 2023, respectively. The Company
recorded credits for forfeited and expired options of $ 668,781 and $ 0 in the years ended December 31, 2024, and 2023, respectively.

 As
of December 31, 2024, there were $ 243,004 of unrecognized compensation costs related to non-vested share options, which we will realize
over the next twelve months.

 NOTE
12 - COMMITMENTS AND CONTINGENCIES

 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

 F- 20

 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, 2024, the amount due to Mr. Saunders was $ 79,250.

 Rik
Willard, Former Chief Executive Officer and Director

 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, 2024, the amount due to Mr. Willard was
$ 86,811.

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.

 On
October 17, 2024, the Company entered a Third Amended Employment Agreement with David Chetwood to reduce his base pay from $ 180,000 to
$ 90,000 per annum and receive a Stock Option Grant of 3,000,000 shares.

 Timothy
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, 2024, 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.

 F- 21

 On
July 8, 2024, the Corporation's shareholders, acting by written consent and representing at least a simple majority ( 55.9 %) of
the Corporation's issued and outstanding shares of Common Stock, voted to remove Timothy Burks from the Corporation's Board
of Directors.

 Immediately
following the shareholder vote, the two remaining Directors, David Chetwood and Steve Morris, voted unanimously to remove Timothy Burks
from the corporation's office of Chief Executive Officer, effective July 8, 2024.

 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, 2024, 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.

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

 NOTE
15 - SUBSEQUENT EVENTS

 On
January 14, 2025, Manfred Ebensberger resigned as our Chief Executive Officer and Director.

 On
January 15, 2025, we appointed Tom Symonds as Chief Executive Officer and Director.

 On
January 15, 2025, our Board of Directors approved an Executive Employment Agreement in favor of Mr. Symonds.

 The
Executive Employment Agreement with Mr. Symonds provides that we will compensate him with an annual salary of $ 90,000, payable in monthly
installments, and grant him 3,360,000 Stock Options with 60 % vesting in ninety days after the hire date and 40 % vesting monthly over
the following two years of service. Mr. Symonds also agreed to a three-year non-solicit restrictive covenant.

 The Company has evaluated subsequent events through March 31, 2025, the date the financial statements were available for issuance.

 F- 22

 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 Articles. (1)

 3.2

 Amended
 and Restated Bylaws of Bubblr Inc. (9)

 3.3

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

 4.1

 Common Stock Purchase Warrant dated March 4, 2022, in Favor of GHS Investments. (5)

 4.2

 Stock Purchase Warrant dated March 9, 2022, in Favor of Proactive Capital Partners LP (5)

 4.3

 Common Stock Purchase Warrant dated April 25, 2022, in Favor of GHS Investments. (4)

 4.4

 Common Stock Purchase Warrant dated May 25, 2022, in Favor of GHS Investments. (6)

 4.5

 Common Stock Purchase Warrant dated June 24, 2022, in Favor of GHS Investments. (8)

 10.1

 Loan 1 Agreement dated January 10, 2016, with Stephen Morris. (2)

 10.2

 Securities
 Purchase Agreement dated March 4, 2022, with GHS Investments. (3)

 10.3

 Securities
 Purchase Agreement dated March 9, 2022, with Proactive Capital Partners LP. (3)

 10.4

 Registration
 Rights Agreement dated March 9, 2022, with GHS Investments. (3)

 10.5

 2022
 Incentive Plan dated June 1, 2022. (7)

 10.6

 Loan 2 Agreement dated September 6, 2022, with Stephen Morris (9)

 10.6

 Separation
 Agreement with Rik Willard dated January 31, 2023 (12)

 10.7

 Separation
 Agreement with Steve Saunders dated January 31, 2023. (12)

 10.8

 Employment
 Agreement with David Chetwood dated February 10, 2023. (13)

 10.10

 Employment Agreement with Timothy Burks dated April 1, 2023 (15)

 10.11

 Share Option Grant with Timothy Burks dated April 1, 2023 (15)

 10.12

 Amended Employment Agreement with David Chetwood dated April 1, 2023 (15)

 10.13

 Share Option Grant with David Chetwood dated April 1, 2023 (15)

 10.14

 Employment Agreement with Stephen Morris dated April 1, 2023 (15)

 10.15

 Share Option Grant with Stephen Morris dated April 1, 2023 (15)

 10.16

 Amended Employment Agreement with Timothy Burks dated December 31, 2023 (16)

 10.17

 Second Amended Employment Agreement with David Chetwood dated December 31, 2023 (16)

 10.18

 Amended Employment Agreement with Stephen Morris dated December 31, 2023 (16)

 10.19

 Termination of Employment with Timothy Burks, dated July 8, 2024 (19)

 10.20

 Employment Agreement with Manfred Ebensberger, dated October 17, 2024 (20)

 10.21

 Share Option Grant with Manfred Ebensberger, dated October 17, 2024 (20)

 10.22

 Third Amended Employment Agreement with David Chetwood, dated October 17, 2024 (20)

 10.23

 Share Option Grant with David Chetwood, dated October 17, 2024 (20)

 16.1

 Change of Accountants dated March 17, 2023, Pinnacle Accountancy Group of the PCAOB registered firm Heaton & Company to BF Borgers CPA PC. (14)

 16.2

 Termination of Accountants dated May 7, 2024, BF Borgers CPA PC. (17)

 16.3

 Appointment of Accountants dated May 30, 2024, BCRG Group (18)

 21.1

 List of Subsidiaries (1)

 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

 document.

 101.SCH

 Schema Document

 101.CAL

 Calculation Linkbase Document

 101.DEF

 Definition Linkbase Document

 101.LAB

 Label Linkbase Document

 101.PRE

 Presentation Linkbase Document

 Cover Page Interactive

 *
Filed herewith.

 **
Furnished herewith.

 (1)

 Incorporated by reference to the
 Form S-1, filed by the Company with the Securities and Exchange Commission on November 9, 2021.

 (2)

 Incorporated by reference to the Form S-1/A, filed
 by the Company with the Securities and Exchange Commission on December 23, 2021.

 (3)

 Incorporated by reference to the Form 8-K, filed by
 the Company with the Securities and Exchange Commission on March 10, 2022.

 (4)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on April 26, 2022.

 (5)

 by reference to the Form 8-K/A, filed by the Company with the Securities and Exchange Commission on May 4, 2022.

 (6)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 25, 2022.

 (7)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on June 1, 2022.

 (8)

 by reference to the Form S-1/A, filed by the Company with the Securities and Exchange Commission on June 29, 2022

 (9)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on September 8, 2022

 (11)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on December 23, 2022.

 (12)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on February 6, 2023.

 (13)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on February 14, 2023.

 (14)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 17, 2023.

 (15)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on April 6, 2024.

 (16)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 8, 2024.

 (17)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 9, 2024.

 (18)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 30, 2024.

 (19)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on July 9, 2024.

 (20)

 by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on October 23, 2024.

 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 31, 2025

 Inc.

 By:

 /s/
 Tom Symonds

 Tom
 Symonds

 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/
 Tom Symonds

 Chief
 Executive Officer, Principal Executive Officer, and Director

 March
 31, 2025

 Tom
 Edmonds

 /s/
 David Chetwood

 Chief
 Financial Officer, Principal Financial Officer, and Principal Accounting Officer

 March
 31, 2025

 David

 /s/
 Stephen Morris

 Chief
 Technology Officer and Director

 March
 31, 2025