UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the quarterly period ended
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from __________ to__________
Commission
File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number)
(Former name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
| ☐ Large accelerated filer | ☐ Accelerated filer | |
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
Securities registered pursuant to Section 12(b) of the Act: None
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of November 7, 2025, there were outstanding shares of the registrant’s Common Stock, $ par value.
INDEX
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our consolidated financial statements included in this Form 10-Q are as follows:
The consolidated financial statements are condensed and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In management’s opinion, all necessary adjustments for a fair presentation have been included. Operating results for the interim period ended September 30, 2025, are not necessarily indicative of the results expected for the full year ended December 31, 2025.
| 3 |
BUBBLR INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
| F- 1 |
BUBBLR INC.
Consolidated Balance Sheets
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(Unaudited) September 30, |
December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ |
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$ |
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| Other receivables |
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| Prepayments |
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| Total current assets |
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| Non-current Assets: | ||||||||
| Intangible assets, net |
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| Total non-current assets |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ |
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$ |
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| Accrued liabilities |
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| Convertible debt |
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| Total current liabilities |
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| Non-current Liabilities: | ||||||||
| Loan payable – related party, non-current portion |
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| Warrant derivative liability |
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| Total non-current liabilities |
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| Total Liabilities |
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| Stockholders’ Equity (Deficit) | ||||||||
| Series C Convertible Preferred Stock, $ par value, authorized, and shares issued and outstanding |
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| Common stock, $ par value, shares authorized; and shares issued and outstanding |
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| Additional paid-in capital |
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| Accumulated deficit |
(
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) |
(
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) | ||||
| Accumulated other comprehensive income |
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| Total Stockholders’ Equity (Deficit) |
(
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) |
(
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ |
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$ |
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||||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 2 |
BUBBLR INC.
Consolidated Statements of Operations and Comprehensive Loss
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Sales | $ |
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$ |
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$ |
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$ |
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||||||||
| Cost of sales |
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| Gross profit | $ |
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$ |
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$ |
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$ |
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| Operating Expenses | ||||||||||||||||
| General and administrative | $ |
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$ |
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$ |
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$ |
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| Professional fees |
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| Sales and marketing |
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| Amortization and depreciation |
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| Research and development |
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| Total operating expense |
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| Operating loss |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Other income (expense) | ||||||||||||||||
| Other income |
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||||||||||||
| Interest expense |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Disposal of fixed assets |
(
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) |
(
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) | ||||||||||||
| Gain (loss) on change in fair value of warrant derivative liability |
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(
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) |
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(
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) | ||||||||||
| Foreign currency transaction (loss) gain |
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(
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) |
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|||||||||||
| Total other income (expense) |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Net loss before income tax | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| Provision for income tax | ||||||||||||||||
| Net loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation gain (loss) |
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(
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) |
(
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) |
(
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) | |||||||||
| Total other comprehensive income (loss) |
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(
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) |
(
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) |
(
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) | |||||||||
| Net comprehensive loss | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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) | ||||
| Net loss per common share, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding, basic, and diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 3 |
BUBBLR INC.
Consolidated Statements of Changes in Stockholders’ Deficit
|
Series C Preferred Stock |
Common Stock | Additional |
Accumulated Other |
Total Stockholders’ |
||||||||||||||||||||||||||||
|
Number of Shares |
Amount |
Number of Shares |
Amount |
Paid-in Capital |
Accumulated Deficit |
Comprehensive Income (Loss) |
Equity (Deficit) |
|||||||||||||||||||||||||
| Balance -December 31, 2023 |
|
$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | ||||||||||||||||
| Vesting of share options |
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| Dividend Series C Preferred Shares |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Net Loss |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Other comprehensive income |
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| Balance March 31, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | ||||||||||||||||
| Vesting of share options |
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||||||||||||||||||||||||||||||
| Dividend Series C Preferred Shares |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Net Loss |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Other comprehensive income |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Balance June 30, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | ||||||||||||||||
| Vesting of share options |
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|
||||||||||||||||||||||||||||||
| Dividend Series C Preferred Shares |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Net Loss |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Other comprehensive income |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Balance September 30, 2024 |
|
$ |
|
|
$ |
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$ |
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$ |
(
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) | $ |
|
$ |
(
|
) | ||||||||||||||||
| Balance December 31, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | ||||||||||||||||
| Issuance of common shares for the conversion of series C preferred shares |
(
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) |
|
|
(
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) | ||||||||||||||||||||||||||
| Vesting of Share Options |
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|
||||||||||||||||||||||||||||||
| Dividend Series C Preferred Shares |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Net Loss |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Other comprehensive income |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Balance March 31, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||||||||||||
| Issuance of common shares for the conversion of series C preferred shares |
(
|
) |
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|
(
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) | ||||||||||||||||||||||||||
| Vesting of Share Options |
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| Dividend Series C Preferred Shares |
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| Net Loss |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Other comprehensive income |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Balance June 30, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||||||||||||
| Vesting of Share Options |
|
|
||||||||||||||||||||||||||||||
| Net Loss |
(
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) |
(
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) | ||||||||||||||||||||||||||||
| Other comprehensive income |
|
|
||||||||||||||||||||||||||||||
| Balance September 30, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 4 |
BUBBLR INC.
Consolidated Statement of Cashflows
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | ||
| Adjustments for: | ||||||||
| Net loss to net cash used in operating activities: | ||||||||
| Vesting of stock-based compensation |
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||||||
| Change in fair value of warrant derivative liability |
(
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) |
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|||||
| Disposal of fixed assets |
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|||||||
| Amortization of intangible assets |
|
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||||||
| Depreciation |
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|||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in other receivables |
(
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) |
|
|||||
| (Increase) in prepayments |
(
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) | ||||||
| Increase in accounts payable |
|
|
||||||
| Increase in accrued liabilities. |
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| Net cash used in operating activities |
(
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) |
(
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) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of intangible assets |
(
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) |
(
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) | ||||
| Proceeds from the sale of fixed assets |
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| Net cash used in investing activities |
(
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) |
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| Cash flows from financing activities | ||||||||
| Repayment of loans payable |
(
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) | ||||||
| Repayment of loans payable - related party |
(
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) | ||||||
| Proceeds from loans payable - related party |
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| Proceeds from convertible loan notes |
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| Net cash provided by financing activities |
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| Effects of exchange rate changes on cash |
(
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) |
(
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) | ||||
| Net Change in Cash |
(
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) |
(
|
) | ||||
| Cash - Beginning of Period |
|
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||||||
| Cash - End of Period | $ |
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$ |
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||||
| Supplemental information: | ||||||||
| Cash paid for interest | $ | $ |
|
|||||
| Cash paid for taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F- 5 |
BUBBLR INC.
Notes to the Unaudited Consolidated Financial Statements
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY
Organization and Operations
On December 18, 2019, U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation established on May 4, 1998, UWRL Acquisition Inc., and Bubblr Holdings Limited, a UK company incorporated on December 6, 2016, entered into an Agreement and Plan of Merger.
On March 26, 2020, the Agreement of Merger was completed. UWRL Acquisition Inc. merged into Bubblr Holdings Limited, and Bubblr Holdings Limited became a wholly owned subsidiary of U.S. Wireless Online, Inc.
On March 30, 2021, U.S. Wireless Online, Inc.’s name was officially changed to Bubblr, Inc. (“the Company”).
Bubblr, Inc., d/b/a Ethical Web AI (“EW”), is an artificial intelligence (“AI”) corporation that holds patented intellectual property. After a comprehensive period of technical development, the Company is now commencing its revenue growth phase, driven by the launch of its first enterprise product.
Going Concern Matters
The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (“GAAP”), which assume the Company’s ongoing operations as a going concern. The Company incurred
a net comprehensive loss of $
Management intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed.
There are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements. If funds from operations and any private placements, public offerings, or loans prove insufficient, the Company will need to explore alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.
Due to uncertainties related to these issues, significant doubt persists regarding the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Business
The accompanying consolidated interim financial statements incorporate the accounts of the Company and its subsidiaries: Bubblr Holdings Limited and Bubblr Limited.
Principles of Consolidation
Intercompany balances and transactions have been eliminated during the consolidation process.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
The results of our operations for the nine months ending September 30, 2025, do not inherently forecast the results anticipated for the entire fiscal year concluding December 31, 2025, or any other specified period. These consolidated financial statements should be reviewed in conjunction with our financial statements and accompanying notes included in the Annual Report on Form 10-K for the fiscal year ending December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 30, 2025.
| F- 6 |
Use of Estimates
The preparation of consolidated financial statements in accordance with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that influence the reported values of assets and liabilities, as well as the disclosure of contingent assets and liabilities as of the date of the financial statements, and the expenses recognized during the reporting period. These judgments may be subjective and complex, potentially leading to actual outcomes that differ from these estimates.
Long-Lived Assets
Long-lived assets are assessed for impairment whenever events or changes in business conditions suggest that the carrying amount may not be fully recoverable, or that the assets’ useful lives are no longer appropriate. Each impairment evaluation involves comparing the undiscounted future cash flows with the asset’s recorded value. If impairment is indicated, the asset is adjusted downward to its estimated fair value.
Intangible Assets - Capitalized Product Development Costs
Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other,” encompasses software integrated into a product or process intended for sale to a customer and should be accounted for in accordance with Subtopic 985-20. Our products incorporate embedded software developed internally by Bubblr, a critical component that facilitates communication among components. The functionality of the products depends on this software.
Expenditures associated with product development are capitalized until technological feasibility is achieved. Such costs encompass subcontractor fees, personnel wages, and other related expenses incurred during the development phase. The Company regards technological feasibility as achieved once all high-risk development challenges are addressed. Upon the product’s availability for general release to the Company’s customers, the Company discontinues capitalizing development costs, and any additional expenses incurred thereafter are recognized as expenses. The capitalized costs are amortized on a straight-line basis, commencing in the year following capitalization.
Impairment of Assets
Long-lived assets are subject to impairment testing whenever events or changes in business circumstances suggest that their carrying amounts may no longer be fully recoverable or that their useful lives are no longer appropriate. Each impairment assessment involves comparing the undiscounted future cash flows with the asset’s recorded value. If impairment is indicated, the asset is written down to its estimated fair value.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 establishes a fair value hierarchy that assigns priority to the inputs used in valuation techniques to determine fair value. The hierarchy designates 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, as outlined in 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 or 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 significant to fair value measurement and unobservable.
The
carrying value of the Company’s current assets and liabilities is considered equivalent to their fair value due to their short-term
maturity and realizability. Throughout the fiscal year ending December 31, 2022, the Company issued warrant derivative liabilities, which
are classified as Level 3 financial instruments and are recorded at fair value on reporting dates. As of September 30, 2025, and December
31, 2024, the balances of warrant liabilities were $
| F- 7 |
Common Stock Purchase Warrants and Derivative Financial Instruments
Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement, net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its shares (either physical or net-share). Contracts that (1) require net-cash settlement (including cases where the contract must be settled in cash if an event occurs outside the Company’s control), (2) provide the counterparty with a choice between net-cash settlement or settlement in shares (physical or net-share), or (3) contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company evaluates the classification of its common stock purchase warrants and other derivatives at each reporting date to determine if a change from liabilities to equity is necessary.
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which establishes accounting and reporting standards for all share-based payment transactions involving employee and non-employee services. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expenses in the financial statements based on the fair values of the stock awards on the grant date. This expense is recognized over the period needed to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
Pursuant to ASC 260, “Earnings per Share,” basic net income and net loss per share are calculated by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share are the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect because of our ongoing net losses.
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| (Shares) | (Shares) | |||||||
| Series C Preferred Stock |
|
|
||||||
| Warrants |
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||||||
| Total |
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|
||||||
Income Taxes
The Company accounts for income taxes using the asset and liability method, as outlined in ASC 740, “Income Taxes.” The asset and liability method stipulates that deferred tax assets and liabilities are recognized for anticipated future tax effects of temporary differences between financial reporting and tax bases of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are assessed based on the prevailing tax rates and laws expected to be in effect at the time when the differences are anticipated to reverse. The Company maintains a valuation allowance to reduce deferred tax assets to the amount it considers more likely than not to be realized.
As of September 30, 2025, and December 31, 2024, the Company did not record any amounts for uncertain tax positions.
| F- 8 |
Foreign Currency Translations
The functional currency of the company’s international subsidiaries is primarily their local currency, namely the British Pound (GBP). Assets and liabilities expressed in local currency are converted at the prevailing exchange rates on the balance sheet date. Conversely, revenues and expenses denominated in local currency are converted at the weighted average exchange rates applicable to the relevant period. Equity accounts are translated using historical rates. The resulting translation adjustments are properly recorded directly within accumulated other comprehensive income.
Aggregate
translation gains or losses, including those associated with foreign-denominated cash and cash equivalents and the re-measurement of
specific inter-company balances, are incorporated into the statement of operations as other income and expenses. Loses arising from foreign
exchange translation of $
| Nine Months Ended September 30, | December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Period-end GBP£: U.S.$ exchange rate |
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|||||||||
| Weighted average GBP.£: U.S.$ exchange rate |
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| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Weighted average GBP.£: U.S.$ exchange rate |
|
|
||||||
Segment Reporting
Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” mandates that publicly traded entities disclose financial and descriptive information regarding their reportable operating segments. The Company delineates its operating segments based on an internal evaluation conducted by our Chief Financial Officer, focusing on distinct financial data, business operations, and managerial responsibilities. Consequently, the Company maintains a single reportable segment, encompassing fees related to App usage.
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| Net sales: | 2025 | 2024 | ||||||
| North America | $ |
|
$ |
|
||||
| Europe |
|
|||||||
| Totals | $ |
|
$ |
|
||||
| Long-lived assets, net (property and equipment and intangible assets): |
September 30,
2025 |
December 31,
2024 |
||||||
| North America | $ |
|
$ |
|
||||
| Europe |
|
|
||||||
| Totals | $ |
|
$ |
|
||||
Recent Accounting Pronouncements
The Company has reviewed all recently issued but not yet effective accounting pronouncements and does not anticipate that the future adoption of any such pronouncements will have a material impact on our financial statements.
NOTE 3 – OTHER RECEIVABLES
Other receivables consisted of the following:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| UK VAT receivable | $ |
|
$ |
|
||||
| Total other receivables | $ |
|
$ |
|
||||
| F- 9 |
NOTE 4 - PROPERTY AND EQUIPMENT
None
NOTE 5 - INTANGIBLE ASSETS
Intangible assets consisted of the following:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Intellectual properties | $ |
|
$ |
|
||||
| Patents |
|
|
||||||
| Capitalized acquisition costs |
|
|
||||||
| Total intellectual properties |
|
|
||||||
| Less: accumulated amortization |
(
|
) |
(
|
) | ||||
| Total intellectual properties, net | $ |
|
$ |
|
||||
| ● | Patents |
A patent for the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa, New Zealand, Canada, and Australia. The patent is currently pending approval in the European Union and the United Kingdom.
Patents related to the contextual encapsulation of dynamic hypertext links, real-time data processing, and the protection of sensitive data are currently pending approval in the United States.
Patents are recorded at their acquisition cost minus accumulated amortization and impairment losses. Costs include expenses directly associated with acquiring the asset. Following the grant of the patent and the commencement of economic benefits to the Company, amortization is conducted systematically over 20 years using the straight-line method, representing the expected useful life of the patent.
| ● | Intellectual Property |
Intellectual
property records the Company’s qualifying internal research and development expenses. It is amortized over a useful life of
Amortization
expenses totaled $
NOTE 6 – ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Director fees | $ |
|
$ |
|
||||
| Dividends payable |
|
|||||||
| Interest payable |
|
|||||||
| Other accruals |
|
|
||||||
| Salaries payable |
|
|
||||||
| Settlements payable |
|
|
||||||
| Total accrued liabilities | $ |
|
$ |
|
||||
| F- 10 |
NOTE 7 – CONVERTIBLE DEBT
The Company had the following loan notes payable:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Beginning balance loan notes | $ | $ | ||||||
| Additions |
|
|||||||
| Closing balance loan notes | $ |
|
$ | |||||
On April 4, 2025, 2025, the Company approved the issuance of up to $
If
the Company fails to discharge the principal and interest in cash by the maturity date of the notes, the notes may be subject to extension
or conversion into the Company’s common stock.
The outstanding principal and interest shall automatically convert into shares of common stock upon the occurrence of any of the following events: (a) a qualified initial public offering (IPO) exceeding five million dollars, (b) a change of control, or (c) three months of sustained revenue totaling at least two hundred fifty thousand dollars per month.
Because the conversion feature is not exercisable until after the maturity date, it is not considered an embedded derivative as of the issuance date under ASC 815. Accordingly, the Company accounted for the note as conventional debt, with interest expense recognized at the stated rate over the term of the note.
As
of September 30, 2025, the outstanding principal on the convertible loan notes amounts to $
On
July 15, 2025, the Company executed a Securities Purchase Agreement concerning the issuance of a Convertible Promissory Note by the Corporation,
in the aggregate principal amount of $
Because the conversion feature is only exercisable 180 days after the date of the note, it is not considered an embedded derivative as of the issuance date under ASC 815. Accordingly, the Company accounted for the note as conventional debt, with interest expense recognized at the stated rate over the term of the note.
On
August 15, 2025, the Company executed a second tranche Convertible Promissory Note, in the aggregate principal amount of $
As
of September 30, 2025, the outstanding principal on the convertible loan notes amounts to $
NOTE 8 – LOANS PAYABLE TO RELATED PARTIES
The Company had the following loans payable to related parties:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Beginning balance Loans 1 - payable to Stephen Morris | $ |
|
$ |
|
||||
| (Payments)/Additions |
|
|
||||||
| Ending balance loan 1 – payable to Stephen Morris |
|
|
||||||
| Loan 2 - payable to Stephen Morris |
|
|
||||||
| Total loan to related parties | $ |
|
$ |
|
||||
| ● | Loan 1 (January 16, 2016) - Stephen Morris, Founder, CTO, and Chair. |
On January 16, 2016, our wholly owned subsidiary, Bubblr Limited, executed a Loan Agreement (the “Loan Agreement”) with Mr. Stephen Morris. The Loan Agreement is unsecured and does not bear interest. It was payable upon demand and is designated for working capital or as determined appropriate by the Company. The Loan is available to the Company for drawdown in multiple tranches.
On
September 30, 2024, the parties amended the loan agreement such that the principal amount shall become due and payable by the Borrower
to the Lender upon the occurrence of the earliest event, either (i) the completion of an equity offering by Bubblr, Inc., with a minimum
raise of $
| ● | Loan 2 (September 7, 2022) - Stephen Morris, Founder, CTO, and Chair. |
On
September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”)
with Mr. Morris for $
On September 30, 2024, the parties consented to amend the loan agreement, setting the maturity date three years after the date of this modification.
NOTE 9 - RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
| ● | Loans payable to Stephen Morris |
Loans payable to related party transactions are disclosed in Note 8.
| F- 11 |
NOTE 10 – WARRANT LIABILITY
The Company assessed the warrants issued in connection with the Series C Convertible Preferred Stock (refer to Note 11) concerning derivative accounting considerations under ASC 815, Derivatives and Hedging. It was determined that the instruments should be classified as liabilities due to reset provisions and variability in exercise price. Consequently, there is no fixed value or explicit cap on the number of shares to be delivered upon exercise. ASC 815 requires the fair market value of the derivative liability to be determined at the end of each reporting period, with any changes in fair market value recognized as income or expense.
The Company classified our warrant liabilities as a Level 3 fair value measurement during the fiscal year, based on management’s estimation of the anticipated future cash flows required to settle the liabilities. The fair value as of September 30, 2025, was determined using the Black-Scholes pricing model. This model requires three primary inputs: the exercise or strike price, the time to expiration, the risk-free interest rate, the current stock price, the projected volatility of the stock, and the dividend rate. Variations in these inputs could lead to a higher or lower fair value. The fair value of each warrant is estimated utilizing the Black-Scholes valuation model.
On September 30, 2025, the estimated fair values of warrant liabilities are as follows:
| Nine Months Ended | ||||
| September 30, 2025 | ||||
| Expected term (years) |
|
|||
| Expected average volatility |
|
|||
| Expected dividend yield |
|
|||
| Risk-free interest rate |
|
|||
The following table summarizes the changes in the warrant liabilities during the nine months ended September 30, 2025:
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Warrant liability December 31, 2024 | $ |
|
||
| Addition of new warrants | ||||
| Change in fair value of warrant liability |
(
|
) | ||
| Warrant liability as of September 30, 2025 | $ |
|
||
NOTE 11 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized preferred shares, each with a par value of $ . The Board of Directors is granted the authority to divide the authorized preferred shares into one or more series, each of which shall be designated to distinguish the shares of that series from all other series and classes.
Series C Convertible Preferred Stock
On March 4, 2023, the Company filed a Certificate of Designation with the Wyoming Secretary of State, establishing shares of the Company’s Series C Convertible Preferred Stock with a Stated Value of $ per share.
The Company reserves the right to redeem Series C Convertible Preferred Stock in accordance with the following schedule.
| ● |
|
|
| ● |
The Company shall pay an
|
| F- 12 |
The Series C Convertible Preferred Stock shall have voting rights alongside the common stock on an as-converted basis, subject to the Beneficial Ownership Limitations as outlined in the Certificate of Designation.
As of September 30, 2025, and December 31, 2024, the Company had and shares of Series C Preferred Stock issued and outstanding, respectively.
Common Stock
The Company has authorized common shares with a par value of $ per share. Each common share grants the holder one vote, in person or by proxy, on any matter requiring a vote of the corporation’s stockholders.
During the year ended December 31, 2024, the Company issued the following unregistered securities:
| ● |
shares for Advisory
Board services valued at $
|
During the nine months ended September 30, 2025, the Company issued the following unregistered securities.
| ● |
shares for the
conversion of Series C Convertible Preferred Stock valued at $
|
On September 30, 2025, and December 31, 2024, the Company had and shares of common stock issued and outstanding, respectively.
The securities, as previously indicated, were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Additionally, they may be exempt from registration under Regulation S, promulgated under the Securities Act of 1933.
On July 9, 2025, our registration statement on Form 10-12G (File No. 000-56747) filed by Bubblr Inc. with the U.S. Securities and Exchange Act of 1934, as amended (“Exchange Act”), became automatically effective. The effectiveness of the registration statement renders the Company a mandatory public reporting entity subject to the periodic reporting obligations under the Exchange Act, including the requirement to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other required disclosures. The Company’s common stock is quoted on the OTCQB marketplace under the ticker symbol BBLR.
Warrants
The Company identified embedded conversion features within warrants issued during the nine months ending September 30, 2025. It has been determined that the conversion feature constitutes an embedded derivative, owing to the inclusion of a reset provision in the conversion price, which could result in adjustments to both the redemption value and the number of shares issued upon exercise (refer to Note 10—Warrant Liability).
A summary of activity during the nine months ended September 30, 2025, follows:
| Warrants Outstanding | ||||||||||||
|
Weighted Average |
Weighted Average |
|||||||||||
|
Number of Warrants |
Exercise Price |
Remaining life (years) |
||||||||||
| Outstanding, December 31, 2024 |
|
$ |
|
|||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited/canceled |
(
|
) |
(
|
) | ( | ) | ||||||
| Outstanding, September 30, 2025 |
|
$ |
|
|||||||||
| Exercisable Warrants, September 30, 2025 |
|
$ |
|
|||||||||
| F- 13 |
The following table outlines details of outstanding and exercisable warrants as of September 30, 2025.
| Warrants Outstanding and Exercisable | ||||||||||||||
|
Number of
Warrants |
Weighted Average Remaining Contractual Life (in years) |
Weighted Average
Exercise Price |
Value of
Warrants |
|||||||||||
|
|
$ |
|
$ |
|
||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
|
|
||||||||||||
|
|
$ |
|
$ |
|
||||||||||
As of September 30, 2025, the intrinsic value of the warrants is , as the Company’s stock price was below the warrant exercise price.
Equity Incentive 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 Plan”) that will remain in effect, unless terminated earlier, until May 25, 2032. Up to shares of common stock may be issued under the 2022 Plan.
The 2022 Plan aims to enhance our ongoing financial stability and increase shareholder value by motivating performance through incentive compensation. It is designed to encourage participants to acquire and maintain ownership interests in our organization, while also attracting and retaining talented individuals whose judgment and efforts are essential to the successful operation of our enterprise.
On July 9, 2024, a total of unvested stock options to purchase shares of our Common Stock were forfeited following the termination of employment.
On October 9, 2024, stock options to purchase shares of our Common Stock expired because they were not exercised within three months after the end of the service period.
On October 17, 2024, the Company granted stock options to its executives, management, and professional service providers to purchase shares of our Common Stock. The Board of Directors is responsible for establishing the terms governing these stock option grants and ensuring their compliance with the provisions of our 2022 Plan.
On October 17, 2024, the Company canceled and granted stock options to purchase shares of our Common Stock to a professional services provider.
On January 14, 2025, an executive forfeited unvested stock options to purchase shares of our common stock upon termination of service.
On April 4, 2025, our Board of Directors authorized the implementation of the Bubblr, Inc. 2025 Employee and Consultant Stock Plan (“2025 Plan”), which shall remain in effect until April 4, 2035, unless terminated sooner. A maximum of shares of common stock may be issued pursuant to the 2025 Plan.
The
Board of Directors establishes the criteria for allocating stock options, aligning with the stipulations outlined in our 2022 and 2025
Plans.
On April 15, 2025, the Company granted stock options to an executive to purchase shares of our Common Stock.
On May 20, 2025, the Company granted stock options to consultants to purchase shares of our Common Stock.
On June 11, 2025, the Company granted stock options to an employee to purchase shares of our Common Stock.
On June 11, 2025, an executive forfeited unvested options to purchase our common stock upon the termination of their service.
On June 19, 2025, the Company granted stock options to six consultants to purchase the Company’s common stock.
On August 8, 2025, the Company granted stock options to an attorney to purchase the Company’s common stock.
| F- 14 |
| Number of Shares | ||||||||
|
Nine Months Ended September 30, 2025 |
Year Ended December 31, 2024 |
|||||||
| Outstanding at the beginning of the year |
|
|
||||||
| Granted |
|
|
||||||
| Exercised | ||||||||
| Forfeited |
(
|
) |
(
|
) | ||||
| Expired\Cancelled |
(
|
) | ||||||
| Outstanding at the end of the year |
|
|
||||||
| Exercisable |
|
|
||||||
| Weighted-Average Exercise Price | $ |
|
$ |
|
||||
| Nine Months Ended | ||||
| September 30, 2024 | ||||
| Expected life in years | – | |||
| Risk-free interest rate | % | |||
| Annual forfeiture rate | % | |||
| Volatility | % | |||
| Expected dividend yield | % | |||
| Number of Shares | ||||
| Non-vested as of December 31, 2024 |
|
|||
| Granted |
|
|||
| Forfeited or expired |
(
|
) | ||
| Vested |
(
|
) | ||
| Non-vested as of September 30, 2025 | ||||
| Options | Options | |||||||
| Outstanding | Exercisable | |||||||
| Number of shares | ||||||||
| Weighted-average contractual life in years | ||||||||
| Weighted-average price | $ | $ | ||||||
| Intrinsic value | $ | $ | ||||||
The total intrinsic value of options is because the closing stock price was less than the weighted average exercise price.
The Company recognized compensation costs of $ and $ for the three months ended September 30, 2025, and 2024, respectively.
The Company recognized compensation costs of $ and $ for the nine months ended September 30, 2025, and 2024, respectively.
There were $ and $ of unrecognized compensation costs for the periods ended September 30, 2025, and 2024, respectively.
| F- 15 |
NOTE 12 - COMMITMENTS AND CONTINGENCIES
Employment Agreements
| ● | Stephen Morris, Founder, Chief Executive Officer, and Director |
On April 1, 2023, The options were fully vested, as Mr. Morris had completed over two years.
On
December 31, 2023, the Company entered into a Third Amended Employment Agreement with Mr. Stephen Morris, which reduced his annual base
salary from $
to $
and mandated the forfeiture of $
| ● | David Chetwood, Chief Financial Officer and Director |
On
December 31, 2023, the Company executed a Second Amended Employment Agreement with Mr. David Chetwood, reducing his annual base salary
from $
to $
and mandating the forfeiture of $
On
October 17, 2024, the Company entered into a Third Amended Employment Agreement with Mr. David Chetwood, which reduced his annual base
salary $
| ● | Patrick Ensor, Chief Revenue Officer and Director |
On
August 5, 2025, the Company entered into an Employment Agreement with Mr. Patrick Ensor, which provides him with an annual salary of
£
NOTE 13 - SUBSEQUENT EVENTS
On October 3, 2025, the Company
issued
shares of common stock for the conversion of Series C Convertible Preferred Stock, valued at $
On
October 9, 2025, the Company executed a third tranche Convertible Promissory Note, in the aggregate principal amount of $
The Company assessed subsequent events through November 7, 2025, the date on which the financial statements became available for issuance. The Company has determined that there are no subsequent events that require further disclosure.
| F- 16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements within this Quarterly Report on Form 10-Q of Bubblr, Inc. (hereinafter referred to as the “Company,” “Bubblr,” “BBLR,” “Ethical Web.AI,” “EW,” “we,” “us,” or “our”) pertain to future expectations, incorporate projections of our plans or financial condition, or contain other forward-looking information. In this Annual Report, such forward-looking statements are identified by terms such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and similar expressions. These statements involve future risks and uncertainties, and other factors may cause actual results or plans to diverge significantly from those expressed or implied. They are subject to known and unknown risks, uncertainties, and other elements that could result in actual outcomes differing materially from those forecasts. This forward-looking information relies on numerous assumptions and factors. Readers are advised not to place undue reliance on these statements, which are only valid as of the date of this Annual Report. Key factors that could cause actual results to differ from projections include, but are not limited to:
| ● | 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 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 perform in a timely and competent manner; | |
| ● | our ability to generate significant revenues and achieve profitability; | |
| ● | our ability to manage the growth of our business; | |
| ● | our commercialization of our platform, marketing capabilities, and strategies; | |
| ● | our ability to expand, protect, and maintain our intellectual property position; | |
| ● | the success of competing third-party platforms; | |
| ● | our ability to fully remediate our identified internal control material weaknesses; | |
| ● | our ability to comply with regulatory requirements relating to our business and the costs of compliance with those requirements; | |
| ● | the specific risk factors discussed under the heading “Risk Factors” outlined in this Quarterly Report; and | |
| ● | various other matters, many of which are beyond our control. |
| 4 |
Readers are advised not to rely excessively on the forward-looking statements contained within this document, which are accurate solely as of the date hereof. We assert that the information presented in this Form 10-Q is accurate as of the filing date; however, it may be subject to updates at a later time. We shall not update this information unless legally obligated to do so, in accordance with our standard practices of public disclosure. Furthermore, the discussion concerning our financial condition and results of operations should be considered in conjunction with the financial statements and accompanying notes included in this Form 10-Q.
Business Overview
Bubblr, Inc., d/b/a Ethical Web AI (“EW”), is an artificial intelligence (“AI”) enterprise that owns patented intellectual property, including both granted and pending patents. Following an extended period of technical development led by its founder, Steve Morris, the Company is now entering a phase of revenue growth initiated by the launch of its inaugural enterprise product, which seeks to leverage emerging technological opportunities. The rapid proliferation of Generative AI within both consumer and enterprise markets demonstrates how EW’s combination of advanced technological expertise and agile development methodologies can capitalize on market opportunities.
AI Vault
The use of Generative AI offers substantial opportunities for enterprises to enhance productivity by automating and optimizing tasks and workflows. Although the Generative AI market for corporations is still in its nascent stages, the adoption of prominent Large Language Model (“LLMs”) applications has progressed rapidly, notably with ChatGPT. Nonetheless, data security remains a critical concern, as there are currently no well-defined guidelines or features in place to prevent the upload of sensitive corporate information.
EW recognizes a distinct market need for a solution that enables enterprises to increase productivity while reducing the risks associated with direct management and oversight of the data used to generate output. This innovative solution, known as AI Vault, has been introduced on AWS Marketplace. The target market for this product comprises organizations that restrict their personnel from employing generative AI tools due to concerns about the potential leakage of sensitive data outside their premises. Due to apprehensions about data privacy and security, organizations have imposed bans on the use of generative AI tools, such as ChatGPT. Nonetheless, reports indicate that employees continue to use these tools clandestinely. A Cisco survey found that 27% of organizations have implemented restrictions on the use of generative AI applications. Despite these limitations, employees have admitted to inputting sensitive information into these tools, including non-public corporate data (48%) and employee information (45%).
We believe this market opportunity is significant, and we are already making substantial progress in partnering with a global service provider to include our offering within a broader package. This will ensure exceptionally low customer acquisition costs and provide the opportunity for rapid growth.
AI Seek
Following its 2023 launch, AI Seek is available on the Apple App Store. The ability to fully customize search parameters ensures a safe, trackable experience, making it a key differentiator. As with AI Vault, we view the primary commercial approach as a partnership model, in which we adapt the user interface and core search parameters to meet the licensee’s needs.
| 5 |
Ethical Web Platform
The Ethical Web Search platform serves as the technical implementation of Patent No. 10977387. These applications conduct searches based on inventory data, providing users with a real-time perspective and an enhanced user experience. This platform has the potential to be a transformative white-label solution for prominent technology firms across strategic sectors. EW continues to explore viable commercial partnerships that utilize its patented intellectual property. The platform’s fundamental functions encompass the following critical areas.
| ● | Decentralized control, revenue collection, and delivery enable a partner to establish a global network of locally managed super apps that share the same database. | |
| ● | Ability to completely anonymize user data and suppress all behavioral data tracking | |
| ● | Ability to run an advertisement-free commercial model. Suppliers of goods and services can operate on a subscription-based model. |
Intellectual Property
We have developed a new search mechanism, “AN INTERNET-BASED SEARCH MECHANISM,” which has been granted patents in South Africa (2016/06947), New Zealand (725014), the United States (Utility Patent No. US 10977387), Canada (2962520), and patents are pending for the same processes in Australia (2015248619), the European Union (157239906), and the United Kingdom (PCT/GB2015/051130). This creates an alternative economic system to address the current broken model and better serve all main participant groups. This utility patent defines a highly unique method for internet users to search for goods or services online, rather than relying on traditional text-based search engines. The technical implementation of this patent is the Ethical Web ATI Open-Source Platform.
We have filed a sister patent specifically for searching for information rather than goods or services. US Patent Application No. 17/980298 was submitted in the United States in November 2022. It is titled “Contextual enveloping via dynamically generated hypertext links.” This utility patent describes a radically new way for consumers to search for information, which is fundamentally different from traditional search engines. The technical aspect of this patent is the AI Seek AI LLM (Large Language Model), which performs exceptionally well in comparison to other AI LLMs, such as ChatGPT 5 and Claude Sonnet 4.5.
We filed an additional patent with the United States Patent and Trademark Office (application number 18/376101), entitled “Computer-Implemented Method and System.” This utility patent addresses a fundamental issue with existing foundation AI Large Language Models (LLMs), such as ChatGPT and Claude 2, which are incapable of providing current information. This limitation arises because these AI LLMs are trained on data restricted to a specific point in the past. For instance, ChatGPT 5’s training data is current only through October 2024, while Claude Sonnet 4.5’s data extends through January 2025. The patent introduces an internally trained AI LLM that identifies prompts requiring real-time data—such as stock prices and sports scores—and incorporates the necessary current data to enhance responses. Consequently, an AI LLM can access the latest information. The technical implementation of this patent is included in version 4 and subsequent versions of our AI Seek consumer application.
We have submitted an additional patent application to the U.S. Patent and Trademark Office (application number 19/055968) entitled “Sensitive Data Protection for Generative AI.” This patent outlines a crucial process for dynamically identifying sensitive terms within Generative AI prompts.
| 6 |
Competition
The enterprise Generative AI market for security products remains in its nascent stages, with no definitive dominant participants identified. Present providers offer solutions that necessitate substantial integration and bespoke development.
Our competitors may introduce novel products, services, or enhancements that better respond to industry developments or customer needs, such as mobile accessibility or a new market focus. This heightened competition could exert pricing pressure, lead to a loss of clientele, or diminish user engagement, thereby potentially adversely affecting our business operations and financial results.
We are confident that our competitive advantages and protections are defensible through our granted patents and intellectual property.
Government Regulation
We are subject to domestic and international laws and regulations that affect companies doing business online, which are evolving and could be interpreted in ways that harm our business. In the United States and around the world, laws and regulations about the liability of online service providers for the activities of their users and third parties are being tested by numerous claims, including those related to invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, as well as various theories concerning the nature and content of searched materials or user-supplied content. Additionally, other countries impose regulations or require licenses to operate our business, such as employee recruitment and news-related services. Any court ruling or government action holding online service providers responsible for users’ or third parties’ activities could negatively impact our business. Moreover, growing concerns about using social networking technologies for illegal activities—such as unauthorized disclosure of national security information, money laundering, or supporting terrorist activities—may lead to future laws or government measures that could require changes to our website platform, limit our operations, increase costs, or cause users to abandon key parts of our platform.
In the domain of information security and data protection, we are committed to upholding the highest standards of integrity and trust. Most jurisdictions have enacted legislation and regulations that mandate notifying users in the event of a security breach involving personal data or establishing minimum information security standards, which are frequently ambiguously defined and challenging to implement. The compliance expenses may increase in the future due to legislative amendments or interpretive changes. Nonetheless, our dedication to data protection remains unwavering. Furthermore, any failure on our part to comply with these legal requirements could result in substantial liabilities, which we are proactively seeking to avoid.
We are also subject to federal, state, and international laws and regulations concerning data privacy and protection. Our privacy policies detail our practices for using, storing, transmitting, and disclosing personal information, including visitor and user data. Any failure on our part to comply with these terms or privacy-related laws and regulations could result in legal actions by government authorities or others, potentially harming our business. Additionally, the interpretation and application of privacy and data protection laws for online services are often unclear, evolving, and subject to change. For example, in October 2015, the highest court in the European Union invalidated reliance on the US-EU Safe Harbor framework, which was one of the recognized methods for transferring European citizens’ data to the United States. There is a risk that these laws and regulations may be interpreted or enforced inconsistently across different states, countries, or regions, and may conflict with our current data protection practices or be replaced by new laws. Moreover, since our platform will be accessible worldwide, other foreign governments might assert that we must comply with their laws and regulations regarding the storage, use, and disclosure of user information—even in jurisdictions where we lack a local entity, employees, or infrastructure. Meeting these diverse domestic and international requirements could increase our costs and necessitate changes to our business practices. Furthermore, any failure to adequately protect our users’ privacy and data could erode user trust in our services and lead to a decline in user numbers, negatively impacting our business.
| 7 |
Employees
As of November 7, 2025, our organization employed one full-time non-union employee within the United States and four full-time non-union employees internationally outside the United States.
Legal Proceedings
Occasionally, we may become involved in lawsuits, claims, and other legal proceedings arising in the normal course of our business. Currently, we are not a party to any legal proceedings that we consider material or that, individually or collectively, could impact our business, financial position, or operational results if they were to be adjudicated unfavorably.
Smaller Reporting Company
The Company qualifies as a “smaller reporting company” pursuant to Rule 12b-2 of the Exchange Act. This designation confers certain exemptions, including (1) exemption from the auditor attestation requirements specified in Section 404(b) of the Sarbanes-Oxley Act; (2) simplified disclosures on executive compensation; and (3) the obligation to file only two years of audited financial statements instead of three. As long as the Company retains its status as a “smaller reporting company,” these exemptions shall remain in effect.
Implications of Being an Emerging Growth Company
We are classified as an “emerging growth company” under the definition in the Jumpstart Our Business Startups Act of 2012 (JOBS Act).
As an emerging growth company, we may benefit from reduced or scaled disclosure requirements that are ordinarily applicable to public companies. These reduced or scaled disclosure obligations 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 have elected to utilize specific reduced disclosure obligations in this Annual Report and may choose to apply other reduced reporting requirements in our future filings with the SEC. Consequently, the information provided to our shareholders may differ from that offered by other publicly reporting companies that are not classified as emerging growth companies.
The JOBS Act permits an emerging growth company to postpone the implementation of new or updated accounting standards. However, we have definitively elected not to exercise this option. As such, we will adhere to the same new or revised accounting standards as other public companies that do not qualify as emerging growth companies.
Compliance after Termination of Emerging Growth Company Status
After our Emerging Growth Company status, we will no longer be eligible for the reduced or scaled disclosure requirements specified in subparagraphs 1 and 4 above. Nevertheless, should we be classified as a “smaller reporting company,” as delineated in Rule 12b-2 of the Securities Exchange Act of 1934, as amended following the termination of our Emerging Growth Company status, we will retain the ability to utilize the reduced or scaled disclosure requirements outlined in subparagraphs 2 and 3 above, provided we maintain the status of a smaller reporting company.
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Available Information
We provide our Annual Report on Form 10-K, including our audited financial statements, free of charge, on our website at www.ethicalweb.ai. We also offer our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, along with any amendments filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act. The SEC maintains a website at www.sec.gov that contains these reports and additional information. Our website and the information on it or linked to it are not intended to be, and are not, incorporated into this Annual Report on Form 10-K.
Results of Operation
Three months ended September 30, 2025, compared to three months ended September 30, 2024
| Three Months Ended September 30, | Changes | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| Revenue | ||||||||||||||||
| Net sales | $ | 1,365 | $ | 1,415 | $ | (50 | ) | -4 | % | |||||||
| Cost of sales | 100 | 140 | (40 | ) | -29 | % | ||||||||||
| Gross profit | 1,265 | 1,275 | (10 | ) | -1 | % | ||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | 92,455 | 313,869 | (221,414 | ) | -71 | % | ||||||||||
| Professional fees | 39,537 | 18,228 | 21,309 | 117 | % | |||||||||||
| Sales and marketing | 9,727 | 26,721 | (16,994 | ) | -64 | % | ||||||||||
| Amortization and depreciation | 56,801 | 59,238 | (2,437 | ) | -4 | % | ||||||||||
| Research and development | 15,954 | 53,886 | (37,932 | ) | -70 | % | ||||||||||
| Total operating expense | 214,474 | 471,942 | (257,468 | ) | -55 | % | ||||||||||
| Operating loss | (213,209 | ) | (470,667 | ) | 257,458 | -55 | % | |||||||||
| Other income (expense) | ||||||||||||||||
| Other income | 42 | 135 | (93 | ) | -69 | % | ||||||||||
| Interest expense | (32,060 | ) | (77 | ) | (31,983 | ) | 41,536 | % | ||||||||
| Disposal of fixed assets | - | (89 | ) | 89 | 100 | % | ||||||||||
| Gain (loss) on change in fair value of warrant derivative liability. | 9,327 | (26,226 | ) | 35,553 | -136 | % | ||||||||||
| Foreign currency transaction (loss) gain | 64 | 86 | (22 | ) | -26 | % | ||||||||||
| Total other income (expense) | (22,627 | ) | (26,171 | ) | (3,544 | ) | -14 | % | ||||||||
| Net loss before income tax | (235,836 | ) | (496,838 | ) | 261,002 | -53 | % | |||||||||
| - | ||||||||||||||||
| Provision for income tax | - | - | - | - | ||||||||||||
| Net loss | $ | (235,836 | ) | $ | (496,838 | ) | $ | 261,002 | -53 | % | ||||||
Revenues: Higher revenues will not be realized until the further development, marketing, support, and delivery of our products and services are accomplished. Despite our endeavors, we cannot ensure substantial revenue growth.
General and Administrative: The expenses classified as general and administrative purposes comprise compensation and costs related to unrelated business activities. These encompass office expenses, software, and telecommunications. The decrease in 2025 is principally attributable to the termination of executives in July 2024 .
Professional Fees: These fees cover expenses for legal, accounting, and consulting services.
Sales and Marketing: Expenses include costs for investor relations, advertising, marketing initiatives, press releases, and public relations activities.
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Amortization and depreciation: Amortization pertains to patents and intellectual property held by the UK subsidiary, Bubblr Ltd.
Research and Development: Expenses include salaries and benefits for development staff and external contractors, as well as specialized software used in the product development process.
Other Income (Expense): The majority of the various income and expenses derive from interest and financing costs associated with convertible notes, gains, and losses on changes in the fair value of warrant derivative liabilities, and foreign currency translation adjustments.
Gain (loss) on changes in the fair value of warrant derivative liabilities: The Company evaluated the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 10) for derivative accounting considerations under ASC 815, Derivatives and Hedging. ASC 815 mandates that we appraise the fair market value of the derivative liability at the conclusion of each reporting period and record any fluctuation in fair market value as other income or expense. The average exercise price for warrants issued is $0.32 per share. If the warrants are exercised on September 30, 2025, the Company would recognize a gain on the difference between the cash received upon conversion and the per-share issue cost, representing the fair market value of the common stock on that date.
Foreign currency translation gain (loss): Refers to the gains and losses arising from fluctuations in the exchange rates of the United States dollar and the British pound sterling.
Nine months ended September 30, 2025, compared to nine months ended September 30, 2024
| Nine Months Ended September 30, | Changes | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| Revenue | ||||||||||||||||
| Net sales | $ | 2,718 | $ | 4,087 | $ | (1,369 | ) | -33 | % | |||||||
| Cost of sales | 200 | 1,151 | (951 | ) | -83 | % | ||||||||||
| Gross profit | 2,518 | 2,936 | (418 | ) | -14 | % | ||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | 404,505 | 945,538 | (541,033 | ) | -57 | % | ||||||||||
| Professional fees | 69,884 | 71,281 | (1,397 | ) | -2 | % | ||||||||||
| Sales and marketing | 95,525 | 38,666 | 56,859 | 147 | % | |||||||||||
| Amortization and depreciation | 166,149 | 420,372 | (254,223 | ) | -60 | % | ||||||||||
| Research and development | 136,886 | 151,524 | (14,638 | ) | -10 | % | ||||||||||
| Total operating expense | 872,949 | 1,627,381 | (754,432 | ) | -46 | % | ||||||||||
| Operating loss | (870,431 | ) | (1,624,445 | ) | 754,014 | -46 | % | |||||||||
| Other income (expense) | ||||||||||||||||
| Other income | 45 | 14,182 | (14,137 | ) | -100 | % | ||||||||||
| Interest expense | (36,077 | ) | (6,196 | ) | (29,881 | ) | 482 | % | ||||||||
| Disposal of fixed assets | - | (9,420 | ) | 9,420 | 100 | % | ||||||||||
| Gain (loss) on change in fair value of warrant derivative liability. | 20,180 | (6,425 | ) | (26,605 | ) | -414 | % | |||||||||
| Foreign currency transaction (loss) gain | (313 | ) | 98 | (411 | ) | -419 | % | |||||||||
| Total other income (expense) | (16,165 | ) | (7,761 | ) | (8,404 | ) | 108 | % | ||||||||
| Net loss before income tax | (886,596 | ) | (1,632,206 | ) | 745,610 | -46 | % | |||||||||
| Provision for income tax | - | - | - | - | ||||||||||||
| Net loss | $ | (886,596 | ) | $ | (1,632,206 | ) | $ | 745,610 | -46 | % | ||||||
| 10 |
Revenues: Higher revenues will not be realized until the further development, marketing, support, and delivery of our products and services are accomplished. Despite our endeavors, we cannot ensure substantial revenue growth.
General and Administrative: The expenses classified as general and administrative purposes comprise compensation and costs related to unrelated business activities. These encompass office expenses, software, and telecommunications. The decrease in 2025 is principally attributable to the termination of executives in July 2024 .
Professional Fees: These fees cover expenses for legal, accounting, and consulting services.
Sales and Marketing: Expenses include costs for investor relations, advertising, marketing initiatives, press releases, and public relations activities.
Amortization and depreciation: Amortization pertains to patents and intellectual property held by the UK subsidiary, Bubblr Ltd. The reduction is attributable to a correction to cumulative intellectual property amortization in 2024.
Research and Development: Expenses include salaries and benefits for development staff and external contractors, as well as specialized software used in the product development process.
Other Income (Expense): The majority of the various income and expenses derive from interest and financing costs associated with convertible notes, gains, and losses on changes in the fair value of warrant derivative liabilities, and foreign currency translation adjustments.
Gain (loss) on changes in the fair value of warrant derivative liabilities: The Company evaluated the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 10) for derivative accounting considerations under ASC 815, Derivatives and Hedging. ASC 815 mandates that we appraise the fair market value of the derivative liability at the conclusion of each reporting period and record any fluctuation in fair market value as other income or expense. The average exercise price for warrants issued is $0.32 per share. If the warrants are exercised on September 30, 2025, the Company would recognize a gain on the difference between the cash received upon conversion and the per-share issue cost, representing the fair market value of the common stock on that date.
Foreign currency translation gain (loss): Refers to the gains and losses arising from fluctuations in the exchange rates of the United States dollar and the British pound sterling.
Liquidity and Capital Resources
The following table provides selected financial data about our Company.
| September 30, 2025 | December 31, 2024 | Change | % | |||||||||||||
| Current Assets | $ | 20,430 | $ | 44,907 | $ | (24,477 | ) | -55 | % | |||||||
| Current Liabilities | 2,629,172 | 2,045,276 | 583,889 | 29 | % | |||||||||||
| Working Capital Deficit | $ | (2,608,742 | ) | (2,000,369 | ) | $ | (608,373 | ) | 30 | % | ||||||
Current Assets
Current assets encompass cash and other receivables. The decrease in current assets was primarily attributable to the timing of funds received from related-party loans in late 2024.
Current Liabilities
Current liabilities comprise accounts payable, accrued expenses, and convertible loan notes.
The increase in current liabilities was chiefly attributable to outstanding salaries.
Working Capital Deficit
The working capital deficit increased by $608,366 over the nine months ended September 30, 2025, primarily due to an increase in accrued liabilities.
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Liquidity
Over the past nine years, up to the date of this Report, we have encountered an increasingly challenging liquidity situation that has constrained our ability to execute our operational strategy. We will need to raise capital to sustain our operations; however, there is no assurance that we will be able to secure such funding under acceptable terms.
Given that our current operations do not produce substantial revenue, we will require additional debt or capital to sustain and broaden our activities. Potential sources of supplementary funding or third-party agreements may encompass equity or debt financing, loans, or revolving credit facilities. There is a possibility that we may not secure appropriate financing within the required timeframe, and alternative methods of acquiring the required capital may not be viable. Absent additional investment, the continuity of our operations remains uncertain.
We submit annual, quarterly, and current reports to the Securities and Exchange Commission (SEC) in compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and subsequent regulations enacted by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) have established various requirements for publicly traded companies, including modifications to corporate governance practices. We expect these rules and regulations to escalate our legal and financial compliance costs and to make our activities more time-consuming and costly. Consequently, we will be required to make capital investments to fulfill the obligations imposed by the Exchange Act.
Should we be unable to obtain adequate additional capital, it may become necessary to discontinue the submission of our SEC filings and to cease operations entirely.
Cash Flow
| September 30, 2025 | September 30, 2024 | Change | % | |||||||||||||
| Cash used in Operating activities | $ | (177,872 | ) | $ | (214,009 | ) | $ | 36,137 | 17 | % | ||||||
| Cash (used) in provided by Investing Activities | (230,026 | ) | 3,105 | (233,131 | ) | -7,508 | % | |||||||||
| Cash provided by Financing Activities | 407,831 | 204,333 | 203,498 | 100 | % | |||||||||||
| Cash on Hand | $ | 696 | 717 | $ | (21 | ) | -3 | % | ||||||||
Operating Activities
The reduction in net cash utilized for operating activities was chiefly attributable to an increase in accrued liabilities.
Investing Activities
The expenditure allocated to investing activities was directed towards patents.
Financing Activities
The increase in net cash from financing activities is primarily due to higher amounts received from related-party loans and loan notes.
Cash on Hand
The Company is currently exploring potential avenues for fundraising, including the issuance of equity and debt instruments and the licensing of its patents and intellectual property. The Company intends to retain the rights to utilize its intellectual property to secure operational funding. The inability to secure additional financing could potentially impact the execution of our business strategy. Furthermore, there is no guarantee that additional funding will be available on favorable terms, or at all.
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Critical Accounting Policies and Significant Judgments and Estimates
This discourse and analysis regarding our financial position and operational results are based on our financial statements, which have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). The compilation of these financial statements requires the formulation of estimates and assumptions that influence the reported figures for assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the recognition of expenses during the reporting periods. Our estimates are derived from historical experience and other factors we consider reasonable under the circumstances, forming the basis for judgments regarding the carrying value of assets and liabilities that are not readily ascertainable from other sources. Actual outcomes may differ from these estimates under varying assumptions or conditions. While our principal accounting policies are elaborated upon in greater detail within the notes to our financial statements included elsewhere in this report, we believe that the following accounting policies are critical to understanding our historical and prospective performance, particularly in relation to significant areas involving management’s judgments and estimates.
We believe our most critical accounting policies and estimates relate to the following:
| ● | Foreign Currency Translations | |
| ● | Intangible Assets | |
| ● | Long-lived Assets | |
| ● | Income Taxes | |
| ● | Stock-based Compensation | |
| ● | Common Stock Purchase Warrants and Derivative Financial Instruments | |
| ● | Convertible Financial Instruments | |
| ● | Fair Value of Financial Instruments |
Foreign Currency Translations
The functional currency of the Company’s international subsidiaries is primarily their local currency, the Great British Pound (GBP). Assets and liabilities expressed in the local currency are converted at the exchange rates prevailing on the balance sheet date. In contrast, revenues and expenses denominated in the local currency are translated at the weighted average exchange rates for the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly within accumulated other comprehensive income.
Intangible Assets
The expenditure associated with intangible assets possessing ascertainable useful lives is amortized using the straight-line approach to correspond with the pattern of consumption of economic benefits over the projected periods of advantage. Patents, technological innovations, and other intangible assets with contractual stipulations are amortized over their respective statutory or contractual durations. When specific events or changes in operational circumstances occur, an impairment evaluation is performed, and the useful lives of intangible assets with determinable lives may be adjusted.
Long-Lived Assets
Long-lived assets are subject to impairment testing when events or changes in business conditions indicate that their carrying amounts may not be entirely recoverable or that their useful lives are inappropriate. Each impairment assessment involves comparing the undiscounted future cash flows with the asset’s recorded value. Should impairment be identified, the asset is subsequently reduced to its estimated fair value.
Income Taxes
The Company accounts for income taxes utilizing the asset and liability method delineated in ASC 740, “Income Taxes.” This approach acknowledges deferred tax bases of assets and liabilities corresponding to the anticipated future tax implications of temporary differences between financial reporting and tax bases, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are appraised using current tax rates and laws that are expected to be in effect at the time the differences are projected to reverse. The Company maintains a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.
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Convertible Financial Instruments
The company segregates conversion options from their originating instruments and accounts for them as independent derivative financial instruments if specific criteria are met. These criteria encompass situations where (a) the economic characteristics and risks of the embedded derivative are not clearly and closely related to those of the host contract; (b) the hybrid instrument containing both the embedded derivative and the host contract is not remeasured at fair value under generally accepted accounting principles applicable in other contexts, with changes in fair value recognized in earnings as they occur; and (c) a separate instrument with identical terms to the embedded derivative would be considered a derivative instrument. An exception to this regulation exists when the host instrument is considered conventional, as defined under applicable U.S. GAAP.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 delineates a fair value hierarchy that categorizes the inputs employed in valuation techniques. The hierarchy designates the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Stock-Based Compensation
The Company recognizes stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, which delineates the accounting and reporting standards for all share-based payment transactions involving both employee and non-employee services. Share-based payments to employees and non-employees, including stock option grants, are recognized as compensation expenses in financial statements based on the fair values of the awards at the grant date. This expense is recognized over the period necessary to provide services in exchange for the award, known as the requisite service period, typically the vesting period. Stock options awarded as compensation under the Company’s 2022 Equity Incentive Plan are classified as unissued until they vest. Compensation expense related to stock options is recognized over the vesting period. Awards forfeited due to unmet obligations, such as employment termination before full vesting, for no cash or other consideration, are not recognized as an expense. Any previously recorded costs associated with such awards are reversed in the period of forfeiture.
Common Stock Purchase Warrants and Derivative Financial Instruments
Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its shares (physical settlement or net-share settlement). Contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs outside the Company’s control), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change between equity and liabilities is necessary.
Recent Accounting Pronouncements
For discussion of recently issued and adopted accounting pronouncements, please see Note 2 to the unaudited consolidated financial statements as of and for the nine months ended September 30, 2025, and 2024, included herein.
Off-Balance Sheet Arrangements
As of September 30, 2025, there were no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures encompass controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accurately recorded, processed, summarized, and reported within the prescribed periods outlined in the SEC’s rules and forms. Additionally, such controls ensure that this information is collected and communicated to management, including the chief executive officer and chief financial officer, to facilitate timely decisions regarding required disclosures. Our management, with the participation of our CEO, serving as our principal executive officer, and our CFO, serving as our principal financial officer, has evaluated our company’s disclosure controls and procedures as of the conclusion of the period covered by this Quartely Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were ineffective as of September 30, 2025. The identified ineffectiveness stems from material weaknesses documented in our report on internal control over financial reporting.
| 14 |
Management Report of Internal Control over Financial Reporting
Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are responsible for establishing and maintaining adequate internal controls over financial reporting, in accordance with Rule 13a-15(f) of the Securities Exchange Act of 1934. An assessment was conducted to evaluate the effectiveness of our internal control system in relation to financial reporting. This assessment adhered to the framework outlined in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Due to the inherent limitations of all control systems, internal controls related to financial reporting may not be entirely effective in preventing or detecting misstatements. Moreover, forecasts regarding future effectiveness are susceptible to the risk that controls may become insufficient due to evolving conditions or that adherence to policies or procedures may diminish.
Based on our evaluation in accordance with the criteria delineated in the 2013 Internal Control-Integrated Framework, management has determined that, as of September 30, 2025, it is not feasible to sustain sufficient internal controls over financial reporting due to the material weaknesses identified, as follows.
| ● | We lack sufficient segregation of duties within accounting functions, which is a key internal control. Due to our size and nature, it may not always be feasible or cost-effective to separate all conflicting duties. However, where possible, individuals should initiate and record transactions separately. | |
| ● | We lack enough personnel with the necessary expertise in essential finance and accounting areas. | |
| ● | We lack a functioning audit committee, a compensation committee, or independent directors on our board. This results in ineffective oversight and monitoring of the required internal processes, controls, and procedures. |
Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
Our management is committed to enhancing internal controls when adequate resources are available. We will appoint independent directors and establish both an audit committee and a compensation committee. Owing to these material weaknesses, there is a risk that misstatements could be material to the annual or interim consolidated financial statements and may not be prevented or detected during our financial close and reporting procedures.
Our organization intends to enhance and refine the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have been unable to remediate the material weaknesses identified above. To rectify these deficiencies, we plan to implement the following changes.
| 1. | appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management, and | |
| 2. | adopt sufficient written policies and procedures for accounting and financial reporting, and | |
| 3. | appoint an audit committee. |
The outlined remediation efforts primarily depend on securing additional funding or revenue to cover the costs of implementing the necessary changes. These efforts could be significantly impacted if we fail to secure such funds.
Changes in Internal Control over Financial Reporting
In the nine months ending September 30, 2025, there have been no material changes in our internal control over financial reporting that have significantly affected or are likely to affect our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not engaged in any current legal proceedings. Additionally, we are unaware of any such processes in which our officers, directors, or beneficial holders of 5% or more of our voting securities oppose us or hold a substantial interest against us.
Item 1A: Risk Factors
Not applicable.
Item 1b. Unresolved Staff Comments.
None.
Item 1c. Cybersecurity
In the contemporary digital environment, cybersecurity constitutes an essential component of our business operations. We are committed to safeguarding information systems, data, and technological infrastructure against cyber threats, unauthorized access, and data loss. We have established comprehensive policies, procedures, and security measures to mitigate risks, ensure compliance with pertinent laws and regulations, and uphold the confidence of our stakeholders.
We continually monitor and adjust to the evolving cybersecurity landscape through regular evaluations and assessments. Despite these measures, the possibility of breaches, attacks, or system failures remains, which could potentially lead to service interruptions, financial detriments, legal liabilities, or harm to our reputation. We will continue to invest in cybersecurity to enhance our defenses and bolster our resilience against future threats.
To date, in all known cases, the Company’s systems and protocols have successfully detected and mitigated these attempts, with no impact on operations or data integrity.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The information below pertains to our issuances of securities without registration under the Securities Act of 1933.
During the nine months ended September 30, 2025, the Company issued 13,470,150 shares for the conversion of Series C Convertible Preferred Stock valued at $118,800.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
None
| 16 |
Item 6. Exhibits
See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.
| Exhibit Number | Description of Exhibit | |
| 31.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101** | The following materials are from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Extensible Business Reporting Language (XBRL). | |
| **Provided herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 (d) or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BUBBLR, INC. | |
| Date: November 7, 2025 | /s/ Steve Morris |
| Steve Morris | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: November 7, 2025 | /s/ David Chetwood |
| David Chetwood | |
|
Chief Financial Officer (Principal Accounting and Financial Officer) |
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