10-Q

25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2022

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

For the transition period from __________ to__________

Commission File Number: 333-260902

Bubblr, Inc.

(Exact name of registrant as specified in its charter)

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

21 West 46th Street

New York, New York 10036

(Address of principal executive offices)

(647) 646 2263

(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.

[X] Yes [  ] No

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated Filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 157,220,463 common shares as of August 22, 2022

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TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4:	Controls and Procedures	11
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	12
Item 1A:	Risk Factors	12
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3:	Defaults Upon Senior Securities	12
Item 4:	Mine Safety Disclosures	12
Item 5:	Other Information	12
Item 6:	Exhibits	12

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

F-1	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 (unaudited);
F-2	Consolidated Statements of Operations and Comprehensive Loss for the for the three and six months ended June 30, 2022 and 2021 (unaudited);
F-3	Consolidated Statement of Stockholders’ Deficit for the six months ended June 30, 2022 and 2021 (unaudited);
F-4	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited); and
F-5	Notes to the Unaudited Consolidated Financial Statements.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2022 are not necessarily indicative of the results that can be expected for the full year.

3

BUBBLR, INC.

Consolidated Balance Sheets

June 30, 2022 and December 31, 2021

(Unaudited) 

	June 30,			December 31,
	2022			2021
ASSETS
Current Assets:
Cash	$	55,932		$	62,967
Accounts receivable		10,776			17,966
Advances receivable		73,020			80,251
Total current assets		139,728			161,184
Non-current Assets:
Property and equipment, net		54,835			69,620
Intangible assets, net		1,300,341			1,627,010
Total non-current assets		1,355,176			1,696,630
TOTAL ASSETS	$	1,494,904		$	1,857,814
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	135,461		$	200,666
Dividends payable		16,754			—
Accrued interest		45,610			21,415
Loan payable, current portion		12,061			13,400
Loan payable - related party		403,644			509,339
Total current liabilities		613,530			744,820
Non-current liabilities:
Convertible note payable - net of discount of $34,856 and $69,714		2,252,924			2,218,066
Loan payable,  non-current portion		15,398			22,518
Warrant derivative liability		441,945			—
Total non-current liabilities		2,710,267			2,240,584
Total Liabilities		3,323,797			2,985,404
Stockholders' Deficit
Preferred Stock, $0.001 par value, 25,000,000 shares authorized
Special 2019 Series A Preferred Stock, $0.001 par value, 1 share authorized; 1 and 1 share(s) issued and outstanding at June 30, 2022 and December 31, 2021		—			—
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 903 and 0 shares issued and outstanding at June 30, 2022 and December 31, 2021		1			—
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 157,191,418 and 140,186,096 shares issued and outstanding at June 30, 2022 and December 31, 2021		1,571,915			1,401,861
Additional paid-in capital		10,121,449			5,478,801
Deferred stock compensation		(2,165,450	)		—
Accumulated deficit		(11,794,731	)		(8,385,496	)
Accumulated other comprehensive income		437,923			377,244
Total Stockholders' Deficit		(1,828,893	)		(1,127,590	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,494,904		$	1,857,814

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

F-1

BUBBLR, INC.

Consolidated Statements of Operations and Comprehensive Loss

For the three and six months ended June 30, 2022 and 2021

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Operating Expenses
General and administrative	$	16,309		$	17,579		$	27,428		$	90,682
Professional fees		2,095,727			877,149			2,288,556			1,672,295
Market and regulation costs		44,595			19,691			82,188			33,022
Compensation		172,547			176,360			313,491			345,323
Amortization and depreciation		100,859			95,851			208,454			190,695
Research and development		52,694			135,799			113,955			263,388
Total operating expense		2,482,731			1,322,429			3,034,072			2,595,405
Operating loss		(2,482,731	)		(1,322,429	)		(3,034,072	)		(2,595,405	)
Other income (expense)
Interest income		402			460			854			626
Gain on debt settlement		—			5,000			—			5,000
Interest expense		(30,420	)		(3,004	)		(445,264	)		(7,804	)
Gain on change in fair value of warrant derivative liability		275,178			—			251,287			—
Foreign currency transaction loss		(121,307	)		(7,149	)		(162,014	)		(13,814	)
Total other income (expense)		123,853			(4,693	)		(355,137	)		(15,992	)
Net loss before income tax	$	(2,358,878	)	$	(1,327,122	)	$	(3,389,209	)	$	(2,611,397	)
Provision for income tax		—			—			—			—
Net loss after income tax	$	(2,358,878	)	$	(1,327,122	)	$	(3,389,209	)	$	(2,611,397	)
Other comprehensive income (loss)
Foreign currency translation gain		47,306			6,394			60,679			27,353
Total other comprehensive income (loss)		47,306			6,394			60,679			27,353
Net comprehensive loss	$	(2,311,572	)	$	(1,320,728	)	$	(3,328,530	)	$	(2,584,044	)
Net loss per common share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding, basic and diluted		141,753,945			140,102,076			141,124,825			140,102,076

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

F-2

BUBBLR, INC.

Consolidated Statement of Changes in Stockholders’ Deficit

For the six months ended June 30, 2022 and 2021

(Unaudited)

	2019 Series A Preferred Stock				Series B Preferred Stock					Series C Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares			Amount		Number of Shares		Amount		Number of Shares		Amount		Additional Paid-in Capital			Deferred Stock Compensation			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders' Equity (Deficit)
Balance - December 31, 2020		1	$	—		2		$	—		—	$	—		132,565,225	$	1,325,652	$	3,704,045		$	—		$	(4,692,009	)	$	354,093	$	(60,000	)	$631,781
Conversion of Preferred B shares to common shares		—		—		(2	)		0		—		—		2,650		27		5,973			—			—			—		—		6,000
Issuance of Special 2019 Series A Preferred Stock from Treasury to related party in satisfaction of debt		—		—		—			—		—		—		—		—		—			—			—			—		60,000		60,000
Issuance of common shares for Services - Advisory Board		—		—		—			—		—		—		306,120		3,061		701,015			—			—			—		—		704,076
Issuance of common shares for Services - Consultancy		—		—		—			—		—		—		24,000		240		59,760			—			—			—		—		60,000
Net loss		—		—		—			—		—		—		—		—		—			—			(1,284,275	)		—		—		(1,284,275)
Other comprehensive income		—		—		—			—		—		—		—		—		—			—						20,959		—		20,959
Balance -March 31, 2021		1	$	—	$	—		$	—		—	$	0		132,897,995	$	1,328,980	$	4,470,793		$	—		$	(5,976,284	)	$	375,052	$	—		$198,541
Issuance of common shares for Services - Advisory Board		—		—		—			—		—		—		204,080		2,041		826,524			—			—			—		—		828,565
Issuance of common shares for debt conversion		—		—		—			—		—		—		7,000,000		70,000		—			—			—			—		—		70,000
Net loss		—		—		—			—		—		—		—		—		—			—			(1,327,122	)		—		—		(1,327,122)
Other comprehensive income		—		—		—			—		—		—		—		—		—			—			—			6,394		—		6,394
Balance -June 30,  2021		1	$	—	$	—		$	—		—	$	—		140,102,075	$	1,401,021	$	5,297,317		$	—		$	(7,303,406	)	$	381,446	$	—		$(223,622)
Balance - December 31, 2021		1	$	—		—		$	—		—	$	—		140,186,096	$	1,401,861	$	5,478,801		$	—		$	(8,385,496	)	$	377,244	$	—		$(1,127,590)
Issuance of common shares for Services Advisory Board		—		—		—			—		—		—		147,960		1,480		73,980			—			—			—		—		75,460
Issuance of common shares for Services - Consulting		—		—		—			—		—		—		19,250		193		8,787			—			—			—		—		8,980
Issuance of common shares for Equity Finance Agreement Incentive		—				—			—		—		—		793,039		7,930		371,884			—			—			—		—		379,814
Issuance of Series C Preferred Shares		—		—		—			—		503		1		—		—		(1	)		—			—			—		—		-
Dividend Series C Preferred shares		—		—		—			—		—		—		—		—		—			—			(3,272	)		—		—		(3,272)
Net loss		—		—		—			—		—		—		—		—		—			—			(1,030,331	)		—		—		(1,030,331)
Other comprehensive income		—		—		—					—		—		—		—		—			—			—			13,373		—		13,373
Balance -March 31, 2022		1	$	—	$	—		$	—		503	$	1		141,146,345	$	1,411,464	$	5,933,451		$	—		$	(9,419,099	)	$	390,617	$	—		$(1,683,566)
Issuance of common shares for Services - Consulting		—		—		—			—		—		—		7,645,073		76,451		1,916,630			—			—			—		—		1,993,081
Issuance of common shares as deferred compensation		—		—		—			—		—		—		8,400,000		84,000		2,175,600			(2,259,600	)		—			—		—		-
Vesting of common shares issued as deferred compensation		—		—		—			—		—		—		—		—		—			94,150			—			—		—		94,150
Issue of Series C Preferred shares		—		—		—			—		400		0		—		—		95,768			—			—			—		—		95,768
Dividend Series C Preferred Shares		—		—		—			—		—		—		—		—		—			—			(16,754	)		—		—		(16,754)
Net loss		—		—		—			—		—		—		—		—		—			—			(2,358,878	)		—		—		(2,358,878)
Other comprehensive income		—		—		—			—		—		—		—		—		—			—			—			47,306		—		47,306
Balance -June 30, 2022		1	$	—	$	—		$	—		903	$	1		157,191,418	$	1,571,915	$	10,121,449		$	(2,165,450	)	$	(11,794,731	)	$	437,923		—		$(1,828,893)

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

F-3

BUBBLR, INC.

Consolidated Statements of Cashflows

For the six months ended June 30, 2022 and 2021

(Unaudited)

	June 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(3,389,209	)	$	(2,611,397	)
Adjustments for:
Net loss to net cash used in operating activities:
Stock based compensation		2,077,521			1,592,641
Vesting of deferred stock based compensation		94,150			—
Stock based finance incentive		379,814			—
Gain on settlement of debt		—			(5,000	)
Gain on change in fair value of warrant derivative liability		(251,287	)		—
Amortization of debt discount		39,856			—
Amortization of intangible asset		187,621			185,088
Depreciation		7,826			5,746
Changes in operating assets and liabilities:
Increase (decrease) in accounts receivable		4,945			(3,957	)
Increase (decrease) in accrued interest		24,283			(12,262	)
Increase (decrease) in accounts payables		(57,572	)		(10,662	)
Net cash used in operating activities		(882,052	)		(859,803	)
Cash flows from investing activities
Purchase of fixed assets		—			(1,330	)
Purchase of intangible assets		(19,228	)		(51,830	)
Net cash used in investing activities		(19,228	)		(53,160	)
Cash flows from financing activities
Payment of dividends		(3,272	)		—
Proceeds from loans payable		15,000			—
Repayment of loans payable		(26,434	)		(5,338	)
Repayment of loans payable - related party		(77,940	)		(303,068	)
Proceeds from loans payable - related party		19,709			—
Net proceeds from issuance of Series C Preferred Stock		789,000			—
Proceeds from issuance of convertible notes payable		—			2,007,578
Net cash provided by financing activities		716,063			1,699,172
Effects of exchange rate changes on cash		178,182			2,227
Net Change in Cash		(7,035	)		788,436
Cash - Beginning of Period/Year		62,967			96,602
Cash - End of Period/Year	$	55,932		$	885,038
Supplemental information:
Cash paid for interest	$	6,332		$	7,804
Cash paid for taxes	$	—		$	—
Non-cash investing and financing activities
Original issue discount on convertible notes	$	—		$	104,572
Common stock issued for conversion of debt	$	—		$	70,000
Special 2019 Series A Preferred Stock issued from Treasury to related party in satisfaction of debt	$	—		$	60,000
Common stock issued to related party for conversion of Series B Preferred Stock	$	—		$	6,000
Warrant liability	$	721,275		$	—
Declared dividends	$	16,754			—

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

F-4

BUBBLR, INC.

Notes to the Unaudited Consolidated Financial Statements

June 30, 2022 and 2021

NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY

Organization and Operations

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

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

Going Concern Matters

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $3,328,530 during the six months ended June 30, 2022 and has an accumulated deficit of $11,794,731 as of June 30, 2022. In addition, current liabilities exceed current assets by $473,802 as of June 30, 2022.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. See Note 13 – Subsequent Events.

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

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

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company instituted some temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of at June 30, 2022.

Most of the restrictions imposed by governments worldwide have now been relaxed. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change, as new events occur, and additional information is obtained. 

F-5

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Convertible Financial Instruments

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

Fair Value of Financial Instruments

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

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

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

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

The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the six months ended June 30, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At June 30, 2022, the warrant liabilities balance was $441,945. There were no changes in the fair value hierarchy leveling during the six months ended June 30, 2022 and 2021.

F-6

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  

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

Basic and Diluted Net Loss per Common Share

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

For the three and six months ended June 30, 2022 and 2021, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,
	2022		2021
	(Shares)		(Shares)
Series C Preferred Stock		3,384,135		—
Warrants		2,358,101		—
Convertible Notes		2,027,127		1,836,652
Total		7,769,363		1,836,652

Beneficial Conversion Feature

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early-adopted the new guidance on January 1, 2021. As the result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible notes described in Note 7 – Convertible Notes Payable. 

F-7

Foreign Currency Translations

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

	June 30,		December 31.
	2022		2021
Period-end GBP£:US$ exchange rate		1.2174		1.3527
Annual average GBP£:US$ exchange rate		1.299		1.3767

Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaling $162,014 and $13,814 were recognized during the six months ended June 30, 2022 and 2021, respectively.

Income Taxes

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

As of June 30, 2022 and December 31, 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

UK Taxes

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

 UK Tax Risk

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

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

F-8

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

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

Recent Accounting Pronouncements  

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

NOTE 3 – ACCOUNTS RECEIVABLE

As of June 30, 2022 and December 31, 2021, accounts receivable consisted of the following:

	June 30,		December 31,
	2022		2021
Deposit	$	2,434	$	2,682
UK VAT Receivable		8,342		15,084
Prepayments		—		200
Accounts receivable	$	10,776	$	17,966

Any nominal change in the deposit value is due to exchange rate fluctuation.

NOTE 4 – ADVANCES RECEIVABLE

As of June 30, 2022 and December 31, 2021, cash advances consisted of the following:

	June 30,		December 31,
	2022		2021
Advance principal receivable -G	$	48,163	$	54,529
Advance principal receivable -J		19,480		21,643
Interest due		5,377		4,079
Total advances receivable	$	73,020	$	80,251

The advance labelled Advance principal receivable-G carries an interest rate of 3%.   The advance principal labelled Advance receivable -J is non-interest bearing. The Company has the expectation that both outstanding advances will be repaid to the Company within the next 12 months.

Any difference on the Advance principal is due to currency translation.

F-9

NOTE 5 - PROPERTY AND EQUIPMENT

As of June 30, 2022 and December 31, 2021, property and equipment consisted of the following:

	Motor Vehicles			Computer Equipment			Office Equipment			Total
Cost
At December 31, 2021	$	63,576		$	31,500		$	629		$	95,705
Additions		—			—			—			—
Effects of currency translation		(6,353	)		(3,149	)		(63	)		(9,565	)
At June 30, 2022	$	57,223		$	28,351		$	566		$	86,140
Less accumulated depreciation
At December 31, 2021	$	14,092		$	11,710		$	283		$	26,085
Depreciation expense		3,044			4,725			57			7,826
Effects of currency translation		(1,407	)		(1,170	)		(29	)		(2,606	)
At June 30, 2022	$	15,729		$	15,265		$	311		$	31,305
Net book value
At June 30, 2022	$	41,494		$	13,086		$	255		$	54,835
At December 31, 2021	$	49,484		$	19,790		$	346		$	69,620

During the six months ended June 30, 2022 and 2021, the Company recorded purchases of $0 and $1,330, respectively and depreciation expense of $7,826 and $5,746, respectively. There was no impairment, or disposals of property and equipment.

NOTE 6 - INTANGIBLE ASSETS

Patents

A Patent on the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa and New Zealand. A Notice of Approval has also been issued for Canada. The patent is currently pending in the following areas: Australia, European Union and the United Kingdom.

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

Intellectual Property

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

Trademarks

The Company has the following trademarks

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

F-10

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

As of June 30, 2022 and December 31, 2021, trademarks consisted of the following:

	June 30,			December 31,
	2022			2021
Trademarks:
NewzMineTM	$	9,636		$	9,636
Citizens Journalist™		25,380			23,193
Effects of currency translation		(3,282	)		—
	$	31,734		$	32,829

As of June 30, 2022 and December 31, 2021, intangible assets consisted of the following:

Cost	Patents			Trademarks			Intellectual Property			Capitalized Acquisition Costs		Total
At December 31, 2021	$	151,860		$	32,829		$	2,861,906		$	45,745	$	3,092,340
Additions		17,041			2,187			—			—		19,228
Effects of currency translation		(15,179	)		(3,282	)		(286,042	)		—		(304,503	)
At June 30, 2022	$	153,722		$	31,734		$	2,575,864		$	45,745	$	2,807,065
Less accumulated amortization
At December 31, 2021	$	—		$	—		$	1,463,042		$	2,288	$	1,465,330
Amortization expense		2,489			—			183,988			1,144		187,621
Effects of currency translation		—			—			(146,227	)		—		(146,227	)
At June 30, 2022	$	2,489		$	—		$	1,500,803		$	3,432	$	1,506,724
Net book value
At June 30, 2022	$	151,233		$	31,734		$	1,075,061		$	42,313	$	1,300,341
At December 31, 2021	$	151,860		$	32,829		$	1,398,864		$	43,457	$	1,627,010

During the six months ended June 30, 2022 and 2021, the Company purchased $19,228 and $51,830, respectively, in intangible assets, and recorded amortization expense of $187,621 and $185,088, respectively. During the six months ended June 30, 2022 and 2021, impairment of $0 and $0 was recorded. Based on the carrying value of definite-lived intangible assets as of June 30, 2022, we estimate our amortization expense for the next five years will be as follows:

Six months ended June 30,		Patents		Intellectual Property		Capitalized Acquisition Costs		Total
	6 months remaining 2022	$	3,781	$	76,790	$	1,144	$	81,715
	2023		7,562		153,580		2,288		163,430
	2024		7,562		153,580		2,288		163,430
	2025		7,562		153,580		2,288		163,430
	2026		7,562		153,580		2,288		163,430
	Thereafter		117,204		383,951		32,017		533,172
		$	151,233	$	1,075,061	$	42,313	$	1,268,607

F-11

NOTE 7 - CONVERTIBLE NOTES PAYABLE

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

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

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

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

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

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

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

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

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

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

At June 30, 2022 and December 31, 2021, convertible notes consisted of the following

	June 30,			December 31,
	2022			2021
Promissory notes - issued in fiscal year 2021	$	2,287,780		$	2,278,780
Total convertible notes payable		2,287,780			2,278,780
Less: unamortized debt discount		(34,856	)		(69,714	)
Less: current portion of convertible notes		—			—
Long-term convertible notes	$	2,252,924		$	2,218,066

During the six months ended June 30, 2022 and 2021, the Company recorded $22,874 and $0 interest expense and recognized $34,856 and $0 amortization of discount. Interest paid in the six months ended June 30, 2022 and 2021 was $0 and 6,255

F-12

NOTE 8 – LOAN PAYABLE

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

The Company has purchased a vehicle under a capital finance arrangement. The term of this loan is 5 years and annual interest rate is 6.90%. At June 30, 2022 and December 31, 2021, loan payable obligations included in current liabilities were $12,061 and $13,400, respectively, and loan payable obligations included in long-term liabilities were $15,398 and $22,518, respectively. During the six months ended June 30, 2022 and 2021, the Company made $6,434 and $5,338 respectively, in loan payments, of which $1,332 and $1,549 were interest.

At June 30, 2022, future minimum payments under the loan, are as follows: 

	Total
2022 (six months remaining in 2022)	$	6,434
2023		12,867
2024		11,816
Thereafter		—
		31,117
Less: Imputed interest		(3,658	)
Loan payable		27,459
Loan payable – current		12,061
Loan payable - non-current	$	15,398

NOTE 9 - RELATED PARTY TRANSACTIONS

Loans from Related Parties

The Company has a loan from our founder, Stephen Morris, with a balance of $385,381 and $428,177 at June 30, 2022 and December 31, 2021, respectively. On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment.

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

The Company received $0 and $0 proceeds and made repayments of $0 and $66,000 during the six months ended June 30, 2022 and 2021. Activity on this loan to arrive at the June 30, 2022 and December 31, 2021 balances is as follows:

	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Beginning balance	$	428,177		$	500,915
Effects of currency translation		(42,796	)		(6,738	)
Loan Payable		385,381			494,177
Less: conversions into preferred stock		—			(66,000	)
Ending balance	$	385,381		$	428,177

F-13

At December 31, 2020, the Company had loans from two minority shareholders totalling $297,006. During the fourth quarter of 2021, the Company received an additional loan from one of these minority shareholders totalling $81,162. The loan is non-interest bearing and due for repayment on February 28, 2022. Agreement was reached to extend repayment of the loan to April 30, 2022, with no penalties. All outstanding amounts were paid by this date. During the six months ended June 30, 2022 and 2021, the Company received proceeds on these loans of $19,709 and $0, respectively, and made repayments of $77,940 and $303,068, respectively. Activity on this loan to arrive at the June 30, 2022 and December 31, 2021 balances is as follows:

	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Beginning balance	$	81,162		$	297,006
Effects of currency translation		(4,668	)		6,062
Loan Payable		76,494			303,068
Add: additions		19,709			81,162
Less: repayments		(77,940	)		(303,068	)
Ending balance	$	18,263		$	81,162

NOTE 10 - WARRANT LIABILITY

The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 11) for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise.

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

The Company determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of June 30, 2022. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black Scholes valuation model.

For the period ended June 30, 2022, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

	Six Months Ended
	June 30,
	2022
Expected term		2.34 - 2.50 years
Expected average volatility		212 - 220%
Expected dividend yield		8.33%
Risk-free interest rate		1.50 – 3.04%

F-14

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Warrant liability as of December 31, 2021	$	—
Addition of new warrant liabilities		421,000
Day-one loss		28,043
Change in fair value of warrant liability		(4,152	)
Warrant liability as of March 31, 2022	$	444,891
Addition of new warrant liabilities		368,000
Day-one gain		(95,768	)
Change in fain value of warrant Liability		(275,178	)
Warrant liability as of June 30, 2022	$	441,945

NOTE 11 - STOCKHOLDERS’ EQUITY

Preferred Stock

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

Special 2019 Series A Preferred Stock

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

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

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

As of June 30, 2022 and December 31, 2021, the Company had 1 share of 2019 Series A Preferred stock issued and outstanding, which is held by our Chief Technology Officer, Stephen Morris. As such, Mr. Morris has substantial voting control of the Company.

Series B Preferred Stock

At June 30, 2022 and December 31, 2021, the Company had designated 0 and 0 shares of Series B Preferred Stock, par value $0.001. On March 31, 2021 the Company amended and restates its Articles of Incorporation and in doing so, retired the Series B Preferred Stock.

Prior to the retirement of the Series B Preferred Stock, the following designations were in effect:

Holders of the Series B Preferred Stock shall after two years of issuance, convert this Class B Preferred Stock based on each Class B Preferred Share equaling .00001% of the total issued and outstanding Common shares of the Company. In the event of a merger, reorganization, recapitalization or similar event of or with respect to the Corporation (other than a Corporate Change in which the Corporation is the surviving entity), this Class B Preferred Stock shall be converted based on each Class B Preferred Share equaling .00001% of the total issued and outstanding shares of common stock of the Company

F-15

During 2021, the Company converted the 2 shares of Series B Preferred to 2,650 shares of common stock valued at $6,000 to the Company’s Founder in satisfaction of debt (Note 9 Related Party Transactions).

As of June 30, 2022 and December 31, 2021, the Company had 0 and 0, shares of Series B preferred stock issued and outstanding, respectively.

Series C Convertible Preferred Stock 

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

As of June 30, 2022 the Company recorded the following transaction in respect of the dividend due on its Series C Convertible Preferred Stock

Dividend liability as of  December 31, 2021	$	—
Dividend declared		3,272
Dividend liability as of March 31, 2022	$	3,272
Dividend paid		(3,272	)
Dividend declared		16,754
Dividend liability as of June 30, 2022	$	16,754

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

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

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

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

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

Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202 . As per section 5(b) the fixed conversion price will be 80% of the lowest traded price for the Company’s common stock during the fifteen(15) Trading Days immediately preceding, but not including the conversion date. 

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

F-16

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

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

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

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

On March 9, the Company issued 168 shares of Series C Convertible Preferred stock to Proactive Capital Partners LP as per the Securities Purchase Agreement. Proactive delivered gross proceeds of $155,000 to the Company (excluded were legal fees).

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

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

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

As a result of the above transactions, the Company received total net proceeds of $789,000, of which $721,275  has been allocated to the warrants and Series C Preferred Stock based on the warrants’ fair market values on each contract date, with the residual loss of $28,043 allocated to day-one loss on warrant liability associated with the March 2022 issuances, and excess proceeds of $95,768 allocated to the Series C Preferred Stock associated with the April, May, and June 2022 issuances. As at June 30, 2022 and 2021, the Company had 903 and 0 shares of Series C Preferred Stock issued and outstanding, respectively.

Common Stock

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

During the six months ended June 30, 2022 and 2021, the Company issued common shares as follows:

Six months ended June, 2021

· 510,200 shares for Advisory Board services valued at $1,532,641

· 24,000 shares for Investor Relations services valued at $60,000

· 2,650 shares for conversion of B preferred shares in satisfaction of related party debt of $6,000

· 7,000,000 shares for the conversion of debt valued at $70,000

F-17

Six months ended June 30, 2022 

· 8,400,000 shares for the 2022 Incentive Scheme award (see Note 11- Equity Incentive Plan) deferred compensation valued at $2,259,600

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

· 7,664,323 shares for Investor Relations and Consulting services valued at $2,002,061

· 587,039 shares as commitment shares under the Equity Financing Agreement with GHS valued at $379,814

· 206,000 shares to White Lion Capital, LLC as a result of a Termination and Release Agreement.

As at June 30, 2022 and December 31, 2021, the Company had 157,191,418 and 140,186,096 shares, respectively, of common stock issued and outstanding.

Warrants

The Company identified conversion features embedded within warrants issued during the period ended June 30, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments in redemption value and number of shares issued upon exercise (see Note 10 Warrant Liability).

A summary of activity during the period ended June 30, 2022 follows:

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2021		—	$	—		—
Granted		2,538,101		0.32		4.77
Exercised		—		—		—
Forfeited/canceled		—		—		—
Outstanding, June 30, 2022		2,538,101	$	0.32		4.77
Exercisable Warrants, June 30, 2022		2,538,101	$	0.32		4.77

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2022:

Warrants Outstanding				Warrants Exercisable
Number of	Weighted Average Remaining Contractual life		Weighted Average	Number of		Weighted Average
Warrants	(in years)		Exercise Price	Shares		Exercise Price
941,599	4.68	$	0.34	941,599	$	0.34
472,205	4.69		0.34	472,205		0.34
562,149	4.82		0.35	562,149		0.35
281,074	4.90		0.22	281,074		0.22
281,074	4.99		0.22	281,074		0.22
2,538,101	4.77	$	0.32	2,538,101	$	0.32

As at June 30, 2022 the intrinsic value of the warrants is $263,982.

F-18

Equity Incentive Plan

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

If the employee is terminated for cause, the employee will forfeit the Restricted Stock Units awarded to date.

During the six months ended June 30, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, a total of 8,400,000 shares of common stock to two Company executives as restricted stock units pursuant to their employment agreements. See Note 12 – Commitments and Contingencies.

The shares were valued at $2,259,600, based on the market price of the common stock on the respective dates of the agreements, which was $0.269 per share, and amortized over their two-year vesting period on a straight-line basis. During the six months ended June 30, 2022, the Company recorded stock-based compensation of $94,150 and had unamortized deferred stock compensation of $2,165,450 as of June 30, 2022.

4,200,000 shares of performance-based stock compensation are scheduled to vest on each of June 1, 2023 and June 1, 2024, respectively. The Company has elected to treat the award as a single award of 8,400,000 shares that vests ratably over the vesting period.

The following table shows the deferred stock compensation activity during the six months ended June 30, 2022:

Deferred stock compensation at December 31, 2021	$	—
Awards issued		2,259,600
Vesting of stock compensation		(94,150	)
Deferred stock compensation at June 30, 2022	$	2,165,450

NOTE 12 - COMMITMENTS AND CONTINGENCIES

During the six months ended June 30, 2022 and 2021, the Company paid $4,264 and $5,115 for its rented premises in Dunfermline, Scotland. The 12-month lease was not renewed in March 2021 and the Company has given notice on the premises to vacate on July 14, 2022 and is exempt from ASC 842 lease accounting due to its short term.

During the six months ended June 30, 2022 and 2021, the Company paid $1,200 and $0 for use of premises in New York, New York. The 12-month agreement was signed in August 2021 for twelve months, at a monthly rate of $200, and is exempt from ASC 842 lease accounting due to its short term.

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

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

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

F-19

The employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022 Equity Incentive Plan (Note 11) with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He is also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two year non-solicit restrictive covenant. The agreement will automatically renew for a further year on May 31, 2023.

The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022 Equity Incentive Plan (Note 11) with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He is also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two year non-solicit restrictive covenant.

The Company entered into employment agreement with Stephen Morris, our Founder and Chief Technology Officer, the term is three years commencing July 1, 2021. Mr. Morris is to receive monthly cash compensation of $15,000 reduced by $4,790 until at least $5,000,000 has been received through the S-1 offering.

On March 25, 2022, the Company entered into a service agreement with PCG Advisory, Inc. The term is six months commencing April 1, 2022. PCG Advisory, Inc. will receive cash of $7,000, plus $7,000 stock compensation per month. The number of shares will be determined based on the closing price on the last trading day of the previous month.

NOTE 13 - SUBSEQUENT EVENTS

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

On July 27, 2022, 29,045 shares of common stock valued at $7,000 were issued to a consultant for investor relation services.

F-20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

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

Business Overview

Bubblr, Inc is a company founded on the principles of digital disruption, innovation and the emerging importance of ethical Internet applications. We call this emergent global movement The Ethical Web (or, WEB.Ɛ).

The 5 pillars of WEB.Ɛ are:

· An internet that decentralizes profits.

· An internet that consecrates citizens’ rights to privacy.

· An internet that levels the playing field for businesses

· An internet that combats social and cultural division

· An internet that is not corrupted by advertising

Mission

Our goal is to fix a broken internet model that currently suffers from the following failures:

1. Systematic abuse of an individual’s personal data;

2. Prohibitively expensive and complex businesses marketing channels for SMEs; and

3. A lack of financial incentives to develop and sustain new Internet economic models.

Bubblr brings a holistic approach to the above problems in a fundamentally unique way. Building on its patented alternative online search mechanism and engaging with the global digital developer community, we plan to build a new economic platform that we believe will be sustainable and fair to users, online businesses, and all online stakeholders. Our mission is twofold:

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1) Empower the developers of a new Internet in creating Ethical Technologies both through in-house Intellectual Property, providing advanced digital tools that enable developers and creators to build fair-forward solutions to build a new Ethical Internet Ecosystem (the “Ethical Web” or WEB.Ɛ), and

2) Acquire/Commercialize/Invest in WEB.Ɛ products and services developed on our global platform and/or with corporate partners.

Open-Code Ecosystem

Understanding that the WEB.Ɛ concept is larger than any one entity, requiring various layers of technologies across multiple business sectors, we are building an Open-Code Platform (OSP) to engage and incentivize the world’s developers and engineers in our mission for a more equitable Internet, at the DNA level.

With our own intellectual property at its core, we will construct our OCP with economic incentives for the developer community in mind, incorporating a number of related digital tools that support the ethical development of new mobile applications that adhere to and reflect the highest standards of WEB.Ɛ. 

We believe that our software as a service (SAAS) Open-Code Platform will allow the open-source community, companies and not-for-profits to be able to build their own mobile applications using templates downloadable from a central code repository. We intend to focus on Low-Code and No-Code applications as much as possible to attract a larger pool of developers. As partners register onto our platform, they are provisioned with online dashboards that allow them to fully utilize the SAAS platform and will have their own sandbox provisioned to test their apps.

Mobile-First

All of the consumer-based products subsequently developed by our registered partners are designed to deliver the presentation layer through mobile-first consumer experiences.

While we are a mobile-first company, we understand the need for flexibility in order to maximize market penetration. To this end we plan to develop relationships with the new wave of security-first browsers such as Brave, TOR and others.

Monetization and Market-Making

We are developing our platform by concentrating on proven value methodologies designed to exponentially increase the adoption of our IP through the following four-tiered process:

1. Research, Development and Commercialization. We are creating an Open-Code Initiative designed to evolve our IP (developed under patent) as well as that of our partners and future potential acquisitions. This will allows us to identify growth areas and expand ecosystems, platforms, and products within those areas, positioning us for commercialization opportunities across a wide range of business sectors.

2. Licensing and SAAS. We will provide revenue opportunities through partnerships with select start-ups and established corporations to further our reach and rapid development of platform applications. The SAAS platform will allow low volume, free community access. However, platform usage is metered, and those partners who start using the platform for larger volume will be obliged to pay an appropriate license fee.

3. Venture Funding. We will license or otherwise provide our technology to select start-ups, teams and developers, and fund early stage startups that develop promising applications arising from the platform. This will allow us to grow a multi-sector ecosystem and maximize reach and revenues through multiple streams.

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Advanced Tools and Future Services

We have developed a data-driven conversations (DDC) capability that is in the process of being implemented into our platform and app technologies. This generic application can be used by developers with access to our toolkit and will allow Bubblr to build and alter conversation search dialogues to optimize searching for information and content.

Additionally, are building complex AI and machine learning to optimize search results regarding relevance and salience for searching for critical information. Our plans include adding these algorithms to the Open-Code platform and development ecosystems and to our overall Software Development Kit (SDK).

The systems architecture to support these innovations continues to evolve and our plan is designed to evolve with it. Our belief is that a collection of technologies, geared to incentivize developed and create multiple revenue streams for Bubblr, is the perfect strategy to create exponential value for the Company and significantly enhance our shareholders’ interests.  

Our headquarters is located at 21 West 46th Street, New York, New York 10036. Our phone number is (647) 646 2263. General information about us can be found at www.bubblr.com. The information contained on or connected to our website is not incorporated by reference into this quarterly report on Form 10-Q and should not be considered part of this or any other report filed with the SEC.

Results of Operation for Three and Six Months Ended June 30, 2022 and 2021

Revenues

We did not achieve revenues from our current operations for the three or six months ended June 30, 2022 or 2021. We will not achieve revenues unless we are able to market, support and deliver our product and service offerings. There can be no assurances that we will achieve revenues despite our efforts.

Operating Expenses

Operating expenses increased to $2,482,731 for the three months ended June 30, 2022, as compared with $1,322,429 for the same period ended 2021. For the three months ended June 30, 2022, our operating expenses mainly consisted of $2,095,727 in professional fees, of which $1,993,081for consulting and was paid by the issuance of common stock. Additional operating expenses consisted of $172,547 in compensation, $100,859 in amortization and depreciation, $52,694 in research and development, $44,595 in market and regulation costs, and $16,309 in general and administrative expenses. For the three months ended June 30, 2021, our operating expenses mainly consisted of $877,149 in professional fees, of which $828,565 was charged for Advisory Board members and were paid by the issuance of common stock., $176,360 in compensation expense, $135,799 in research and development expense, $95,851 in amortization and depreciation, $19,691 in market and regulation costs and $17,579 in general and administrative costs.

Operating expenses increased to $3,034,072 for the six months ended June 30, 2022, as compared with $2,595,405 for the same period ended 2021. For the six months ended June 30, 2022, our operating expenses mainly consisted of $2,288,556 in professional fees, of which $2,077,522 was charged for consultant and Advisory Board fees that were paid by the issuance of common stock. Additional operating expenses consisted of $313,491 in compensation, $208,454 in amortization and depreciation, $113,922 in research and development, $82,188 in market and regulation costs, and $27,428 in general and administrative expenses. For the six months ended June 30, 2021, our operating expenses mainly consisted of $1,672,295 in professional fees, of which $1,592,641 was charged for Advisory Board members and consultant compensation that was paid by the issuance of common stock, $345,323 in compensation expense, $263,388 in research and development expense, $190,695 in amortization and depreciation, $90,682 in general and administrative costs and $33,022 in market and regulation costs.

Provided we obtain financing, our operating expenses are expected to increase in future quarters with additional human resources and R&D expenditures as we implement our Open-Code Initiative, and the added administrative and legal expenses associated with being a reporting company with the Securities and Exchange Commission.

Other Income (Expenses)

We had net other income of $123,853 for the three months ended June 30, 2022, as compared with net other expense of $4,693 for the same period ended 2021. For the three months ended June 30, 2022, our other income (expense) consisted primarily of $275,178 gain on fair market value of warrant derivative liability and interest income of $402, offset by expenses of $121,307 currency transaction loss and interest expense of $30,420. Our other income (expense) for the same period ended 2021 consisted of a gain in debt settlement of $5,000 and interest income of $460, offset by expenses of $7,149 in foreign currency transaction losses and $3,004 interest expense.

We had other expense of $355,137 for the six months ended June 30, 2022, as compared with other expense of $15,992 for the same period ended 2021. For the six months ended June 30, 2022, our other expense consisted primarily of $445,264 interest expense, $162,014 currency transaction loss, offset by a gain on fair market value of warrant derivative liability of $251,287. Our other expenses for the same period ended 2021 consisted of $13,814 in foreign currency transaction losses, $7,804 interest expense, offset by a gain on debt settlement of $5,000, and interest income of $626.

Net Loss and Comprehensive Loss

We finished the six months ended June 30, 2022 with a net loss of $3,389,209, as compared to a net loss of $2,611,397 during the six months ended June 30, 2021. Foreign currency translation gains of $60,679 and $27,353, respectively, for the six months ended June 30, 2022 and 2021, resulted in net comprehensive loss of $3,328,530 and $2,584,044, respectively.

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Liquidity and Capital Resources

As of June 30, 2022 and December 31, 2021, we had total current assets of $139,728, and $161,184, respectively, and total current liabilities of $613,530 and $744,820, respectively, resulting in a working capital deficit of $473,802 and $583,683, respectively.

Our operating activities used $882,052 during the six months ended June 30, 2022 as compared with $859,803 used in operating activities in the six months ended June 30, 2021. Our negative operating cash flows for both periods in 2022 and 2021 is largely the result of our net loss for the periods. 

We used $19,228 and $53,160 in investing activities during the six months ended June 30, 2022 and 2021, respectively, for the purchase of intangible and fixed assets.

Financing activities provided $716,063 during the six months ended June 30, 2022 compared with $1,699,172 provided during the six months ended June 30, 2021. During the six months ended June 30, 2022, we received $789,000 for issue of Series C Preferred Stock, $15,000 in loans payable, and $19,709 from loans payable – related party, and made repayments of $77,940 in loans payable – related party and $6,434 in loans payable and payment of $3,272 in dividend due on Series C Preferred Stock. During the six months ended June 30, 2021, we received proceeds of $2,007,578 in convertible notes, offset by $308,406 in repayments of unsecured loans.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements.

On March 4, 2022, we entered a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to Seven Thousand Dollars ($700,000) of the Company’s Series C Convertible Preferred Stock in exchange for Seven Hundred (700) shares of Series C Convertible Preferred Stock. The first tranche, promptly upon execution of the Securities Purchase Agreement, was for the purchase of Three Hundred (300) shares of Series C Convertible Preferred Stock for Three Hundred Thousand Dollars ($300,000). The remaining tranches of shares shall occur so long as certain conditions are met as described in the GHS Securities Purchase Agreement.

The Company issued to GHS commitment shares of Thirty-Five (35) shares of Series C Convertible Preferred Stock and a warrant (the “GHS Warrant”) to purchase 75% of the number of shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock (the “GHS Warrant Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series C Convertible Preferred Stock and the GHS Warrant Shares.

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

We also entered into a Securities Purchase Agreement on March 9, 2022 with another accredited investor, whereby the investor agreed to purchase One Hundred and Sixty (160) shares of Series C Preferred Stock for One Hundred and Sixty Thousand ($160,000).

The Company issued to this investor commitment shares of Eight (8) shares of Series C Convertible Preferred Stock and a warrant (the “Warrant”) to purchase 75% of the number of shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock (the “Warrant Shares”). The Company has agreed to register the shares of common stock issuable pursuant to the conversion of the Series C Convertible Preferred Stock and the Warrant Shares. Net proceeds of $155,000 were realized by the Company.

Also on March 9, 2022, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with GHS. Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to Fifteen Million ($15,000,000) upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). 

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Following effectiveness of the Registration Statement, the Company shall have the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred and fifty percent (250%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, in an amount equaling less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity Financing Agreement). Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the Purchase price shall mean ninety percent (90%) of the Market Price, subject to a floor of $.01 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $15,000,000 worth of Common Stock under the terms of the Equity Financing Agreement.

Additionally, concurrently with the execution of definitive agreements, the Company shall issue common shares to the Investor representing a dollar value equal to one percent (1.0%) of the Commitment Amount (the “Commitment Shares”). The Commitment Shares shall be calculated at the applicable Purchase Price on the trading day immediately preceding the execution of definitive agreements.

The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30 days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed.

On March 24, 2022, the Company and White Lion executed a Termination and Release Agreement dated March 22, 2022, to terminate the Purchase Agreement and Registration Rights Agreement dated February 1, 2022 for an equity line of up to $10 million and registration rights. In consideration, the Company agreed to issue to White Lion 103,000 shares of common stock and to register all White Lion’s 206,000 shares.

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

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

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

We also plan to seek additional financing in a private or public equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

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Critical Accounting Policies and Significant Judgments and Estimates

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

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

§	Foreign Currency Translations
§	Intangible 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 generally their local currency of Great British pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates.  The resulting translation adjustments are recorded directly into accumulated other comprehensive income.

Intangible Assets

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

Long-Lived Assets

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

Income Taxes

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

9

Convertible Financial Instruments

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

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 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). 

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

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 quarter ended June 30, 2022 and 2021 included herein.

Off Balance Sheet Arrangements

As of June 30, 2022, there were no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

10

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2022. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our interim Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and interim Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2022, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2022: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2022 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. 

11

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A: Risk Factors

See risk factors included in our Registration Statement on Form S-1/A filed on June 7, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

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

· 8,400,000 shares for the 2022 Incentive Scheme award deferred compensation valued at $2,259,600.

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

· 67,079 shares for Investor Relations services valued at $22,980;

· 7,597,244 shares for Consultancy in regards the Merger with U.S. Wireless Online, Inc valued at $1,979,082;

· 587,039 shares as commitment shares under the Equity Financing Agreement with GHS;

· 206,000 shares to White Lion Capital, LLC as a result of a Termination and Release Agreement; and

· 503 shares of Series C Preferred Stock and 75% warrant coverage in connection with Securities Purchase Agreements with GHS and Proactive.

Subsequent to the reporting period, the Company issued 29,045 shares of Common Stock in connection with Investor Relation Services.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-K for the quarter ended June 30, 2022 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

12

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Bubblr, Inc.
Date:	August 22, 2022
By:	/s/ Rik Willard
	Rik Willard
Title:	Chief Executive Officer (principal executive officer)

By:	/s/ Virginia Mackin
	Virginia Mackin
Title:	Interim Chief Financial Officer (principal financial officer and principal accounting officer)

13

EX-31.1

CERTIFICATIONS

I, Rik Willard, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Bubblr, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2022

/s/ Rik Willard

By: Rik Willard

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Virginia Mackin, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 of Bubblr, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2022

/s/ Virginia Mackin

By: Virginia Mackin

Title: Interim Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bubblr, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2022 filed with the Securities and Exchange Commission (the “Report”), I, Rik Willard, Chief Executive Office, and I, Virginia Mackin, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Rik Willard
Name:	Rik Willard
Title:	Chief Executive Officer
Date:	August 22, 2022
By:	/s/ Virigina Mackin
Name:	Virginia Mackin
Title:	Interim Chief Financial Officer
Date:	August 22, 2022

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

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 22, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-260902
Entity Registrant Name	Bubblr, Inc.
Entity Central Index Key	0001873722
Entity Tax Identification Number	86-2355916
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	21 West 46th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	647
Local Phone Number	646 2263
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		157,220,463

XML

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 55,932	$ 62,967
Accounts receivable	10,776	17,966
Advances receivable	73,020	80,251
Total current assets	139,728	161,184
Non-current Assets:
Property and equipment, net	54,835	69,620
Intangible assets, net	1,300,341	1,627,010
Total non-current assets	1,355,176	1,696,630
TOTAL ASSETS	1,494,904	1,857,814
Current Liabilities:
Accounts payable	135,461	200,666
Dividends payable	16,754
Accrued interest	45,610	21,415
Loan payable, current portion	12,061	13,400
Loan payable - related party	403,644	509,339
Total current liabilities	613,530	744,820
Non-current liabilities:
Convertible note payable - net of discount of $34,856 and $69,714	2,252,924	2,218,066
Loan payable,  non-current portion	15,398	22,518
Warrant derivative liability	441,945
Total non-current liabilities	2,710,267	2,240,584
Total Liabilities	3,323,797	2,985,404
Stockholders' Deficit
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 157,191,418 and 140,186,096 shares issued and outstanding at June 30, 2022 and December 31, 2021	1,571,915	1,401,861
Additional paid-in capital	10,121,449	5,478,801
Deferred stock compensation	(2,165,450)
Accumulated deficit	(11,794,731)	(8,385,496)
Accumulated other comprehensive income	437,923	377,244
Total Stockholders' Deficit	(1,828,893)	(1,127,590)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,494,904	1,857,814
Series A Preferred Stock [Member]
Stockholders' Deficit
Preferred Stock, $0.001 par value, 25,000,000 shares authorized
Series C Preferred Stock [Member]
Stockholders' Deficit
Preferred Stock, $0.001 par value, 25,000,000 shares authorized	$ 1

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument, Unamortized Discount (Premium), Net	$ 34,856	$ 69,714
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	25,000,000	25,000,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	3,000,000,000	3,000,000,000
Common Stock, Shares, Issued	157,191,418	140,186,096
Common Stock, Shares, Outstanding	157,191,418	140,186,096
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1	1
Preferred Stock, Shares Issued	1	1
Preferred Stock, Shares Outstanding	1	1
Series C Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	2,000	2,000
Preferred Stock, Shares Issued	903	0
Preferred Stock, Shares Outstanding	903	0

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating Expenses
General and administrative	$ 16,309	$ 17,579	$ 27,428	$ 90,682
Professional fees	2,095,727	877,149	2,288,556	1,672,295
Market and regulation costs	44,595	19,691	82,188	33,022
Compensation	172,547	176,360	313,491	345,323
Amortization and depreciation	100,859	95,851	208,454	190,695
Research and development	52,694	135,799	113,955	263,388
Total operating expense	2,482,731	1,322,429	3,034,072	2,595,405
Operating loss	(2,482,731)	(1,322,429)	(3,034,072)	(2,595,405)
Other income (expense)
Interest income	402	460	854	626
Gain on debt settlement		5,000		5,000
Interest expense	(30,420)	(3,004)	(445,264)	(7,804)
Gain on change in fair value of warrant derivative liability	275,178		251,287
Foreign currency transaction loss	(121,307)	(7,149)	(162,014)	(13,814)
Total other income (expense)	123,853	(4,693)	(355,137)	(15,992)
Net loss before income tax	(2,358,878)	(1,327,122)	(3,389,209)	(2,611,397)
Provision for income tax
Net loss after income tax	(2,358,878)	(1,327,122)	(3,389,209)	(2,611,397)
Other comprehensive income (loss)
Foreign currency translation gain	47,306	6,394	60,679	27,353
Total other comprehensive income (loss)	47,306	6,394	60,679	27,353
Net comprehensive loss	$ (2,311,572)	$ (1,320,728)	$ (3,328,530)	$ (2,584,044)
Net loss per common share, basic and diluted	$ (0.02)	$ (0.01)	$ (0.02)	$ (0.02)
Weighted average number of common shares outstanding, basic and diluted	141,753,945	140,102,076	141,124,825	140,102,076

XML

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Deferred Compensation, Share-Based Payments [Member]	Retained Earnings [Member]	Comprehensive Income [Member]	Treasury Stock [Member]	Total
Balance -March 31, 2022 at Dec. 31, 2020				$ 1,325,652	$ 3,704,045		$ (4,692,009)	$ 354,093	$ (60,000)	$ 631,781
Shares, Issued at Dec. 31, 2020	1	2		132,565,225
Conversion of Preferred B shares to common shares		$ 0		$ 27	5,973					6,000
[custom:PreferredBSharesConvertedToCommonSharesShares]		(2)		2,650
Issuance of Special 2019 Series A Preferred Stock from Treasury to related party in satisfaction of debt									60,000	60,000
Stock Issued During Period, Shares, Treasury Stock Reissued
Issuance of common shares for Services Advisory Board				$ 3,061	701,015					704,076
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture				306,120
Issuance of common shares for Services - Consulting				$ 240	59,760					60,000
Stock Issued During Period, Shares, Issued for Services				24,000
Net loss							(1,284,275)			(1,284,275)
Other comprehensive income								20,959		20,959
[custom:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterestShares]
Balance -June 30, 2022 at Mar. 31, 2021			$ 0	$ 1,328,980	4,470,793		(5,976,284)	375,052		198,541
Shares, Issued at Mar. 31, 2021	1			132,897,995
Balance -March 31, 2022 at Dec. 31, 2020				$ 1,325,652	3,704,045		(4,692,009)	354,093	(60,000)	631,781
Shares, Issued at Dec. 31, 2020	1	2		132,565,225
Conversion of Preferred B shares to common shares										6,000
[custom:PreferredBSharesConvertedToCommonSharesShares]				2,650
Net loss										(2,611,397)
Other comprehensive income										27,353
Vesting of common shares issued as deferred compensation
Balance -June 30, 2022 at Jun. 30, 2021				$ 1,401,021	5,297,317		(7,303,406)	381,446		(223,622)
Shares, Issued at Jun. 30, 2021	1			140,102,075
Balance -March 31, 2022 at Mar. 31, 2021			$ 0	$ 1,328,980	4,470,793		(5,976,284)	375,052		198,541
Shares, Issued at Mar. 31, 2021	1			132,897,995
Net loss							(1,327,122)			(1,327,122)
Other comprehensive income								6,394		6,394
[custom:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterestShares]
Issuance of common shares for Services - Advisory Board				$ 2,041	826,524					828,565
[custom:StockIssuedDuringPeriodSharesIssuedForServicesAdvisoryBoard]				204,080
Issuance of common shares for debt conversion				$ 70,000						70,000
[custom:CommonStockIssuedForSettlementOfDebtShares]				7,000,000
Balance -June 30, 2022 at Jun. 30, 2021				$ 1,401,021	5,297,317		(7,303,406)	381,446		(223,622)
Shares, Issued at Jun. 30, 2021	1			140,102,075
Balance -March 31, 2022 at Dec. 31, 2021				$ 1,401,861	5,478,801		(8,385,496)	377,244		(1,127,590)
Shares, Issued at Dec. 31, 2021	1			140,186,096
Issuance of common shares for Services Advisory Board				$ 1,480	73,980					75,460
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture				147,960
Issuance of common shares for Services - Consulting				$ 193	8,787					8,980
Stock Issued During Period, Shares, Issued for Services				19,250
Net loss							(1,030,331)			(1,030,331)
Other comprehensive income								13,373		13,373
[custom:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterestShares]
Issuance of common shares for Equity Finance Agreement Incentive				$ 7,930	371,884					379,814
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]				793,039
Issue of Series C Preferred shares			$ 1		(1)
Stock Issued During Period, Shares, New Issues			503
Dividend Series C Preferred Shares							(3,272)			(3,272)
Preferred Stock Dividends, Shares
Balance -June 30, 2022 at Mar. 31, 2022			$ 1	$ 1,411,464	5,933,451		(9,419,099)	390,617		(1,683,566)
Shares, Issued at Mar. 31, 2022	1		503	141,146,345
Balance -March 31, 2022 at Dec. 31, 2021				$ 1,401,861	5,478,801		(8,385,496)	377,244		(1,127,590)
Shares, Issued at Dec. 31, 2021	1			140,186,096
Conversion of Preferred B shares to common shares
Net loss										(3,389,209)
Other comprehensive income										60,679
Issuance of common shares as deferred compensation						(2,259,600)
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]				8,400,000
Vesting of common shares issued as deferred compensation										94,150
Balance -June 30, 2022 at Jun. 30, 2022			$ 1	$ 1,571,915	10,121,449	(2,165,450)	(11,794,731)	437,923		(1,828,893)
Shares, Issued at Jun. 30, 2022	1		903	157,191,418
Balance -March 31, 2022 at Mar. 31, 2022			$ 1	$ 1,411,464	5,933,451		(9,419,099)	390,617		(1,683,566)
Shares, Issued at Mar. 31, 2022	1		503	141,146,345
Issuance of common shares for Services - Consulting				$ 76,451	1,916,630					1,993,081
Stock Issued During Period, Shares, Issued for Services				7,645,073
Net loss							(2,358,878)			(2,358,878)
Other comprehensive income								47,306		47,306
[custom:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterestShares]
Issue of Series C Preferred shares			$ 0		95,768					95,768
Stock Issued During Period, Shares, New Issues			400
Dividend Series C Preferred Shares							(16,754)			(16,754)
Preferred Stock Dividends, Shares
Issuance of common shares as deferred compensation				$ 84,000	2,175,600	(2,259,600)
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]				8,400,000
Vesting of common shares issued as deferred compensation						94,150				94,150
[custom:VestingOfDeferredStockBasedCompensationShares]
Balance -June 30, 2022 at Jun. 30, 2022			$ 1	$ 1,571,915	$ 10,121,449	$ (2,165,450)	$ (11,794,731)	$ 437,923		$ (1,828,893)
Shares, Issued at Jun. 30, 2022	1		903	157,191,418

XML

Consolidated Statements of Cashflows - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss				$ (3,389,209)	$ (2,611,397)
Net loss to net cash used in operating activities:
Stock based compensation				2,077,521	1,592,641
Vesting of deferred stock based compensation	$ 94,150			94,150
Stock based finance incentive				379,814
Gain on settlement of debt		$ (5,000)			(5,000)
Gain on change in fair value of warrant derivative liability	(275,178)			(251,287)
Amortization of debt discount				39,856
Amortization of intangible asset				187,621	185,088
Depreciation				7,826	5,746
Changes in operating assets and liabilities:
Increase (decrease) in accounts receivable				4,945	(3,957)
Increase (decrease) in accrued interest				24,283	(12,262)
Increase (decrease) in accounts payables				(57,572)	(10,662)
Net cash used in operating activities				(882,052)	(859,803)
Cash flows from investing activities
Purchase of fixed assets				0	(1,330)
Purchase of intangible assets				(19,228)	(51,830)
Net cash used in investing activities				(19,228)	(53,160)
Cash flows from financing activities
Payment of dividends	(3,272)			(3,272)
Proceeds from loans payable				15,000
Repayment of loans payable				(26,434)	(5,338)
Repayment of loans payable - related party				(77,940)	(303,068)
Proceeds from loans payable - related party				19,709
Net proceeds from issuance of Series C Preferred Stock				789,000
Proceeds from issuance of convertible notes payable					2,007,578
Net cash provided by financing activities				716,063	1,699,172
Effects of exchange rate changes on cash				178,182	2,227
Net Change in Cash				(7,035)	788,436
Cash - Beginning of Period/Year			$ 96,602	62,967	96,602	$ 96,602
Cash - End of Period/Year	$ 55,932	$ 885,038		55,932	885,038	$ 62,967
Supplemental information:
Cash paid for interest				6,332	7,804
Cash paid for taxes
Non-cash investing and financing activities
Original issue discount on convertible notes					104,572
Common stock issued for conversion of debt					70,000
Special 2019 Series A Preferred Stock issued from Treasury to related party in satisfaction of debt					60,000
Common stock issued to related party for conversion of Series B Preferred Stock			$ 6,000		6,000
Warrant liability				721,275
Declared dividends				$ 16,754

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NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY

NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY

Organization and Operations

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

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

Going Concern Matters

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $3,328,530 during the six months ended June 30, 2022 and has an accumulated deficit of $11,794,731 as of June 30, 2022. In addition, current liabilities exceed current assets by $473,802 as of June 30, 2022.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. See Note 13 – Subsequent Events.

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

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

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company instituted some temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of at June 30, 2022.

Most of the restrictions imposed by governments worldwide have now been relaxed. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change, as new events occur, and additional information is obtained. 

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Convertible Financial Instruments

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

Fair Value of Financial Instruments

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

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

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

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

The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the six months ended June 30, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At June 30, 2022, the warrant liabilities balance was $441,945. There were no changes in the fair value hierarchy leveling during the six months ended June 30, 2022 and 2021.

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  

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

Basic and Diluted Net Loss per Common Share

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

For the three and six months ended June 30, 2022 and 2021, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,
	2022		2021
	(Shares)		(Shares)
Series C Preferred Stock		3,384,135		—
Warrants		2,358,101		—
Convertible Notes		2,027,127		1,836,652
Total		7,769,363		1,836,652

Beneficial Conversion Feature

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early-adopted the new guidance on January 1, 2021. As the result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible notes described in Note 7 – Convertible Notes Payable. 

Foreign Currency Translations

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

	June 30,		December 31.
	2022		2021
Period-end GBP£:US$ exchange rate		1.2174		1.3527
Annual average GBP£:US$ exchange rate		1.299		1.3767

Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaling $162,014 and $13,814 were recognized during the six months ended June 30, 2022 and 2021, respectively.

Income Taxes

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

As of June 30, 2022 and December 31, 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

UK Taxes

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

 UK Tax Risk

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

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

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

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

Recent Accounting Pronouncements  

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

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NOTE 3 – ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2022

Credit Loss [Abstract]

NOTE 3 – ACCOUNTS RECEIVABLE

NOTE 3 – ACCOUNTS RECEIVABLE

As of June 30, 2022 and December 31, 2021, accounts receivable consisted of the following:

	June 30,		December 31,
	2022		2021
Deposit	$	2,434	$	2,682
UK VAT Receivable		8,342		15,084
Prepayments		—		200
Accounts receivable	$	10,776	$	17,966

Any nominal change in the deposit value is due to exchange rate fluctuation.

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NOTE 4 – ADVANCES RECEIVABLE

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

NOTE 4 – ADVANCES RECEIVABLE

NOTE 4 – ADVANCES RECEIVABLE

As of June 30, 2022 and December 31, 2021, cash advances consisted of the following:

	June 30,		December 31,
	2022		2021
Advance principal receivable -G	$	48,163	$	54,529
Advance principal receivable -J		19,480		21,643
Interest due		5,377		4,079
Total advances receivable	$	73,020	$	80,251

The advance labelled Advance principal receivable-G carries an interest rate of 3%.   The advance principal labelled Advance receivable -J is non-interest bearing. The Company has the expectation that both outstanding advances will be repaid to the Company within the next 12 months.

Any difference on the Advance principal is due to currency translation.

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NOTE 5 - PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

NOTE 5 - PROPERTY AND EQUIPMENT

NOTE 5 - PROPERTY AND EQUIPMENT

As of June 30, 2022 and December 31, 2021, property and equipment consisted of the following:

	Motor Vehicles			Computer Equipment			Office Equipment			Total
Cost
At December 31, 2021	$	63,576		$	31,500		$	629		$	95,705
Additions		—			—			—			—
Effects of currency translation		(6,353	)		(3,149	)		(63	)		(9,565	)
At June 30, 2022	$	57,223		$	28,351		$	566		$	86,140
Less accumulated depreciation
At December 31, 2021	$	14,092		$	11,710		$	283		$	26,085
Depreciation expense		3,044			4,725			57			7,826
Effects of currency translation		(1,407	)		(1,170	)		(29	)		(2,606	)
At June 30, 2022	$	15,729		$	15,265		$	311		$	31,305
Net book value
At June 30, 2022	$	41,494		$	13,086		$	255		$	54,835
At December 31, 2021	$	49,484		$	19,790		$	346		$	69,620

During the six months ended June 30, 2022 and 2021, the Company recorded purchases of $0 and $1,330, respectively and depreciation expense of $7,826 and $5,746, respectively. There was no impairment, or disposals of property and equipment.

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NOTE 6 - INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 6 - INTANGIBLE ASSETS

NOTE 6 - INTANGIBLE ASSETS

Patents

A Patent on the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa and New Zealand. A Notice of Approval has also been issued for Canada. The patent is currently pending in the following areas: Australia, European Union and the United Kingdom.

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

Intellectual Property

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

Trademarks

The Company has the following trademarks

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

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

As of June 30, 2022 and December 31, 2021, trademarks consisted of the following:

	June 30,			December 31,
	2022			2021
Trademarks:
NewzMineTM	$	9,636		$	9,636
Citizens Journalist™		25,380			23,193
Effects of currency translation		(3,282	)		—
	$	31,734		$	32,829

As of June 30, 2022 and December 31, 2021, intangible assets consisted of the following:

Cost	Patents			Trademarks			Intellectual Property			Capitalized Acquisition Costs		Total
At December 31, 2021	$	151,860		$	32,829		$	2,861,906		$	45,745	$	3,092,340
Additions		17,041			2,187			—			—		19,228
Effects of currency translation		(15,179	)		(3,282	)		(286,042	)		—		(304,503	)
At June 30, 2022	$	153,722		$	31,734		$	2,575,864		$	45,745	$	2,807,065
Less accumulated amortization
At December 31, 2021	$	—		$	—		$	1,463,042		$	2,288	$	1,465,330
Amortization expense		2,489			—			183,988			1,144		187,621
Effects of currency translation		—			—			(146,227	)		—		(146,227	)
At June 30, 2022	$	2,489		$	—		$	1,500,803		$	3,432	$	1,506,724
Net book value
At June 30, 2022	$	151,233		$	31,734		$	1,075,061		$	42,313	$	1,300,341
At December 31, 2021	$	151,860		$	32,829		$	1,398,864		$	43,457	$	1,627,010

During the six months ended June 30, 2022 and 2021, the Company purchased $19,228 and $51,830, respectively, in intangible assets, and recorded amortization expense of $187,621 and $185,088, respectively. During the six months ended June 30, 2022 and 2021, impairment of $0 and $0 was recorded. Based on the carrying value of definite-lived intangible assets as of June 30, 2022, we estimate our amortization expense for the next five years will be as follows:

Six months ended June 30,		Patents		Intellectual Property		Capitalized Acquisition Costs		Total
	6 months remaining 2022	$	3,781	$	76,790	$	1,144	$	81,715
	2023		7,562		153,580		2,288		163,430
	2024		7,562		153,580		2,288		163,430
	2025		7,562		153,580		2,288		163,430
	2026		7,562		153,580		2,288		163,430
	Thereafter		117,204		383,951		32,017		533,172
		$	151,233	$	1,075,061	$	42,313	$	1,268,607

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NOTE 7 - CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

NOTE 7 - CONVERTIBLE NOTES PAYABLE

NOTE 7 - CONVERTIBLE NOTES PAYABLE

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

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

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

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

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

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

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

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

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

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

At June 30, 2022 and December 31, 2021, convertible notes consisted of the following

	June 30,			December 31,
	2022			2021
Promissory notes - issued in fiscal year 2021	$	2,287,780		$	2,278,780
Total convertible notes payable		2,287,780			2,278,780
Less: unamortized debt discount		(34,856	)		(69,714	)
Less: current portion of convertible notes		—			—
Long-term convertible notes	$	2,252,924		$	2,218,066

During the six months ended June 30, 2022 and 2021, the Company recorded $22,874 and $0 interest expense and recognized $34,856 and $0 amortization of discount. Interest paid in the six months ended June 30, 2022 and 2021 was $0 and 6,255

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NOTE 8 – LOAN PAYABLE

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

NOTE 8 – LOAN PAYABLE

NOTE 8 – LOAN PAYABLE

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

The Company has purchased a vehicle under a capital finance arrangement. The term of this loan is 5 years and annual interest rate is 6.90%. At June 30, 2022 and December 31, 2021, loan payable obligations included in current liabilities were $12,061 and $13,400, respectively, and loan payable obligations included in long-term liabilities were $15,398 and $22,518, respectively. During the six months ended June 30, 2022 and 2021, the Company made $6,434 and $5,338 respectively, in loan payments, of which $1,332 and $1,549 were interest.

At June 30, 2022, future minimum payments under the loan, are as follows: 

	Total
2022 (six months remaining in 2022)	$	6,434
2023		12,867
2024		11,816
Thereafter		—
		31,117
Less: Imputed interest		(3,658	)
Loan payable		27,459
Loan payable – current		12,061
Loan payable - non-current	$	15,398

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NOTE 9 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

NOTE 9 - RELATED PARTY TRANSACTIONS

NOTE 9 - RELATED PARTY TRANSACTIONS

Loans from Related Parties

The Company has a loan from our founder, Stephen Morris, with a balance of $385,381 and $428,177 at June 30, 2022 and December 31, 2021, respectively. On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment.

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

The Company received $0 and $0 proceeds and made repayments of $0 and $66,000 during the six months ended June 30, 2022 and 2021. Activity on this loan to arrive at the June 30, 2022 and December 31, 2021 balances is as follows:

	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Beginning balance	$	428,177		$	500,915
Effects of currency translation		(42,796	)		(6,738	)
Loan Payable		385,381			494,177
Less: conversions into preferred stock		—			(66,000	)
Ending balance	$	385,381		$	428,177

At December 31, 2020, the Company had loans from two minority shareholders totalling $297,006. During the fourth quarter of 2021, the Company received an additional loan from one of these minority shareholders totalling $81,162. The loan is non-interest bearing and due for repayment on February 28, 2022. Agreement was reached to extend repayment of the loan to April 30, 2022, with no penalties. All outstanding amounts were paid by this date. During the six months ended June 30, 2022 and 2021, the Company received proceeds on these loans of $19,709 and $0, respectively, and made repayments of $77,940 and $303,068, respectively. Activity on this loan to arrive at the June 30, 2022 and December 31, 2021 balances is as follows:

	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Beginning balance	$	81,162		$	297,006
Effects of currency translation		(4,668	)		6,062
Loan Payable		76,494			303,068
Add: additions		19,709			81,162
Less: repayments		(77,940	)		(303,068	)
Ending balance	$	18,263		$	81,162

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NOTE 10 - WARRANT LIABILITY

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

NOTE 10 - WARRANT LIABILITY

NOTE 10 - WARRANT LIABILITY

The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 11) for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise.

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

The Company determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of June 30, 2022. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black Scholes valuation model.

For the period ended June 30, 2022, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows:

	Six Months Ended
	June 30,
	2022
Expected term		2.34 - 2.50 years
Expected average volatility		212 - 220%
Expected dividend yield		8.33%
Risk-free interest rate		1.50 – 3.04%

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Warrant liability as of December 31, 2021	$	—
Addition of new warrant liabilities		421,000
Day-one loss		28,043
Change in fair value of warrant liability		(4,152	)
Warrant liability as of March 31, 2022	$	444,891
Addition of new warrant liabilities		368,000
Day-one gain		(95,768	)
Change in fain value of warrant Liability		(275,178	)
Warrant liability as of June 30, 2022	$	441,945

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NOTE 11 - STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

NOTE 11 - STOCKHOLDERS’ EQUITY

NOTE 11 - STOCKHOLDERS’ EQUITY

Preferred Stock

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

Special 2019 Series A Preferred Stock

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

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

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

As of June 30, 2022 and December 31, 2021, the Company had 1 share of 2019 Series A Preferred stock issued and outstanding, which is held by our Chief Technology Officer, Stephen Morris. As such, Mr. Morris has substantial voting control of the Company.

Series B Preferred Stock

At June 30, 2022 and December 31, 2021, the Company had designated 0 and 0 shares of Series B Preferred Stock, par value $0.001. On March 31, 2021 the Company amended and restates its Articles of Incorporation and in doing so, retired the Series B Preferred Stock.

Prior to the retirement of the Series B Preferred Stock, the following designations were in effect:

Holders of the Series B Preferred Stock shall after two years of issuance, convert this Class B Preferred Stock based on each Class B Preferred Share equaling .00001% of the total issued and outstanding Common shares of the Company. In the event of a merger, reorganization, recapitalization or similar event of or with respect to the Corporation (other than a Corporate Change in which the Corporation is the surviving entity), this Class B Preferred Stock shall be converted based on each Class B Preferred Share equaling .00001% of the total issued and outstanding shares of common stock of the Company

During 2021, the Company converted the 2 shares of Series B Preferred to 2,650 shares of common stock valued at $6,000 to the Company’s Founder in satisfaction of debt (Note 9 Related Party Transactions).

As of June 30, 2022 and December 31, 2021, the Company had 0 and 0, shares of Series B preferred stock issued and outstanding, respectively.

Series C Convertible Preferred Stock 

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

As of June 30, 2022 the Company recorded the following transaction in respect of the dividend due on its Series C Convertible Preferred Stock

Dividend liability as of  December 31, 2021	$	—
Dividend declared		3,272
Dividend liability as of March 31, 2022	$	3,272
Dividend paid		(3,272	)
Dividend declared		16,754
Dividend liability as of June 30, 2022	$	16,754

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

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

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

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

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

Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202 . As per section 5(b) the fixed conversion price will be 80% of the lowest traded price for the Company’s common stock during the fifteen(15) Trading Days immediately preceding, but not including the conversion date. 

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

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

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

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

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

On March 9, the Company issued 168 shares of Series C Convertible Preferred stock to Proactive Capital Partners LP as per the Securities Purchase Agreement. Proactive delivered gross proceeds of $155,000 to the Company (excluded were legal fees).

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

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

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

As a result of the above transactions, the Company received total net proceeds of $789,000, of which $721,275  has been allocated to the warrants and Series C Preferred Stock based on the warrants’ fair market values on each contract date, with the residual loss of $28,043 allocated to day-one loss on warrant liability associated with the March 2022 issuances, and excess proceeds of $95,768 allocated to the Series C Preferred Stock associated with the April, May, and June 2022 issuances. As at June 30, 2022 and 2021, the Company had 903 and 0 shares of Series C Preferred Stock issued and outstanding, respectively.

Common Stock

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

During the six months ended June 30, 2022 and 2021, the Company issued common shares as follows:

Six months ended June, 2021

· 510,200 shares for Advisory Board services valued at $1,532,641

· 24,000 shares for Investor Relations services valued at $60,000

· 2,650 shares for conversion of B preferred shares in satisfaction of related party debt of $6,000

· 7,000,000 shares for the conversion of debt valued at $70,000

Six months ended June 30, 2022 

· 8,400,000 shares for the 2022 Incentive Scheme award (see Note 11- Equity Incentive Plan) deferred compensation valued at $2,259,600

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

· 7,664,323 shares for Investor Relations and Consulting services valued at $2,002,061

· 587,039 shares as commitment shares under the Equity Financing Agreement with GHS valued at $379,814

· 206,000 shares to White Lion Capital, LLC as a result of a Termination and Release Agreement.

As at June 30, 2022 and December 31, 2021, the Company had 157,191,418 and 140,186,096 shares, respectively, of common stock issued and outstanding.

Warrants

The Company identified conversion features embedded within warrants issued during the period ended June 30, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments in redemption value and number of shares issued upon exercise (see Note 10 Warrant Liability).

A summary of activity during the period ended June 30, 2022 follows:

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2021		—	$	—		—
Granted		2,538,101		0.32		4.77
Exercised		—		—		—
Forfeited/canceled		—		—		—
Outstanding, June 30, 2022		2,538,101	$	0.32		4.77
Exercisable Warrants, June 30, 2022		2,538,101	$	0.32		4.77

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2022:

Warrants Outstanding				Warrants Exercisable
Number of	Weighted Average Remaining Contractual life		Weighted Average	Number of		Weighted Average
Warrants	(in years)		Exercise Price	Shares		Exercise Price
941,599	4.68	$	0.34	941,599	$	0.34
472,205	4.69		0.34	472,205		0.34
562,149	4.82		0.35	562,149		0.35
281,074	4.90		0.22	281,074		0.22
281,074	4.99		0.22	281,074		0.22
2,538,101	4.77	$	0.32	2,538,101	$	0.32

As at June 30, 2022 the intrinsic value of the warrants is $263,982.

Equity Incentive Plan

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

If the employee is terminated for cause, the employee will forfeit the Restricted Stock Units awarded to date.

During the six months ended June 30, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, a total of 8,400,000 shares of common stock to two Company executives as restricted stock units pursuant to their employment agreements. See Note 12 – Commitments and Contingencies.

The shares were valued at $2,259,600, based on the market price of the common stock on the respective dates of the agreements, which was $0.269 per share, and amortized over their two-year vesting period on a straight-line basis. During the six months ended June 30, 2022, the Company recorded stock-based compensation of $94,150 and had unamortized deferred stock compensation of $2,165,450 as of June 30, 2022.

4,200,000 shares of performance-based stock compensation are scheduled to vest on each of June 1, 2023 and June 1, 2024, respectively. The Company has elected to treat the award as a single award of 8,400,000 shares that vests ratably over the vesting period.

The following table shows the deferred stock compensation activity during the six months ended June 30, 2022:

Deferred stock compensation at December 31, 2021	$	—
Awards issued		2,259,600
Vesting of stock compensation		(94,150	)
Deferred stock compensation at June 30, 2022	$	2,165,450

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NOTE 12 - COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

NOTE 12 - COMMITMENTS AND CONTINGENCIES

NOTE 12 - COMMITMENTS AND CONTINGENCIES

During the six months ended June 30, 2022 and 2021, the Company paid $4,264 and $5,115 for its rented premises in Dunfermline, Scotland. The 12-month lease was not renewed in March 2021 and the Company has given notice on the premises to vacate on July 14, 2022 and is exempt from ASC 842 lease accounting due to its short term.

During the six months ended June 30, 2022 and 2021, the Company paid $1,200 and $0 for use of premises in New York, New York. The 12-month agreement was signed in August 2021 for twelve months, at a monthly rate of $200, and is exempt from ASC 842 lease accounting due to its short term.

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

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

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

The employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022 Equity Incentive Plan (Note 11) with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He is also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two year non-solicit restrictive covenant. The agreement will automatically renew for a further year on May 31, 2023.

The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022 Equity Incentive Plan (Note 11) with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He is also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two year non-solicit restrictive covenant.

The Company entered into employment agreement with Stephen Morris, our Founder and Chief Technology Officer, the term is three years commencing July 1, 2021. Mr. Morris is to receive monthly cash compensation of $15,000 reduced by $4,790 until at least $5,000,000 has been received through the S-1 offering.

On March 25, 2022, the Company entered into a service agreement with PCG Advisory, Inc. The term is six months commencing April 1, 2022. PCG Advisory, Inc. will receive cash of $7,000, plus $7,000 stock compensation per month. The number of shares will be determined based on the closing price on the last trading day of the previous month.

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NOTE 13 - SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

NOTE 13 - SUBSEQUENT EVENTS

NOTE 13 - SUBSEQUENT EVENTS

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

On July 27, 2022, 29,045 shares of common stock valued at $7,000 were issued to a consultant for investor relation services.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

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

Use of Estimates

Use of Estimates

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

Convertible Financial Instruments

Convertible Financial Instruments

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

Fair Value of Financial Instruments

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 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

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

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

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

The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the six months ended June 30, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At June 30, 2022, the warrant liabilities balance was $441,945. There were no changes in the fair value hierarchy leveling during the six months ended June 30, 2022 and 2021.

Stock Based Compensation

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  

Common Stock Purchase Warrants and Derivative Financial Instruments

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

Basic and Diluted Net Loss per Common Share

Basic and Diluted Net Loss per Common Share

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

For the three and six months ended June 30, 2022 and 2021, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,
	2022		2021
	(Shares)		(Shares)
Series C Preferred Stock		3,384,135		—
Warrants		2,358,101		—
Convertible Notes		2,027,127		1,836,652
Total		7,769,363		1,836,652

Beneficial Conversion Feature

Beneficial Conversion Feature

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early-adopted the new guidance on January 1, 2021. As the result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible notes described in Note 7 – Convertible Notes Payable. 

Foreign Currency Translations

Foreign Currency Translations

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

	June 30,		December 31.
	2022		2021
Period-end GBP£:US$ exchange rate		1.2174		1.3527
Annual average GBP£:US$ exchange rate		1.299		1.3767

Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaling $162,014 and $13,814 were recognized during the six months ended June 30, 2022 and 2021, respectively.

Income Taxes

Income Taxes

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

As of June 30, 2022 and December 31, 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

UK Taxes

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

 UK Tax Risk

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

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

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

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements  

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings per Share

	June 30,
	2022		2021
	(Shares)		(Shares)
Series C Preferred Stock		3,384,135		—
Warrants		2,358,101		—
Convertible Notes		2,027,127		1,836,652
Total		7,769,363		1,836,652

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Tranlation Adjustments

	June 30,		December 31.
	2022		2021
Period-end GBP£:US$ exchange rate		1.2174		1.3527
Annual average GBP£:US$ exchange rate		1.299		1.3767

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NOTE 3 – ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2022

Credit Loss [Abstract]

NOTE 3 - ACCOUNTS RECEIVABLE

	June 30,		December 31,
	2022		2021
Deposit	$	2,434	$	2,682
UK VAT Receivable		8,342		15,084
Prepayments		—		200
Accounts receivable	$	10,776	$	17,966

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NOTE 4 – ADVANCES RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

NOTE 4 - ADVANCES RECEIVABLE - Schedule of Cash Advances

	June 30,		December 31,
	2022		2021
Advance principal receivable -G	$	48,163	$	54,529
Advance principal receivable -J		19,480		21,643
Interest due		5,377		4,079
Total advances receivable	$	73,020	$	80,251

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NOTE 5 - PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Property Pant and Equipment

	Motor Vehicles			Computer Equipment			Office Equipment			Total
Cost
At December 31, 2021	$	63,576		$	31,500		$	629		$	95,705
Additions		—			—			—			—
Effects of currency translation		(6,353	)		(3,149	)		(63	)		(9,565	)
At June 30, 2022	$	57,223		$	28,351		$	566		$	86,140
Less accumulated depreciation
At December 31, 2021	$	14,092		$	11,710		$	283		$	26,085
Depreciation expense		3,044			4,725			57			7,826
Effects of currency translation		(1,407	)		(1,170	)		(29	)		(2,606	)
At June 30, 2022	$	15,729		$	15,265		$	311		$	31,305
Net book value
At June 30, 2022	$	41,494		$	13,086		$	255		$	54,835
At December 31, 2021	$	49,484		$	19,790		$	346		$	69,620

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NOTE 6 - INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 6 - INTANGIBLE ASSETS - Trademarks

	June 30,			December 31,
	2022			2021
Trademarks:
NewzMineTM	$	9,636		$	9,636
Citizens Journalist™		25,380			23,193
Effects of currency translation		(3,282	)		—
	$	31,734		$	32,829

NOTE 6 - INTANGIBLE ASSETS - Schedule of Intangible Assets

Cost	Patents			Trademarks			Intellectual Property			Capitalized Acquisition Costs		Total
At December 31, 2021	$	151,860		$	32,829		$	2,861,906		$	45,745	$	3,092,340
Additions		17,041			2,187			—			—		19,228
Effects of currency translation		(15,179	)		(3,282	)		(286,042	)		—		(304,503	)
At June 30, 2022	$	153,722		$	31,734		$	2,575,864		$	45,745	$	2,807,065
Less accumulated amortization
At December 31, 2021	$	—		$	—		$	1,463,042		$	2,288	$	1,465,330
Amortization expense		2,489			—			183,988			1,144		187,621
Effects of currency translation		—			—			(146,227	)		—		(146,227	)
At June 30, 2022	$	2,489		$	—		$	1,500,803		$	3,432	$	1,506,724
Net book value
At June 30, 2022	$	151,233		$	31,734		$	1,075,061		$	42,313	$	1,300,341
At December 31, 2021	$	151,860		$	32,829		$	1,398,864		$	43,457	$	1,627,010

NOTE 6 - INTANGIBLE ASSETS - Amortization Expense

Six months ended June 30,		Patents		Intellectual Property		Capitalized Acquisition Costs		Total
	6 months remaining 2022	$	3,781	$	76,790	$	1,144	$	81,715
	2023		7,562		153,580		2,288		163,430
	2024		7,562		153,580		2,288		163,430
	2025		7,562		153,580		2,288		163,430
	2026		7,562		153,580		2,288		163,430
	Thereafter		117,204		383,951		32,017		533,172
		$	151,233	$	1,075,061	$	42,313	$	1,268,607

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NOTE 7 - CONVERTIBLE NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

NOTE 7 - CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Payable

	June 30,			December 31,
	2022			2021
Promissory notes - issued in fiscal year 2021	$	2,287,780		$	2,278,780
Total convertible notes payable		2,287,780			2,278,780
Less: unamortized debt discount		(34,856	)		(69,714	)
Less: current portion of convertible notes		—			—
Long-term convertible notes	$	2,252,924		$	2,218,066

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NOTE 8 – LOAN PAYABLE (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

NOTE 8 - LOANS PAYABLE - Future Minimum Payments

	Total
2022 (six months remaining in 2022)	$	6,434
2023		12,867
2024		11,816
Thereafter		—
		31,117
Less: Imputed interest		(3,658	)
Loan payable		27,459
Loan payable – current		12,061
Loan payable - non-current	$	15,398

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NOTE 9 - RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

NOTE 9 - RELATED PARTY TRANSACTIONS - Founder Loan

	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Beginning balance	$	428,177		$	500,915
Effects of currency translation		(42,796	)		(6,738	)
Loan Payable		385,381			494,177
Less: conversions into preferred stock		—			(66,000	)
Ending balance	$	385,381		$	428,177

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NOTE 10 - WARRANT LIABILITY (Tables)

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

NOTE 10 - WARRANT LIABILITY - Fair Value of Warrant Liabilities Measured on a Recurring Basis

	Six Months Ended
	June 30,
	2022
Expected term		2.34 - 2.50 years
Expected average volatility		212 - 220%
Expected dividend yield		8.33%
Risk-free interest rate		1.50 – 3.04%

NOTE 10 - WARRANT LIABILITY - Schedule of Changes in Warrant Liabilities

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Warrant liability as of December 31, 2021	$	—
Addition of new warrant liabilities		421,000
Day-one loss		28,043
Change in fair value of warrant liability		(4,152	)
Warrant liability as of March 31, 2022	$	444,891
Addition of new warrant liabilities		368,000
Day-one gain		(95,768	)
Change in fain value of warrant Liability		(275,178	)
Warrant liability as of June 30, 2022	$	441,945

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NOTE 11 - STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

NOTE 11 - STOCKHOLDERS' EQUITY - Dividend Due on Series C Preferred

Dividend liability as of  December 31, 2021	$	—
Dividend declared		3,272
Dividend liability as of March 31, 2022	$	3,272
Dividend paid		(3,272	)
Dividend declared		16,754
Dividend liability as of June 30, 2022	$	16,754

NOTE 11 - STOCKHOLDERS EQUITY - Summary of Warrant Activity

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life
	Warrants		Exercise Price		(years)
Outstanding, December 31, 2021		—	$	—		—
Granted		2,538,101		0.32		4.77
Exercised		—		—		—
Forfeited/canceled		—		—		—
Outstanding, June 30, 2022		2,538,101	$	0.32		4.77
Exercisable Warrants, June 30, 2022		2,538,101	$	0.32		4.77

NOTE 11 - STOCKHOLDERS EQUITY - Summary of Outstanding Warrants

Warrants Outstanding				Warrants Exercisable
Number of	Weighted Average Remaining Contractual life		Weighted Average	Number of		Weighted Average
Warrants	(in years)		Exercise Price	Shares		Exercise Price
941,599	4.68	$	0.34	941,599	$	0.34
472,205	4.69		0.34	472,205		0.34
562,149	4.82		0.35	562,149		0.35
281,074	4.90		0.22	281,074		0.22
281,074	4.99		0.22	281,074		0.22
2,538,101	4.77	$	0.32	2,538,101	$	0.32

NOTE 11 - STOCKHOLDERS EQUITY - Deferred Stock Compensation

Deferred stock compensation at December 31, 2021	$	—
Awards issued		2,259,600
Vesting of stock compensation		(94,150	)
Deferred stock compensation at June 30, 2022	$	2,165,450

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NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Oct. 22, 2019
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 2,311,572	$ 1,320,728	$ 3,328,530	$ 2,584,044
Retained Earnings (Accumulated Deficit)	11,794,731		11,794,731		$ 8,385,496
[custom:LiabilitiesCurrentInExcessOfAssetsCurrent-0]	$ 473,802		$ 473,802
U W R L [Member]
Equity Method Investment, Ownership Percentage						100.00%

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Total	7,769,363	1,836,652
Preferred Stock [Member] | Series C Preferred Stock [Member]
Total	3,384,135
Derivative One [Member]
Total	2,358,101
Convertible Notes [Member]
Total	2,027,127	1,836,652

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Tranlation Adjustments (Details)	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Period-end GBP£:US$ exchange rate	1.2174	1.3527
Annual average GBP£:US$ exchange rate	1.299	1.3767

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Derivative Liability, Securities Sold under Agreements to Repurchase, Securities Loaned, Not Subject to Master Netting Arrangement	$ 441,945		$ 441,945
Foreign Currency Transaction Loss, before Tax	$ 121,307	$ 7,149	$ 162,014	$ 13,814

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NOTE 3 - ACCOUNTS RECEIVABLE (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Credit Loss [Abstract]
Deposit	$ 2,434	$ 2,682
UK VAT Receivable	8,342	15,084
Prepayments		200
Accounts receivable	$ 10,776	$ 17,966

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NOTE 4 - ADVANCES RECEIVABLE - Schedule of Cash Advances (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Interest due	$ 5,377	$ 4,079
Total advances receivable	73,020	80,251
Advance G W [Member]
Customer Advances, Current	48,163	54,529
Advance J M [Member]
Customer Advances, Current	$ 19,480	$ 21,643

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NOTE 4 – ADVANCES RECEIVABLE (Details Narrative)	Jun. 30, 2022
Advance G W [Member]
Short-Term Debt, Percentage Bearing Fixed Interest Rate	3.00%

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NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Property Pant and Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 86,140		$ 95,705
Property, Plant and Equipment, Additions
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	178,182	$ 2,227
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	31,305		26,085
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease)	7,826
Temporary Equity, Foreign Currency Translation Adjustments	2,606
Property, Plant and Equipment, Net	54,835		69,620
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	57,223		63,576
Property, Plant and Equipment, Additions
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	6,353
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	15,729		14,092
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease)	3,044
Temporary Equity, Foreign Currency Translation Adjustments	1,407
Property, Plant and Equipment, Net	41,494
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	28,351		31,500
Property, Plant and Equipment, Additions
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	3,149
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	15,265		11,710
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease)	4,725
Temporary Equity, Foreign Currency Translation Adjustments	1,170
Property, Plant and Equipment, Net	13,086		19,790
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	566		629
Property, Plant and Equipment, Additions
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	63
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	311		283
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease)	57
Temporary Equity, Foreign Currency Translation Adjustments	29
Property, Plant and Equipment, Net	255		346
Total [Member]
Property, Plant and Equipment [Line Items]
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	$ 9,565
Automobiles Quarterly [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net			$ 49,484

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NOTE 5 - PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Payments to Acquire Productive Assets	$ 0	$ (1,330)
Payments to Acquire Productive Assets	(0)	1,330
Depreciation	$ 7,826	$ 5,746

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NOTE 6 - INTANGIBLE ASSETS - Trademarks (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 30, 2020
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Trademarks	$ 31,734	$ 32,829
Trademarks [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss)	3,282
Newz Mine [Member]
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Trademarks	9,636		$ 9,636
Citizens Journalist [Member]
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Trademarks	$ 25,380	$ 23,193

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NOTE 6 - INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Patents, Gross	$ 153,722		$ 151,860
Indefinite-Lived Trademarks	31,734		32,829
Capitalized Costs, Proved Properties	45,745		45,745
Finite-Lived Intangible Assets, Gross	2,807,065		3,092,340
Finite-Lived Intangible Assets, Period Increase (Decrease)	19,228	$ 51,830
Finite-Lived Intangible Assets, Accumulated Amortization	1,506,724		1,465,330
Amortization of Intangible Assets	187,621	$ 185,088
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments	146,227
Finite-Lived Intangible Assets, Net	1,300,341		1,627,010
Acquisition-related Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss)	304,503
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross (Excluding Goodwill)	2,575,864		2,861,906
Finite-Lived Intangible Assets, Period Increase (Decrease)
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss)	286,042
Finite-Lived Intangible Assets, Accumulated Amortization	1,500,803		1,463,042
Amortization of Intangible Assets	183,988
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments	146,227
Finite-Lived Intangible Assets, Net	1,075,061		1,398,864
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	17,041
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss)	15,179
Finite-Lived Intangible Assets, Accumulated Amortization	2,489
Amortization of Intangible Assets	2,489
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments
Finite-Lived Intangible Assets, Net	151,233		151,860
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	2,187
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss)	3,282
Finite-Lived Intangible Assets, Accumulated Amortization
Amortization of Intangible Assets
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments
Finite-Lived Intangible Assets, Net	31,734		32,829
Acquisition-related Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss)
Finite-Lived Intangible Assets, Accumulated Amortization	3,432		2,288
Amortization of Intangible Assets	1,144
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments
Finite-Lived Intangible Assets, Net	$ 42,313		$ 43,457

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NOTE 6 - INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	$ 81,715
Finite-Lived Intangible Asset, Expected Amortization, Year Two	163,430
Finite-Lived Intangible Asset, Expected Amortization, Year Three	163,430
Finite-Lived Intangible Asset, Expected Amortization, Year Four	163,430
Finite-Lived Intangible Asset, Expected Amortization, Year Five	163,430
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	533,172
Finite-Lived Intangible Assets, Net	1,300,341	$ 1,627,010
[custom:FiniteLivedIntangibleAssetsAccumulatedAmortizationTotal-0]	1,268,607
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	3,781
Finite-Lived Intangible Asset, Expected Amortization, Year Two	7,562
Finite-Lived Intangible Asset, Expected Amortization, Year Three	7,562
Finite-Lived Intangible Asset, Expected Amortization, Year Four	7,562
Finite-Lived Intangible Asset, Expected Amortization, Year Five	7,562
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	117,204
Finite-Lived Intangible Assets, Net	151,233	151,860
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	76,790
Finite-Lived Intangible Asset, Expected Amortization, Year Two	153,580
Finite-Lived Intangible Asset, Expected Amortization, Year Three	153,580
Finite-Lived Intangible Asset, Expected Amortization, Year Four	153,580
Finite-Lived Intangible Asset, Expected Amortization, Year Five	153,580
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	383,951
Finite-Lived Intangible Assets, Net	1,075,061	1,398,864
[custom:FiniteLivedIntangibleAssetsAccumulatedAmortizationTotal-0]	1,075,061
Acquisition-related Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	1,144
Finite-Lived Intangible Asset, Expected Amortization, Year Two	2,288
Finite-Lived Intangible Asset, Expected Amortization, Year Three	2,288
Finite-Lived Intangible Asset, Expected Amortization, Year Four	2,288
Finite-Lived Intangible Asset, Expected Amortization, Year Five	2,288
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	32,017
Finite-Lived Intangible Assets, Net	42,313	$ 43,457
[custom:FiniteLivedIntangibleAssetsAccumulatedAmortizationTotal-0]	$ 42,313

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NOTE 6 - INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	$ 19,228	$ 51,830
Amortization of Intangible Assets	187,621	185,088
Impairment of Intangible Assets, Finite-Lived	$ 0	$ 0
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Finite-Lived Intangible Assets, Period Increase (Decrease)	$ 17,041
Amortization of Intangible Assets	$ 2,489
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years
Finite-Lived Intangible Assets, Period Increase (Decrease)
Amortization of Intangible Assets	$ 183,988

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NOTE 7 - CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total convertible notes payable	$ 2,287,780	$ 2,278,780
Less: unamortized debt discount	(34,856)	(69,714)
Less: current portion of convertible notes
Long-term convertible notes	2,252,924	2,218,066
Promissory Notes Issued In Fiscal Year 2021 [Member]
Short-Term Debt [Line Items]
Convertible Debt	$ 2,287,780	$ 2,278,780

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NOTE 7 - CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Nov. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Short-Term Debt [Line Items]
Proceeds from Convertible Debt					$ 2,007,578
Interest Expense		$ 30,420	$ 3,004	445,264	7,804
Interest Paid, Including Capitalized Interest, Operating and Investing Activities				$ 3,658
Offering [Member]
Short-Term Debt [Line Items]
Proceeds from Notes Payable					2,112,150
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net			$ 104,572		104,572
Proceeds from Convertible Debt					2,007,578
Debt Instrument, Term				18 months
Debt Instrument, Interest Rate Terms				Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes
Offering [Member] | Voluntary Conversion [Member]
Short-Term Debt [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature				Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share.
Offering [Member] | Mandatory Conversion [Member]
Short-Term Debt [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature				Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.
Nov 2021 Offering [Member]
Short-Term Debt [Line Items]
Proceeds from Notes Payable	$ 175,630
Debt Instrument, Term	18 months
Nov 2021 Offering [Member] | Voluntary Conversion [Member]
Short-Term Debt [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature	Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.
Debt Instrument, Interest Rate Terms	Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes.
Nov 2021 Offering [Member] | Mandatory Conversion [Member]
Short-Term Debt [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature	Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.
Convertible Loans [Member]
Short-Term Debt [Line Items]
Interest Expense				$ 22,874	0
Amortization of Debt Discount (Premium)				34,856	0
Interest Paid, Including Capitalized Interest, Operating and Investing Activities				$ 0	$ 6,255

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NOTE 8 - LOANS PAYABLE - Future Minimum Payments (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal Remainder of Fiscal Year	$ 6,434
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two	12,867
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three	11,816
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four
Loans Payable	27,459
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	3,658
Loans Payable, Current	12,061	$ 13,400
Loans Payable, Noncurrent	15,398	$ 22,518
Future Payments Total [Member]
Short-Term Debt [Line Items]
Loans Payable	$ 31,117

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NOTE 8 – LOAN PAYABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 26, 2022	Apr. 26, 2022	Jun. 30, 2022	Jun. 30, 2021	Feb. 04, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Loans Payable, Current			$ 12,061			$ 13,400
Loans Payable, Noncurrent			15,398			$ 22,518
Payments of Financing Costs			6,434
Payments for Loans			$ 26,434	$ 5,338
White Lion Note [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount					$ 20,000
Debt Instrument, Interest Rate, Effective Percentage					25.00%
Payments of Debt Issuance Costs	$ 20,000
Proceeds from Notes Payable	$ 15,000
Amortization of Debt Discount (Premium)		$ 5,000
Vehicle [Member]
Short-Term Debt [Line Items]
Debt Instrument, Interest Rate, Effective Percentage			6.90%
Debt Instrument, Term			5 years
Interest Expense, Long-Term Debt			$ 1,332	$ 1,549

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NOTE 9 - RELATED PARTY TRANSACTIONS - Founder Loan (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Add: additions	$ 19,709
Less: repayments	26,434	5,338
Founder Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	428,177		$ 500,915
Effects of currency translation	(42,796)		(6,738)
Less: conversions into preferred stock	0	66,000	(66,000)
Principal Amount Outstanding of Loans Held-in-portfolio	385,381		428,177
Founder Loan [Member] | Founder Loan [Member]
Related Party Transaction [Line Items]
Loan Payable	385,381		494,177
Shareholder Loans [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	18,263		81,162	$ 297,006
Effects of currency translation	(4,668)		6,062
Loan Payable	76,494		303,068
Add: additions	19,709	0	81,162
Less: repayments	$ (77,940)	$ (303,068)	$ (303,068)

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NOTE 9 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Proceeds from Related Party Debt	$ 19,709
Payments for Loans	(26,434)	(5,338)
Founder Loan [Member]
Short-Term Debt [Line Items]
Principal Amount Outstanding of Loans Held-in-portfolio	$ 385,381		$ 428,177
Debt Instrument, Call Feature	On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment.
Debt Instrument, Payment Terms	In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD the Company shall pay to Mr. Morris an amount equal to
Conversion of Stock, Amount Converted	$ 0	66,000	(66,000)
Debt Instrument, Face Amount	428,177		500,915
Shareholder Loans [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	18,263		81,162	$ 297,006
Proceeds from Related Party Debt	19,709	0	81,162
Payments for Loans	$ 77,940	$ 303,068	303,068
Shareholder Loans Two [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount			$ 81,162

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NOTE 10 - WARRANT LIABILITY - Fair Value of Warrant Liabilities Measured on a Recurring Basis (Details)	6 Months Ended
	Jun. 30, 2022
Derivative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	21200.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	220.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	8.33%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	150.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	3.04%
Minimum [Member]
Derivative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years 4 months 2 days
Maximum [Member]
Derivative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years 6 months

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NOTE 10 - WARRANT LIABILITY - Schedule of Changes in Warrant Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability, Subject to Master Netting Arrangement, before Offset	$ 441,945	$ 444,891	$ 441,945
Increase (Decrease) in Derivative Liabilities	368,000	421,000
Derivative, Loss on Derivative	95,768	28,043	$ 28,043
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments	$ 275,178	$ 4,152

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NOTE 11 - STOCKHOLDERS' EQUITY - Dividend Due on Series C Preferred (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Dividends Payable, Current	$ 16,754	$ 3,272		$ 16,754
Dividends, Preferred Stock	16,754	3,272
Payments of Dividends	(3,272)			(3,272)
Stock Issued During Period, Value, Issued for Services	1,993,081	$ 8,980	$ 60,000
[custom:PreferredBSharesConvertedToCommonSharesValue]			$ (6,000)		(6,000)
[custom:StockIssuedDuringPeriodValueIssuedForDeferredCompensation]
Founder Loan [Member]
Class of Stock [Line Items]
[custom:PreferredBSharesConvertedToCommonSharesValue]					$ 6,000
Advisory Board [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Issued for Services				147,960	510,200
Stock Issued During Period, Value, Issued for Services				$ 75,460	$ 1,532,641
Investor Relations [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Issued for Services				7,664,323	24,000
Stock Issued During Period, Value, Issued for Services				$ 2,002,061	$ 60,000
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Issued for Services	7,645,073	19,250	24,000
Stock Issued During Period, Value, Issued for Services	$ 76,451	$ 193	$ 240
[custom:PreferredBSharesConvertedToCommonSharesShares]			2,650		2,650
[custom:PreferredBSharesConvertedToCommonSharesValue]			$ (27)
[custom:CommonStockIssuedForConversionOfDebt]					7,000,000
[custom:CommonStockIssuedForConversionOfDebtValue]					$ 70,000
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]	8,400,000			8,400,000
[custom:StockIssuedDuringPeriodValueIssuedForDeferredCompensation]	$ (84,000)
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]		793,039
Deferred Compensation, Share-Based Payments [Member]
Class of Stock [Line Items]
Stock Issued During Period, Value, Issued for Services
[custom:PreferredBSharesConvertedToCommonSharesValue]
[custom:StockIssuedDuringPeriodValueIssuedForDeferredCompensation]	$ 2,259,600			$ 2,259,600
Commitment Shares To G H S [Member]
Class of Stock [Line Items]
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]				587,039
[custom:StockIssuedDuringPeriodEquityFinanceAgreementValuie]				$ 379,814
Termination Agreement White Lion [Member]
Class of Stock [Line Items]
[custom:StockIssuedDuringPeriodTerminationReleaseAgreementShares]				206,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Dividend Rate, Percentage				8.00%
Series C Preferred Stock [Member] | Redeemed Within 90 Days [Member]
Class of Stock [Line Items]
Debt Instrument, Redemption, Description				If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days’ of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends
Series C Preferred Stock [Member] | Redeemed After 90 Days [Member]
Class of Stock [Line Items]
Debt Instrument, Redemption, Description				If all of the Series C Convertible Preferred Stock are redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and

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NOTE 11 - STOCKHOLDERS EQUITY - Summary of Warrant Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,538,101
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.32
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 9 months 7 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	2,538,101
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.32
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisedWeightedAverageExercisePrice]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Intrinsic Value, Amount Per Share
Warrants Granted [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 9 months 7 days
Warrants Exercised [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms
Warrants Forfeited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms

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NOTE 11 - STOCKHOLDERS EQUITY - Summary of Outstanding Warrants (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Jun. 24, 2022	May 25, 2022	Apr. 24, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	2,538,101
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 9 months 7 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.32
G H S [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	941,599
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 8 months 4 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.34
Proactive [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	472,205
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 8 months 8 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.34
G H S Tranche 2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	562,149				562,149
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 9 months 25 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.35
G H S Tranche 3 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	281,074			281,074
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 10 months 24 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.22
G H S Tranche 4 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	281,074		281,074
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	4 years 11 months 26 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.22

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NOTE 11 - STOCKHOLDERS EQUITY - Deferred Stock Compensation (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deferred Compensation Equity	$ 2,165,450	$ 2,165,450
[custom:StockIssuedDuringPeriodValueIssuedForDeferredCompensation]
[custom:VestingOfDeferredStockBasedCompensation]	94,150	94,150
Deferred Compensation, Share-Based Payments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:StockIssuedDuringPeriodValueIssuedForDeferredCompensation]	2,259,600	$ 2,259,600
[custom:VestingOfDeferredStockBasedCompensation]	$ 94,150

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NOTE 11 - STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		1 Months Ended			2 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Mar. 09, 2022	Jun. 24, 2022	May 25, 2022	Apr. 24, 2022	Mar. 12, 2021	Jun. 30, 2022	Mar. 31, 2022	Mar. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Mar. 04, 2022
Class of Stock [Line Items]
Preferred Stock, Shares Authorized						25,000,000			25,000,000		25,000,000
Preferred Stock, Par or Stated Value Per Share						$ 0.001			$ 0.001		$ 0.001
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number						2,538,101			2,538,101
Derivative, Loss on Derivative						$ 95,768	$ 28,043		$ 28,043
Common Stock, Shares Authorized						3,000,000,000			3,000,000,000		3,000,000,000
Common Stock, Par or Stated Value Per Share						$ 0.01			$ 0.01		$ 0.01
Common Stock, Shares, Issued						157,191,418			157,191,418		140,186,096
Common Stock, Shares, Outstanding						157,191,418			157,191,418		140,186,096
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding						$ 263,982			$ 263,982
[custom:VestingOfDeferredStockBasedCompensation]						94,150			94,150
Deferred Compensation Equity						$ 2,165,450			$ 2,165,450
G H S [Member]
Class of Stock [Line Items]
Convertible Preferred Stock, Nonredeemable or Redeemable, Issuer Option, Value													$ 700,000
Preferred Stock, Shares Subscribed but Unissued													700
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number						941,599			941,599
G H S Tranche 1 [Member]
Class of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number						941,599			941,599
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants									$ 266,000
Proactive [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Subscribed but Unissued	160
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number						472,205			472,205
Proactive Two [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants									$ 155,000
G H S Tranche 2 [Member]
Class of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number				562,149		562,149			562,149
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants				$ 184,000
G H S Tranche 3 [Member]
Class of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number			281,074			281,074			281,074
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants			$ 92,000
G H S Tranche 4 [Member]
Class of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number		281,074				281,074			281,074
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants		$ 92,000
Proactive Total [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants									$ 789,000
Warrant Allocated [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants									$ 721,275
Equity Incentive Plan [Member]
Class of Stock [Line Items]
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]			28,400,000
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]							793,039
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]						8,400,000			8,400,000
[custom:VestingOfDeferredStockBasedCompensation]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights									4,200,000 shares of performance-based stock compensation are scheduled to vest on each of June 1, 2023 and June 1, 2024, respectively. The Company has elected to treat the award as a single award of 8,400,000 shares that vests ratably over the vesting period.
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized						1			1		1
Preferred Stock, Par or Stated Value Per Share						$ 0.001			$ 0.001		$ 0.001
Preferred Stock, Voting Rights									The holder of the Special 2019 Series A Preferred Stock is entitled to 60% of all votes entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration.
Preferred Stock, Shares Issued						1			1		1
Preferred Stock, Shares Outstanding						1			1		1
Series A Preferred Stock [Member] | Amendment To Series A Preferred [Member]
Class of Stock [Line Items]
Preferred Stock, Convertible, Terms					On March 12, 2021, the Company amended the designation of the Special 2019 Series A Preferred shares and removed the right of the holder to convert the Special 2019 Series A Preferred share to 500,000,000 shares of common stock of the Company.
Series A Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]
[custom:VestingOfDeferredStockBasedCompensation]
Preferred Class B [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized						0			0		0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share						$ 0.001			$ 0.001			$ 0.001
Preferred Stock, Shares Issued						0			0			0
Preferred Stock, Shares Outstanding						0			0			0
Preferred Stock, Conversion Basis								Holders of the Series B Preferred Stock shall after two years of issuance, convert this Class B Preferred Stock based on each Class B Preferred Share equaling .00001% of the total issued and outstanding Common shares of the Company. In the event of a merger, reorganization, recapitalization or similar event of or with respect to the Corporation (other than a Corporate Change in which the Corporation is the surviving entity), this Class B Preferred Stock shall be converted based on each Class B Preferred Share equaling .00001% of the total issued and outstanding shares of common stock of the Company
Series B Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted											2
Conversion of Stock, Shares Issued											2,650
Conversion of Stock, Amount Converted											$ 6,000
Stock Issued During Period, Shares, New Issues
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]
[custom:VestingOfDeferredStockBasedCompensation]
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized						2,000			2,000		2,000		2,000
Preferred Stock, Par or Stated Value Per Share						$ 0.001			$ 0.001		$ 0.001
Preferred Stock, Shares Issued						903			903		0
Preferred Stock, Shares Outstanding						903			903		0
Preferred Stock, Value, Outstanding													$ 1,200
Debt Instrument, Convertible, Terms of Conversion Feature									Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202
Series C Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues						400	503
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares]
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation]
[custom:VestingOfDeferredStockBasedCompensation]
Series C Preferred Stock [Member] | G H S Tranche 1 [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues									300
Derivative, Nonmonetary Notional Amount, Percent of Required Need, Coverage						75.00%			75.00%
Series C Preferred Stock [Member] | Commitment Shares [Member] | G H S Tranche 1 [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues									35
Series C Preferred Stock [Member] | Commitment Shares [Member] | Proactive [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues									8
Series C Preferred Stock [Member] | Proactive [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	168
Derivative, Nonmonetary Notional Amount, Percent of Required Need, Coverage						75.00%			75.00%
Series C Preferred Stock [Member] | G H S Tranche 2 [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				200
Series C Preferred Stock [Member] | G H S Tranche 3 [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			100
Series C Preferred Stock [Member] | G H S Tranche 4 [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		100

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NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended		12 Months Ended
	Mar. 25, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2022	Aug. 31, 2021
Other Commitments [Line Items]
Operating Lease, Payments		$ 4,264	$ 5,115
[custom:InvestorRelationsAgreementTerm]	6 months
Saunders [Member]
Other Commitments [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Description		The Company has entered into an employment agreement with Steven Saunders, our Chief Commercial Officer and Director. The term is three years commencing July 1, 2021. Mr. Saunders is to receive monthly cash compensation of $15,000 reduced by $3,820 until at least $5,000,000 funding has been received through the S-1 offering
Willard [Member]
Other Commitments [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Description				The Company has entered into an employment agreement with Rik Willard to act as Chief Executive Officer of the Company and as Director. The term is 1 year commencing August 15, 2021. Mr. Willard is to receive monthly cash compensation of $15,000 reduced by $3,000 until at least $5,000,000 funding has been received through the S-1 offering. Mr. Willard was also granted a signing bonus of 102,040 restricted shares, which were issued in June 2021
Willard Amended Agreement [Member]
Other Commitments [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Description				The employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022 Equity Incentive Plan (Note 11) with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He is also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two year non-solicit restrictive covenant. The agreement will automatically renew for a further year on May 31, 2023.
Saunders Amended Agreement [Member]
Other Commitments [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Description		The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022 Equity Incentive Plan (Note 11) with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He is also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two year non-solicit restrictive covenant
Morris [Member]
Other Commitments [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Description				The Company entered into employment agreement with Stephen Morris, our Founder and Chief Technology Officer, the term is three years commencing July 1, 2021. Mr. Morris is to receive monthly cash compensation of $15,000 reduced by $4,790 until at least $5,000,000 has been received through the S-1 offering.
P C G Advisory [Member]
Other Commitments [Line Items]
Payments to Suppliers		$ 7,000
Share-Based Goods and Nonemployee Services Transaction, Modification of Terms, Incremental Compensation Cost		7,000
New York Premisis [Member]
Other Commitments [Line Items]
Operating Lease, Payments		1,200	$ 0
Lessee, Operating Lease, Renewal Term					12 months
Operating Lease, Cost		$ 200

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NOTE 13 - SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jul. 27, 2022	Jun. 30, 2022	Mar. 31, 2022	Mar. 31, 2021
Stock Issued During Period, Value, Issued for Services		$ 1,993,081	$ 8,980	$ 60,000
Investor Relations Services [Member]
Stock Issued During Period, Shares, Issued for Services	29,045
Stock Issued During Period, Value, Issued for Services	$ 7,000