BBLR 10-K & 10-Q changes, risk factors and insider trading

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

Because our auditor has issued a going concerngoing-concern opinion regardingfor our company, there is an increased risk associatedof with an investmentinvesting in our company.it.

We have continuallycontinued operatedto operate at a loss, with an accumulated deficit of $1,947,851$2,840,260 as of December 31, 2024.2025. We have not generated significant revenuesrevenue and are dependent upon obtainingon financing to continue operations for the next twelve months. Our future isdepends dependent uponon our ability to obtain financing or uponon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock, public offerings of our common stockstock, and/or through debt financing.

We have had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Potential investors should be aware of the difficulties usually encountered by new companies often face and the high failure rate of failure ofamong such enterprises. The likelihood of success must be evaluated consideringbased on the problems, expenses, difficulties, complications, and delays encountered in connection with the operations that we plan to undertake. These potential problems includeinclude, but are not limited to, unanticipated problemsdifficulties relatingin to the ability to generate generating sufficient cash flow to operate our business and additional costs and expenses that may exceed current estimates. We expect to continue to incur significant losses soon. We recognize that if the effectiveness of our business plan is not forthcoming,realized, we will not be able to continue business operations.operating. There is no history uponon which to base any assumptionassumptions as toabout the likelihood thatof weour will prove successful,success, and it is doubtful that we will generate any significant operating revenues or ever achieve profitable operations. If we arefail unsuccessfulto in addressingaddress these risks, our business will most likely fail.

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

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

We hope to achieve revenuesrevenue from our open-source platformplatform. We cannotcannot, however, accurately predict, however,predict future growth rates or themarket size of thefor market for applicationapplications in the United States, the United Kingdom, and other markets where we engage in.operate. Demand for our platform, AI products, and IP may not occur as anticipated or may decrease, either generally or in specific geographic markets. The expansion of our mobile application in the market depends on a number of factors, such as:

Even if our platform gains widebroad market acceptance, we may not adequately address market requirements andor mayexpand not be ableit to expandmeet market acceptance.them. In the eventIf our products do not achieve broad market acceptance, we may not be able to reachachieve our anticipated levelgrowth, ofand growth, orour revenues and results of operations wouldmay suffer.

If we are unable to gauge trends and reactrespond to partners’ changing partner’s preferences in a timely manner, our sales will not increase, and our business may fail.

WeOur believe our success depends in substantial part on our ability to offer our intellectual property and ourproperty, supporting platform, and products that reflect current needs and anticipate, gauge, and react to changing partner and consumer demands in a timely manner. Our business is vulnerable to changes in partner and consumer preferences. If we misjudge their needs for our platform, our ability to generate sales could be impaired, failing in and our business.business could fail. There areis no assurancesassurance that our mobile application will be successful, and in that regard, any unsuccessfuladverse consumer reaction could also adversely affect our business.

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

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

Our commercial success will depend, in part, on operating our business without infringing theon third parties’ contractual, trademarks, trademark, or proprietary rights of third parties.rights. Third parties thatwho believe we are infringing on their rights could bring actions against us, claimingseeking damages and seeking seeking to enjoinprohibit the development, marketing, and distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation.outcome. If any of these actions are successful, we could be required to pay pay damages and/or obtain a license to continue to developdeveloping or marketmarketing our products, in which case we may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to us or at all. We could be prevented from commercializing a product or forced to cease somecertain aspectaspects of our business operations becausedue ofto patent infringement claims, which would harm our business.

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

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

WeOur believe that our reputation in the online marketplace is significant to the success of our business.success. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends primarily on our ability to maintain maintaining and enhanceenhancing our reputation and brand, which couldcan be difficult and expensive. To maintain and improve our reputation and brand, we need to successfullyeffectively manage many aspects of our business, such asincluding cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market. We will conduct various marketing and brand promotion activities. We cannotcannot, however, assure you, however, you that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to dodoing so, our business, financial conditions,condition, and results of operations could be adversely affected.

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

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

The use of AI applications has resultedled in,to, and may in the future resultlead in,to, cybersecurity incidents thatinvolving implicatetheir theend users’ personal data ofdata. end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and resultsoperational of operations. results. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulationregulation, of AI, will require significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically toand minimize unintended, harmful impacts.

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

We increasingly rely on information technology systems for our internal communications, controls, reporting, and relations with customers and suppliers, and information technology is becoming a significantly valuable tool for our sales staff. Our marketing and distribution strategy isdepends dependent uponon our ability to closely monitor consumer and market trends onat a highly specifiedgranular level, for which we areachieve reliant onthrough our highlysophisticated data-tracking sophisticatedsystems. dataThese tracking systems, whichsystems are susceptible to disruption or failure. In addition, our reliance on information technology exposes us to cyber-securitycybersecurity risks,risks whichthat could haveadversely a material adverse effect onaffect our ability to compete. Security and privacy breaches may expose us to liability and liability, cause us to lose customerscustomers, or may disrupt our relationships and ongoing transactions with other entities with whom we contract throughout our supply chain. The failure of our information systems to function as intended, or the penetration by outside parties’parties intent on disrupting business processes, could result in significanthigh costs, revenue losses, asset losses, the loss of revenue,personal assets, personal or other sensitive data, and reputational harm.

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

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

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

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

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

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

Our success is dependentdepends in part on obtaining, maintaining, and enforcing our proprietary rightsrights, and ouron ability to avoidavoiding infringing on theothers’ proprietary rights of others.rights.

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

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

A reduction in the performance, reliability, and availability of our network infrastructure would harm our ability to distributedeliver our products to our users, as well as our reputationreputation, and our ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss,outages, telecommunications failure,failures, Internet breakdown,outages, earthquake,earthquakes, and similar events. Our systems could also be be subject to viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism,cyberterrorism, and similar misconduct. We might not not carryhave adequate business interruption insurance to compensate us forcover losses that may occur from a system outage. Any system error or failure that causes an interruption in the availability ofdisrupts our productproduct’s availability or an increase inincreases response time could result in athe loss of potential customers, whichcustomers could haveand a material adverse effect on our business, financial condition, and results of operations. If we sufferexperience sustained or repeated interruptions, then our products and services could be become less attractive to our users, and our business would be materially harmed.

Our intellectual property canmay face significant competition from online search engines, sites offering integrated internet products and services, social media and networking sites, e-commerce sites, companies providingthat provide analytics, monetization, and marketing tools for mobile and desktop developers, and digital, broadcast, and print media. A numberSeveral of these competitors are significantlymuch more significantlarger than we are and have access to vastlyfar greater financial resources. Additionally, in a number ofmany international markets, we face substantial competition from local Internet service providers and other entitiesproviders that offeroffering search, communications, and other commercial services.

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

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

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

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

The interpretation and application of privacy, data protection, data transfer, and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently fromacross countrycountries, to countryand, and inconsistently withgiven our current policies and practices, complicatingcomplicate long-range business planning decisions. If privacy, data protection, data transfer, or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practicespractices, inwhich a manner thatcould adversely impactsaffect our operating results. Complying with these varying international requirements could causeresult us to incurin substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

We may be subject to legal liability associatedarising withfrom providingthe provision of online services or content.

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

It is also possible thatthat, if any information providedwe provide directly by us contains errors or is otherwise wrongfully provided to users,users incorrectly, third parties parties could makebring claims against us. We may also face consumer class actions or state actions relating to our online services, including our our fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our our online services or technologies are used to spread or facilitate malicious or harmful code or applications.

Investigating and defending these types of claims is expensive,costly, even if thethey claims are withoutlack merit or do not result in liabilityliability, and it could subject expose us to significantsubstantial monetary liabilityfinancial risk or causelead ato changechanges in business practices that could negatively impactharm our ability to compete.

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

Our products and services dependrely on theusers’ ability of our users to access the Internet, and certain of our productssome require significant bandwidth to workfunction effectively.well. Currently, this access is provided by companies thatwith have substantialstrong market power in the broadband and internet access marketplace,markets, including incumbent telephone companies, cable companies, mobile communications companies,providers, and government-owned service providers. Some of these providers may take, or have stated thatsaid they may take, measuresactions that could degrade,harm, disrupt,interrupt, or increaseraise the cost of user access to certain of our products by restricting or prohibiting the use of blocking their infrastructure tofrom supportsupporting or facilitate our offerings, or by charging increasedhigher fees to us or our users to providefor our offerings.services. Such interference could lead resultto in athe loss of existing users and the advertiser’s increased costs.costs for advertisers. It could impairalso hinder our ability to attract new users and advertisers, thereby harming hurting our revenuesrevenue and growth. The adoption of anyAny laws or regulations that limit Internet access to the Internet by blocking, degrading, or charging fees for access fees to our users or us for certain services could decrease thereduce demand for,for or the usage of,of our products and services, increase our cost of doing business and adversely affect our operating costs, and negatively impact our financial results.

Risks Related withto Management and Control Persons

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

We are dependentrely on the continued availability of TomStephen Symonds,Morris, our Chief Executive Officer,Officer; David Chetwood, our Chief Financial Officer, Officer; and Steve Morris,Patrick Ensor, our Chief TechnicalRevenue Officer, andas well as on the availability of newnew, skilled employees to implementexecute our business plans. The market for qualified employees is highly competitive, especially for employees inwithin our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees requirednecessary for usour to be successful,success, there can beis no assuranceguarantee that we will be ableretain toall, keepor the servicesenough, of all our key employees or a sufficient number to executecarry out our plans, noror can there be any assurancethat we will be able to continue toconsistently attract new employees as required.needed.

If we lose the services of key personnel or fail to replace thethem serviceswhen ofthey key personnel who depart,leave, we could experienceface aserious severeadverse negative effecteffects on our financial results and stock price. The loss ofLosing the services of any key personnel, whether in marketing or other personnel,areas, or our failurefailing to attract, integrate, motivate, and retain additional key employees could havesignificantly a material adverse effect onharm our business, operating operational, and financial results, andas well as our stock price.value.

We will be requiredneed to conduct equity offerings in the future to finance our current projects or toany finance subsequentadditional projects thatwe we decidechoose to undertake.pursue. If our common stock shares areis issued in returnexchange for additional funds, the price per share could be lower than that paidthe byprice our current shareholders.shareholders paid. We anticipate continuingexpect to relycontinue relying on equity sales of our shares of common stock to fundsupport our business operations. If we issue additional shares of common stock or securities convertible into shares of our common stock, your percentage interest ownership in us could becomebe diluted.

We have the right to issue additional common stock and preferred stock without thestockholder consent of stockholders.consent. This would have the effect of dilutingdilute investors’ ownership and could decreasereduce the value of their investment.

We have additional authorized but unissued shares of our common stock that we maycan issue for any purpose without thestockholder consentapproval or a votevote, ofwhich our stockholders that wouldcould dilute stockholders’their percentage ownership ofin ourthe company.

InOur addition, our certificatearticles of incorporation authorizesauthorize the issuance of shares of preferred stock and/or allow for the conversion of existing outstanding preferred stock into common stock. stock,The Board of Directors may determine the rights, preferences, designations, and limitations of whichthese mayshares. be set byAdditionally, the articles authorize our Board ofto Directors. Our certificate of incorporation has authorized the issuance ofissue up to 3,000,000,000 shares of common stock,stock with a par value of $0.01 per share, share and up to 25,000,000 shares of preferred stock,stock with a par value of $0.001 per share, at the discretion of our Board.share.

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

Our stock price may fluctuate widelysignificantly becausedue ofto any of the reasons mentioned above. In addition, theAdditionally, securities markets have,have fromoccasionally experienced time to time, experienced significantsubstantial price and volume fluctuations that arechanges unrelated to thea company’s operating performance of companies.performance. These market fluctuations maycan also materiallysubstantially and adverselynegatively affectimpact the market price of our common stock.

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

The Securities and Exchange Commission has adoptedestablished regulations that define “penny stock” to beas any listed, trading equity security that haswith a market price of less than $5.00 per share or an exercise price of less thanbelow $5.00 per share, subject to certainspecific exemptions. The These penny stock rules require a broker-dealer, priorbefore toexecuting a transaction in a penny stock notthat isn’t otherwise exempt from the rules,exempt, to deliver a a standardized risk disclosure document that providesexplains informationthe aboutrisks associated with penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with the currentlatest bid and offer quotationsquotes for the penny stock, thedetails compensation ofabout the broker-dealerbroker-dealers and their salesperson’s its salespersoncompensation in the transaction, and monthly account statements showingthat show the market value of each penny stock held in the customer’s account. In addition,Additionally, the penny stock rules requiremandate thatthat, prior to a transaction inbefore a penny stock,stock transaction, the broker-dealer makesmust make a specialwritten writtendetermination determination that the penny stock is a suitable investment for the purchaser and receivesobtain the purchaser’s written agreement to the transaction.proceed. These disclosure requirements maycan have the effect of reducing the level ofreduce trading activity in the secondary market for a stock that becomes subject to the penny stockstocks, rulespotentially whichmaking mayit increaseharder thefor difficultyinvestors to Purchasers may experience in attempting to liquidate suchthese securities.

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

We do not anticipateexpect payingto pay cash dividends on our common stock soon.in the near future. The paymentdecision ofto pay dividends on our common stock will depend on earnings, financial financial conditioncondition, and other relevant business and economic factors affecting it at such time asthat the board of directors mayconsiders considerat relevant. that time. If we do not paydistribute dividends, dividends,the value of our common stock may be less valuabledecrease because ayour return on your investment will occurrely onlysolely ifon an increase in our stock price appreciates.price.

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

Our operations are subject toface all risks typical of the risks inherent in the establishment ofstarting a new business enterprise,business, including, but not limited to, the absencelacking of anya meaningful operating history, not lack ofhaving fully-developed or commercialized products, insufficient capital, expected substantial and continualongoing losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of manufacturing and marketing expertise, need to relydependence on third parties for the developmentdeveloping and commercialization of commercializing our existingcurrent and proposedfuture products, a competitive environment characterized bywith well-established and well-capitalized competitorscompetitors, and reliance on key personnel.

We maymight not be successfulfail in carrying outachieving our business objectives.goals. The revenue and income potential of our proposed business and operations are is unproven, as the our lack of operating history makes it difficult to evaluate the prospects of our business.company’s Thereprospects. Currently, there is nothingno at this time on whichbasis to base an assumptionassume that our business operations will prove to be successful or that we will everoperate be able to operate profitably. Accordingly,Therefore, we have no historytrack record of successful business activities, strategic decision-makingdecisions by management, fund-raising ability,fundraising andcapability, or other factors that would allowhelp an investor to assess the likelihood that we will be successful inestimate our business.chances of success. There is a substantialsignificant risk that we will not be successful in fully implementingexecute our business planplan, or, if initiallywe successful,do, inthat thereafterwe will not generate substantial generating material operating revenues or inachieve achieving profitable operations.profitability.

Revenues were $5,349$3,369 and $2,620$5,349 in 20242025 and 2023,2024, respectively. We will not achieve higher revenues unless we can develop, market, support, and deliver our products and service offerings. There can be no assurancesassurance that we canwill achieve significant revenuesrevenue despite our efforts.

General and administrative expenses consist primarily of compensation and costs associated withother non-specific costsbusiness of running the business.costs. These include, but are not limited to, salaries and wages, office costs, computer software, and telecoms. The decrease in general and administrative costs was primarily due to reducedlower compensation costs becauseresulting offrom terminations in 2024 and fewer stock options issued in 2024.

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

Sales and marketing costs are costs incurred forinclude investor relations, advertising, marketing, press releases, and public relations. The cost decrease increase is due to reducinghigher investor relations servicessales and marketing consultancy expenses in 2024.2025.

Amortization and depreciation costs are primarily fromattributable to the amortization of patents and intellectualother property.intangible assets. Most of the patents and intellectual property are held in the UK subsidiary, Bubblr Ltd. The increasedecrease in costs in 2025 is primarily due to an adjustment to the 2024 amortization of intellectual property.

The costs incurred concerningfor the research and development of the Company’s platform and products include costsfees associated withto development contractors, contractors, staffstaff, and specialist software for product development and deployments.deployment. The increase in costs in 2025 is due to products being generally released to customers. When products are released to customers, the Company discontinues capitalizing development costs, and any additional costs incurred thereafter are recognized as an expense.

Our other income for the year ended December 31, 2024,2025, and 20232024 areis outlined below:

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

The decreaseincrease in interest expense during the year ended December 31, 2024, as2025, compared to 2023,2024, is due to sellingconvertible theloan vehiclenotes issued in February 2024.2025.

Gain on change in fair value of warrant derivative liability.liabilities.

The Company analyzedreviewed the warrants issued concerningwith the Series C Convertible Preferred Stock for derivative accounting considerationunder under ASC 815, Derivatives and Hedging. ASC 815 requires us to assessevaluate the fair market value of the derivative liability at theeach reporting period’s end of each reportingand period and recognizerecord any change in the fair market value as other income or expense items.expense.

The market price of the common stock has decreaseddeclined fromsince the initial warrant award of warrants in the period ending March 31, 2022. If the warrants were exercised on December 31, 2024,2025, at their respective exercise price determinedset at issue,issuance, the Company would realize a gain dueof to$0.031 per share. This gain stems from the difference between the cash received onupon conversion and the Company’s issue costcost, towhich theis Companybased of $0.033 per share,on the fair value market price of the common stock onas of December 31, 2024.2025.

We finished the year ended December 31, 2024,2025, with a net loss of $1,313,026 as$1,194,484, compared towith a loss of $2,650,650$1,313,026 duringin the year ended December 31, 2023.2024.

The following table providespresents selected financial data aboutfor our company as of December 31, 2024,2025, and 2023.2024.

Current assets consist of cashcash, prepayments, and other receivables.

The decrease in current assets was primarily due to athe reductiontiming inof otherfunding receivables.and making payments.

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

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

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

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

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

The decreaseincrease in cash used in operating activities was primarily due to cuttingthe backadditional onproceeds operationfrom expensesfinancing in 2024.activities.

Net cash used in investing activities is onfor Patents and the development of intellectual property.

The increase in net cash provided by financing activities was primarily due to theproceeds repaymentfrom ofconvertible relatednotes, party loansoffset by convertinga debt to sharesreduction in related-party 2023.loans.

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

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

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

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

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

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

Some statements in this AnnualQuarterly Report on Form 10-K10-Q of Bubblr, Inc. (hereinafter referred to as the “Company,” “Bubblr,” “BBLR,” “Ethical Web.AI,” “EW”, “we,” “us,” or “our”) discuss future expectations, include projections of our plans for operations or financial condition, or contain other forward-looking information. In this AnnualQuarterly Report, forward-looking statements are identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and similar terms. These forward-looking statements involve future risks and uncertainties, and certain factors could cause actual results or plans to differ significantly from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could lead to material differences in actual results compared to those contemplated by the statements. The forward-looking information is based on numerous factors and assumptions. Readers should not place undue reliance on these forward-looking statements, which are only applicable as of the date of this AnnualQuarterly Report. Key factors factors that could cause actual results to differ from projections include, for example:

Readers are advised not to rely too heavily on the forward-looking statements in this document, which speak only as of the date hereof. WeThe believeCompany believes the information in this Form 10-K10-Q to be accurate as of the same date. However, changes may happen after this date. WeThe Company will not update that information unless required by law or as part of our usual public disclosure practices. Also, the discussion of our financial condition and results of operations should be read together with the financial statements and notes included in this Form 10-Q.

Bubblr, Inc., doing business as EthicalWeb AI (“EW”), is an artificial intelligence company built on a foundation of patented intellectual property. The Company is entering a significant phase of anticipated revenue growth,growth driven by its enterprise-focused productsproducts, which are designed to capture emerging opportunities in the artificial intelligence (“AI”) and data-driven technology markets.

The rapid expansion of generative AI across consumer and enterprise segments underscores how EW’s combination of advanced technical expertise, proprietary IP,intellectual property (“IP”), and agile development practices positions the Company to identify, pursue, and monetize high-value market opportunities.

AtThe rise of generative AI presents substantial opportunities for organizations to increase productivity by automating and streamlining tasks and workflows. While the sameenterprise time,generative AI market is in its preliminary stages, adoption of large language model (“LLM”) applications—most notably ChatGPT—has accelerated rapidly. Simultaneously, data security and privacy remain critical concerns, as many widely used consumer tools lack clear, enforceable controls to prevent the upload of sensitive corporate information.

As a result, many organizations restrict or prohibit the use of generative AI tools due to concerns regarding data leakage beyond their controlled environments. In some cases, these restrictions take the form of blanket bans on external tools based on perceived privacy and security risks. Nonetheless, third-party industry reports indicate that employees continue to useutilize such tools without corporate authorization, including by entering sensitive information, such assensitive, non-public corporate data and employeeproprietary details,details into these open platforms.

EW has identified strong market demand for a solution that enables enterprises to realize the productivity benefits of generative AI while minimizing the operational risks associated with managing and exposing proprietary corporate data. In response, EW has developed and launched AI Vault, an enterprise solution available through the Amazon Web Services (“AWS”) Marketplace. AI Vault is designed to provide a secure, controlled environment for generative AI, allowing enterprises to harness AI-driven productivity gains while maintaining robust protections for their most sensitive data assets.

The EthicalWeb.AI search platform is the technical implementation of the U.S. Patent No. 10,977,387. This platform enables search functionality across inventory and related data, providing users with real-time insights and an enhanced user experience. EW believes the platform has the potential to serve as a transformative white-label solution for leading technology companies and firms across strategic sectors. The Company continues to actively pursue commercial partnerships that utilize this and other elements of its patented intellectual property portfolio.

EW has developed a search system titled “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 10,977,387), and Canada (2962520). Patents are pending for related processes in Australia (2015248619), the European Union (157239906), and the United Kingdom (PCT/GB2015/051130). This system offers an alternative economic model to traditional search and is intended to better serve all key participant groups. Its technical implementation is based on the Ethical Web ATI Open-Source Platform.

EW has filed a related U.S. patent application, Patent Application No. 17/980298. It is titled “Contextual Enveloping viaof Dynamically GeneratedDynamic Hypertext Links.” This utility patent describes a groundbreaking technology that significantly differs from traditional search engines. The key technical feature of this patent is the AI Seek AI LLM, which outperformsis otherdesigned AIto LLMs,enhance conversational search alongside foundational models such as ChatGPT and Claude Sonnet.Claude.

Furthermore, EW has filed U.S. Patent Application No. 18/376,101, titled “Computer-Implemented Method and System.” This application addresses the limitations of foundational AI LLMs that are typically constrained by specific training data cutoff dates, providing a system that dynamically incorporates contemporaneous, real-time data into prompt responses. In addition, EW has filed U.S. Patent Application No. 19/055,968, titled “Sensitive Data Protection for Generative AI.” This application describes processes for detecting and managing sensitive terms in generative AI prompts in real time, with the objective of strengthening privacy and data protection controls for enterprise deployments.

The enterprise generative AI market for security-focused products remains in its early stages, and no dominant participants have yet emerged. Existing market participants offer solutions that often require substantial infrastructure integration work and bespoke software development. Because the competitive landscape is highly dynamic, and existingexisting, or newfuture competitors may introduce products, services, or technical enhancements that better address industry developments or customer requirements,requirements. suchThese asadvancements may include improved securityencryption features, broader mobile accessibility, or a targeted focus on newniche marketcorporate segments.

ThisIncreased competition may result in pricing pressure, losscustomer of customers,attrition, or reduced user engagement, any of which could adversely affect the Company’s business,business operatingoperations, results,results of operations, and financial condition.

EW believes that its portfolio of granted patents and pending applications, together with its broader proprietary intellectual property and engineering capabilities, provides meaningful competitive differentiation. However, there can be no assurance that EW’s perceived competitive advantages and intellectual property protections will be sufficient to prevent well-capitalized competitors from developing or marketing products and services that are similar to, or more effective than, those of the Company.

WeThe areCompany is subject to a wide range of domestic and international laws and regulations applicable to companies conducting business online, and these lawslegal and regulationsstructures continue to evolve in ways that could adversely affect our business, financial condition, and results of operations.

In the United States and globally, legal regimes governing the liability of online service providers for the activities of their users and other third parties are being testedheavily evaluated and reinterpreted through numerouscontinuous claims and regulatory actions. These matters include, among others, alleged invasion of privacy, unfair competition, copyright and trademark infringement, and various changing legal theories concerning the nature, ranking, and content of search results and user-generated content.

Our privacy policies describe our practices regarding the collection, use, storage, transmission, and disclosure of personal information, including information relating to visitors and users of our platform. If our actual or perceived practices differ from those described in our policies, our contractual commitments, or applicable privacy and data protection lawslaws, andThe regulations, weCompany may be subject to inquiries or enforcement actions by governmental authorities, consumer protection agencies, agencies and data protection regulators, or others, as well as private litigation.regulators.

As of MayAugust 15,21, 2026, weThe haveCompany has one full-time employee based in the US and fourfive full-time employees based in the UK, none of whom are represented by a labor union.