Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 19, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | (646) | ||
Local Phone Number | 814-7184 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,426,210 | ||
Entity Common Stock, Shares Outstanding | 159,690,447 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 7,668 | $ 32,533 |
Other receivables | 87,503 | 9,884 |
Total current assets | 95,171 | 42,417 |
Non-current Assets: | ||
Property and equipment, net | 31,302 | 47,956 |
Intangible assets, net | 1,456,628 | 1,325,995 |
Total non-current assets | 1,487,930 | 1,373,951 |
TOTAL ASSETS | 1,583,101 | 1,416,368 |
Current Liabilities: | ||
Accounts payable | 373,606 | 141,605 |
Accrued liabilities | 943,007 | 50,094 |
Total current liabilities | 1,487,471 | 595,856 |
Non-current Liabilities: | ||
Warrant derivative liability | 39,116 | 198,479 |
Total non-current liabilities | 591,755 | 734,235 |
Total Liabilities | 2,079,226 | 1,330,091 |
Stockholders’ Equity (Deficit) | ||
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 903 and 903 shares issued and outstanding at December 31, 2023, and 2022 | 1 | 1 |
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 159,690,447 and 154,309,318 shares issued and outstanding at December 31, 2023, and 2022 | 1,596,904 | 1,543,093 |
Additional paid-in capital | 13,168,915 | 11,006,607 |
Accumulated deficit | (15,612,775) | (12,875,437) |
Accumulated other comprehensive income | 350,830 | 412,013 |
Total Stockholders’ Equity (Deficit) | (496,125) | 86,277 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 1,583,101 | 1,416,368 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Loan payable - related party | 12,611 | 11,987 |
Non-current Liabilities: | ||
Loan payable – related party, non-current portion | 10,465 | |
Related Party [Member] | ||
Current Liabilities: | ||
Loan payable - related party | 158,247 | 392,170 |
Non-current Liabilities: | ||
Loan payable – related party, non-current portion | $ 552,639 | $ 525,291 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 25,000,000 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 159,690,447 | 154,309,318 |
Common stock, shares outstanding | 159,690,447 | 154,309,318 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 903 | 903 |
Preferred stock, shares outstanding | 903 | 903 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 2,620 | |
Cost of sales | ||
Gross Profit | 2,620 | |
Operating Expenses | ||
General and administrative | 1,859,969 | 736,775 |
Professional fees | 288,106 | 2,879,759 |
Sales and marketing | 514,911 | 198,455 |
Amortization and depreciation | 197,322 | 387,302 |
Research and development | 61,106 | 94,645 |
Total operating expense | 2,921,414 | 4,296,936 |
Operating loss | (2,918,794) | (4,296,936) |
Other income (expense) | ||
Other income | 71,975 | 142,212 |
Interest income | 104 | 1,553 |
Interest expense | (13,476) | (575,777) |
Gain on change in fair value of warrant derivative liability | 159,363 | 494,753 |
Foreign currency transaction (gain) loss | 50,178 | (191,454) |
Total other income (expense) | 268,144 | (128,713) |
Net loss before income tax | (2,650,650) | (4,425,649) |
Provision for income tax | ||
Net loss after income tax | (2,650,650) | (4,425,649) |
Other comprehensive income (loss) | ||
Foreign currency translation (loss) gain | (61,183) | 34,769 |
Total other comprehensive income (loss) | (61,183) | 34,769 |
Net comprehensive loss | $ (2,711,833) | $ (4,390,880) |
Net loss per common share, basic | $ (0.02) | $ (0.03) |
Net loss per common share, diluted | $ (0.02) | $ (0.03) |
Weighted average number of common shares outstanding, basic | 156,711,520 | 150,418,280 |
Weighted average number of common shares outstanding, diluted | 156,711,520 | 150,418,280 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (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] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,401,861 | $ 5,478,801 | $ (8,385,496) | $ 377,244 | $ (1,127,590) | |||
Balance, shares at Dec. 31, 2021 | 1 | 140,186,096 | ||||||
Issuance of common shares for Services - -Executive Board | $ 1,480 | 73,980 | 75,460 | |||||
Issuance of common shares for Services - Executive Board, shares | 147,960 | |||||||
Issuance of common shares for consultancy | $ 78,741 | 1,965,320 | 2,044,061 | |||||
Issuance of common shares for consultancy, shares | 7,874,108 | |||||||
Issuance of common shares for Equity Finance Agreement Incentive | $ 7,930 | 371,884 | 379,814 | |||||
Issuance of common shares for Equity Finance Agreement Incentive, shares | 793,039 | |||||||
Issuance of common shares for debt conversion | $ 1,400 | 26,600 | 28,000 | |||||
Issuance of common shares for debt conversion, shares | 140,000 | |||||||
Issuance of common shares for loan waiver | $ 3,452 | 68,251 | 71,703 | |||||
Issuance of common shares for loan waiver, shares | 345,220 | |||||||
Issuance of common shares for note conversion | $ 47,061 | 2,305,987 | 2,353,048 | |||||
Issuance of common shares for note conversion shares | 4,706,096 | |||||||
Issuance of common shares Series C Preference Share Dividends | $ 1,168 | 20,965 | 22,133 | |||||
Issuance of common shares for series C Preferred Shares Dividend, shares | 116,799 | |||||||
Issuance of Series C Preferred Shares | $ 1 | 95,767 | 95,768 | |||||
Issuance of Series C Preferred Shares, Shares | 903 | |||||||
Repurchase and cancellation of Special 2019 Series A Preferred Stock via issuance of related party note payable | (60,000) | (60,000) | ||||||
Repurchase and cancellation of Special 2019 Series A Preferred Stock via issuance of related party note payable, shares | (1) | |||||||
Vesting of share options | 659,052 | 659,052 | ||||||
Series C Preferred Shares Dividend | (64,292) | (64,292) | ||||||
Net loss | (4,425,649) | (4,425,649) | ||||||
Other comprehensive income | 34,769 | 34,769 | ||||||
Balance at Dec. 31, 2022 | $ 1 | $ 1,543,093 | 11,006,607 | (12,875,437) | 412,013 | 86,277 | ||
Balance, shares at Dec. 31, 2022 | 903 | 154,309,318 | ||||||
Issuance of common shares for consultancy | $ 6,250 | 93,750 | 100,000 | |||||
Issuance of common shares for consultancy, shares | 625,000 | |||||||
Issuance of common shares Series C Preference Share Dividends | $ 3,112 | 40,693 | 43,805 | |||||
Vesting of share options | 1,559,597 | 1,559,597 | ||||||
Series C Preferred Shares Dividend | (86,688) | (86,688) | ||||||
Net loss | (2,650,650) | (2,650,650) | ||||||
Other comprehensive income | (61,183) | (61,183) | ||||||
Issuance of common shares for investor relations | $ 14,557 | 270,780 | 285,337 | |||||
Issuance of common shares for investor relations shares | 1,455,784 | |||||||
Issuance of common shares for professional services | $ 5,000 | 60,000 | 65,000 | |||||
Issuance of common shares for professional services, shares | 500,000 | |||||||
Issuance of common shares for series C Preferred Shares Dividend, shares | 311,159 | |||||||
Loan resolution | $ 24,892 | 796,540 | 821,432 | |||||
Loan resolution shares | 2,489,186 | |||||||
Forfeit restrictive stock units | (659,052) | (659,052) | ||||||
Balance at Dec. 31, 2023 | $ 1 | $ 1,596,904 | $ 13,168,915 | $ (15,612,775) | $ 350,830 | $ (496,125) | ||
Balance, shares at Dec. 31, 2023 | 903 | 159,690,447 |
Consolidated Statements of Cash
Consolidated Statements of Cashflows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,650,650) | $ (4,425,649) |
Net loss to net cash used in operating activities: | ||
Stock based compensation | 450,338 | 2,119,521 |
Vesting of restricted stock units | 1,559,598 | 659,052 |
Stock issued for payment of debt | 821,432 | |
Forfeit of deferred stock compensation | (659,052) | |
Stock based finance incentive | 451,517 | |
Disposal of fixed assets | 90 | |
Impairment of fixed assets | 6,367 | |
Gain on change in fair value of warrant derivative liability | (159,363) | (494,753) |
Amortization of debt discount | 69,714 | |
Amortization of intangible asset | 184,626 | 372,976 |
Depreciation | 12,696 | 14,326 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in other receivables | (75,358) | 2,637 |
Increase (decrease) in accounts payable | 227,244 | 8,727 |
Increase in accrued liabilities | 847,917 | 52,231 |
Net cash provided by/(used) in operating activities | 565,886 | (1,169,701) |
Cash flows from investing activities | ||
Proceeds from repayment of advances receivable | 1,231 | |
Purchase of intangible assets | (248,371) | (238,897) |
Net cash used in investing activities | (248,371) | (237,666) |
Cash flows from financing activities | ||
Increase in dividends payable | (42,883) | (20,026) |
Proceeds from loans payable | 15,000 | |
Payment of loans payable | (10,759) | (29,943) |
Proceeds from loans payable – related party | 572,617 | 520,758 |
Repayment of loans payable – related party | (821,162) | (77,940) |
Net proceeds from issuance of Series C Preferred Stock and associated warrants | 789,000 | |
Net cash provided by financing activities | (302,187) | 1,196,849 |
Effects of exchange rate changes on cash | (40,193) | 180,084 |
Net Change in Cash | (24,865) | (30,434) |
Cash – Beginning of Period | 32,533 | 62,967 |
Cash – End of Period | 7,668 | 32,533 |
Supplemental information: | ||
Cash paid for interest | 13,039 | 7,556 |
Cash paid for taxes |
ORGANIZATION, BUSINESS AND LIQU
ORGANIZATION, BUSINESS AND LIQUIDITY | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 100 Bubblr, Inc. is an application software company that is currently developing its disruptive Ethical Web platform. This WEB.Ɛ platform will provide a holistic view of progress in developing digital products, services, and teams — designed to inform our ability to use our in-house code and that of our partners, lead advances in development criteria, and respond quickly to shifts in trends and applications. Going Concern Matters The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $ 2,711,833 15,612,775 1,375,522 Management intends to raise additional operating funds through equity and debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations or (2) obtain additional financing through either private placement, public offerings, or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings, and bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is unavailable to the Company, it may be required to curtail or cease its operations. Due to uncertainties related to these matters, substantial doubt exists about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. All significant inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company uses the Black Scholes Options Pricing Model to estimate the value of its derivative liabilities and measure them at each reporting period. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2023, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At December 31, 2023, the warrant liabilities balance was $ 39,116 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expenses in the financial statements based on the fair values of the stock awards on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period ). 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 the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. Basic and Diluted Net Loss per Common Share Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. For the year ended December 31, 2023, and 2022, the following outstanding stock equivalents were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2023 2022 December 31, 2023 2022 Series C Preferred Stock 3,384,135 3,384,135 Warrants 2,358,101 2,358,101 Total 5,742,236 5,742,236 Anti-dilutive shares 5,742,236 5,742,236 Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities – current, and operating lease liabilities – noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated interest rate for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The expense for lease payments is recognized straight-line over the lease term. The Company leases office space that meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with the Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Intangible 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. Research and Development Research and Development costs are evaluated by the Company to determine if they meet the requirements to be capitalized as intellectual property. The criteria the Company uses to determine the treatment of research and development are: ● There is a clearly defined project ● Expenditure is separately identifiable The project is commercially viable The project is technically feasible Project income is expected to outweigh the cost ● Resources are available to complete the project Any research and development costs that do not meet the requirements are expensed in the period in which they occur. United Kingdom tax incentive reduces company Research and Development costs by offering tax offsets for eligible Research and Development expenditures. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position. For the years ended December 31, 2023, and 2022, the Company received other income of $ 80,405 142,212 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 comparing the undiscounted future cash flows to the recorded value of the asset. The asset is written down to its estimated fair value if impairment is indicated. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Computer equipment 3 Fixtures and Furniture 5 Vehicles 10 Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in other income. 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 . Foreign Currency Translations The functional currency of the Company’s international subsidiaries is generally their local currency of Great British pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income. SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS December 31, 2023 2022 Year-end GBP£:US$ exchange rate 1.2731 1.2101 Annual average GBP£:US$ exchange rate 1.2441 1.2430 Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaled $ 50,178 34,769 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 carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. UK Taxes We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns. 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. |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
OTHER RECEIVABLES | NOTE 3 – OTHER RECEIVABLES As of December 31, 2023 and 2022, other receivables consisted of the following: SCHEDULE OF OTHER RECEIVABLES December 31, 2023 December 31, 2022 Deposit $ 200 $ 200 UK R&D Credit 80,205 — UK VAT receivable 7,098 9,684 Total other receivables $ 87,503 $ 9,884 |
ADVANCES RECEIVABLE
ADVANCES RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Advances Receivable | |
ADVANCES RECEIVABLE | NOTE 4 – ADVANCES RECEIVABLE As of December 31, 2023, and 2022, cash advances receivable consisted of the following: SCHEDULE OF CASH ADVANCES RECEIVABLES December 31, 2023 December 31, 2022 Advance receivable – G $ — $ 58,606 Advance receivable – J — 21,643 Advance receivable — 21,643 Repayment received — (1,231 ) Interest due — 1,891 Assignment of receivable — (71,540 ) Effects of Currency translation — (9,369 Total advances receivable $ — $ — The advance labeled Advance principal receivable-G carries an interest rate of 3 1,231 0 On December 20, 2022, our founder, Mr. Stephen Morris, came to an agreement with the Company to have all risks and responsibilities in connection to the collection of the advances assigned to him. As a result, the loan payable to Mr. Morris was reduced by the same amount of $ 71,540 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT As of December 31, 2023, and 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT Motor Vehicles Computer Equipment Office Equipment Total Cost At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617 Additions — — — — Disposals — — (592 ) (592 ) Impairment (6,367 ) — — (6,367 ) Effects of currency translation 2,962 1,467 29 4,458 At December 31, 2023 $ 53,470 $ 29,646 $ — $ 83,116 Less accumulated depreciation At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661 Disposals — — (502 ) (522 ) Depreciation expense 6,367 6,211 118 12,696 Effects of currency translation 971 970 18 1,959 At December 31, 2023 $ 25,997 $ 25,817 $ — $ 51,814 Net book value At December 31, 2023 $ 27,473 $ 3,829 $ — $ 31,302 At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956 During the years ended December 31, 2023, and 2022, the Company recorded purchases of $ 0 0 12,696 14,326 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Patents A Patent on the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa, Canada, New Zealand. And Australia. The patent is currently pending in the European Union and the United Kingdom. A Patent entitled “Contextual Enveloping Via Dynamically Generated Hyperlinking.” (US Patent Application No. 17/980,298) has been filed. This A Patent Patents are reported at cost, less accumulated amortization, and accumulated impairment loss. Costs include expenditures that are directly attributable to the acquisition of the asset. Once a patent provides economic benefit to the Company, amortization is provided on a straight-line basis on all patents over their expected useful lives of 20 Intellectual Property Intellectual property represents capitalized costs of the Company’s qualifying internal research and developments . 7 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 Words and Color Device Bubblr Limited European Union 9 38 REGISTERED 16-Nov-2019 206383.EM.01 Series of Logos Bubblr Limited United Kingdom 9 38 REGISTERED 05-Jul-2019 206383.GB.01 Words and Color Device Bubblr Limited United Kingdom 9 38 REGISTERED 16-Nov-2019 206383.GB.02 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 December 31, 2023, and 2022, trademarks consisted of the following: SCHEDULE OF TRADEMARKS December 31, 2023 December 31, 2022 Trademarks: NewzMine TM $ 12,994 $ 9,920 Citizens Journalist™ 25,367 25,367 Effects of currency translation (1,804 ) (3,461 $ 36,557 $ 31,826 As of December 31, 2023, and 2022, intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Cost Patents Trademarks Intellectual Property Capitalized Acquisition Costs Total At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Cost, beginning $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Additions 43,865 3,075 201,431 — 248,371 Effects of currency translation 8,761 1,657 143,911 — 154,329 At December 31, 2023 $ 220,926 $ 36,558 $ 3,109,540 $ 45,745 $ 3,412,769 Cost, ending $ 220,926 $ 36,558 $ 3,109,540 $ 45,745 $ 3,412,769 Less accumulated amortization At December 31, 2022 $ 4,947 $ — $ 1,674,551 $ 2,288 $ 1,684,074 Less accumulated amortization, beginning $ 4,947 $ — $ 1,674,551 $ 2,288 $ 1,684,074 Amortization expense 3,333 — 179,005 2,288 184,626 Effects of currency translation 261 — 87,180 — 87,441 At December 31, 2023 $ 8,541 $ — $ 1,940,736 $ 4,576 $ 1,956,141 Less accumulated amortization, ending $ 8,541 $ — $ 1,940,736 $ 4,576 $ 1,956,141 Net book value At December 31, 2023 $ 212,385 $ 36,558 $ 1,168,804 $ 38,881 $ 1,456,628 At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 During the year ended December 30, 2023, and 2022, the Company purchased $ 248,371 238,897 184,626 372,976 During the years ended December 31, 2023, and 2022, impairment of $ 0 0 SCHEDULE OF AMORTIZATION EXPENSE - Year ended December 31, Patents Intellectual Property Capitalized Acquisition Costs Total 2024 $ 3,333 $ 198,693 $ 2,228 $ 204,314 2025 3,333 198,693 2,228 204,314 2026 3,333 198,693 2,228 204,314 2027 3,333 198,693 2,228 204,314 2028 3,333 198,693 2,228 204,314 Thereafter 195,720 175,339 27,441 398,500 Finite-Lived Intangible Assets, Net $ 212,385 $ 1,168,804 $ 38,881 $ 1,420,070 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 7 – ACCRUED LIABILITIES As of December 31, 2023, and 2022, accrued liabilities consisted of the following: SCHEDULE OF ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Auditor fees $ 42,731 $ — Director fees 90,000 — Dividends payable 65,016 22,133 Interest — 3,143 Other accruals 34,214 — Settlement payable 166,986 — Wages and salaries 544,060 24,818 Total accrued liabilities $ 943,007 $ 50,094 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE In January 2021, the Company commenced offering a convertible promissory note. The offering closed on June 30, 2021. Funds raised during the six months ended June 30, 2021, totaled $ 2,112,150 104,572 2,007,578 ● Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. ● Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. ● Interest at the rate equal to 2% per annum, computed based on the actual number of days elapsed, and a year of 365 days will be due on all outstanding notes. ● Interest accrual and debt discount amortization commenced on July 1, 2021, upon closing the convertible promissory note offering. In November 2021 the Company commenced an offering for a convertible promissory note. The offering closed on November 5, 2021. Funds raised as of November 5, 2021, totaled $ 175,630 18 ● Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. ● Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. ● Interest at the rate equal to 2% per annum, computed based on the actual number of days elapsed, and a year of 365 days will be due on all outstanding notes. ● Interest accrual commenced on December 1, 2021, upon closing the convertible promissory note offering. On September 1, 2022, the noteholders of the convertible promissory note issued June 30, 2021, and November 5, 2021, passed, by a majority, an amendment of Section 6 of the Notes. Section 6 of each of the Notes is hereby amended and restated in its entirety as follows: Voluntary Conversion. On December 15, 2022, the noteholders of the convertible promissory note issued June 30, 2021, and November 5, 2021, passed, by a majority, an amendment of Section 6 of the Notes. Section 6 of each of the Notes is hereby amended and restated in its entirety as follows: Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.” There were no accounting ramifications as a result of the above amendments. At December 31, 2023, and 2022, convertible notes consisted of the following. SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Promissory notes – issued in the fiscal year $ — $ 2,287,780 Total convertible notes payable — 2,287,780 Less: unamortized debt discount — — Less: notes converted to common stock — (2,287,780 ) Less: current portion of convertible notes — — Long-term convertible notes $ — $ — During the years ended December 31, 2023, and 2022, the Company recorded interest expense of $ 11,725 575,777 6,954 69,714 0.50 0 4,706,096 |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 9 – LOAN PAYABLE On February 4, 2022, the Company issued a promissory note for the principal sum of $ 20,000 25 20,000 15,000 5,000 The Company has purchased a vehicle under a capital finance arrangement. The term of this loan is 5 6.90 12,611 11,987 0 10,465 12,324 9,943 12,611 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Loans from Related Parties The Company has a loan from our founder, Stephen Morris, with a balance of $ 678,549 899,309 Loan 1 Stephen Morris, Founder, CTO and Chair. On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have a maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment. In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD, the Company shall pay to Mr. Morris an amount equal to £115,000 GBP as an installment payment on the principal of the Loan, and the balance of the principal of the Loan shall be paid at the Maturity Date On September 6, 2022, the Company entered into a second amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to add $ 60,000 52,088 On December 20, 2022, the Company entered into a third amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to reduce the outstanding principal amount of the loan by $ 71,540 59,543 71,540 59,543 On December 27, 2023, Stephen Morris converted $ 821,431.87 2,489,186 0.33 At December 31, 2023, and 2022, loan payable obligations included in current liabilities were $ 125,910 374,018 0 10,465 Loan 2 Stephen Morris, Founder, CTO and Chair. On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for $ 501,049 434,060 no 3 The Company received $ 501,049 0 0 11,540 66,000 At December 31, 2023, and 2022, loan payable obligations included in non-current liabilities were $ 552,639 525,291 Activity on related party loans during the years ended December 31, 2023, and 2022 is as follows: SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS Year Ended Year Ended December 31, 2023 December 31, 2022 Beginning balance – related party loans $ 899,309 $ 428,177 Current: Beginning balance – current 374,018 428,177 Effects of currency translation 62,356 (42,619 ) Conversions from (into) preferred stock — 60,000 Additions 510,968 — Interest — — Assignment of advances receivable — (71,540 ) Loan resolution agreement – Stephen Morris (821,432 ) — Ending balance Loan 1 (current) 125,910 374,018 Non-current: Beginning balance 525,291 — Additions — 501,049 Effects of currency translation 27,348 24,242 Ending balance non-current 552,639 525,291 Ending balance – related party loans $ 678,549 $ 899,309 On December 31, 2021, the Company received a loan from minority shareholders totaling $ 81,162 February 28, 2022 On February 15, 2022, the Company received a loan from a minority shareholder for $ 19,709 20 February 15, 2023 Paul Morrissey, Director On September 8, 2022, the Company entered into a new loan agreement (the “Loan Agreement”) with Professor Paul Morrissey for $ 32,337 25,401 25 |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 11 – WARRANT LIABILITY The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 13) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the instrument should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise. ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense items. The Company determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of December 31, 2022. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. For the year ended December 31, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows : SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS Year Ended December 31, 2023 Expected term 1.59 2.50 Expected average volatility 177 220 Expected dividend yield 8.33 Risk-free interest rate 1.50 5.46 The following table summarizes the changes in the warrant liabilities during the year ended December 31, 2022: SUMMARY OF CHANGES IN WARRANT LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Warrant liability as of December 31, 2021 $ - Addition of new warrant liabilities 721,275 Day-one loss (28,043 ) Change in fair value of warrant liability (494,753 ) Warrant liability as of December 31, 2022 198,479 Addition of new warrant liabilities - Change in fair value of warrant liability (159,363 ) Warrant liability as of December 31, 2023 $ 39,116 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. For the years ended December 31, 2023, and 2022, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: SCHEDULE OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES 2023 2022 Year Ended December 31, 2023 2022 Tax jurisdiction from: - Local $ (1,928,146 ) $ (3,589,034 ) - Foreign (630,823 ) (836,615 ) Loss before income taxes $ (2,558,969 ) $ (4,425,649 ) The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2023, and 2022, are as follows: SCHEDULE OF DEFERRED TAX ASSET AND RECONCILIATION OF INCOME TAXES 2023 2022 Year Ended December 31, 2023 2022 Net Operating loss carryforward $ 2,650,650 $ 4,425,649 Effective tax rate 21 % 21 % Deferred tax asset 537,383 929,386 Foreign taxes (256,668 ) (594,740 Less: valuation allowance (280,715 ) (334,646 Net deferred tax asset $ — $ — The Company has provided for a full valuation allowance against the deferred tax assets, on the expected future tax benefits from the net operating loss carryforwards, as the management believes it is more likely than not that these assets will not be realized in the future. The valuation allowance decreased by $ 53,931 414,168 United States of America Bubblr, Inc. is registered in the State of Wyoming and is subject to the tax laws of United States of America at a standard tax rate of 21 As of December 31, 2023, the operations in the United States of America incurred approximately $ 8,182,343 The Company’s tax returns are subject to examination by United States tax authorities beginning with the year ended December 31, 2018. United Kingdom The Company’s subsidiaries operating in the United Kingdom (“UK”) are subject to tax at a standard income tax rate of 19 As of December 31, 2022, the operations in the UK incurred approximately $ 6,352,644 6,352,644 The Company’s tax returns are subject to examination by HM Revenue & Customs, for the years ended 2023 and 2022. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has authorized 25,000,000 0.001 Special 2019 Series A Preferred Stock The Company has designated one ( 1 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. On September 6, 2022, the Company repurchased $ 60,000 As of December 31, 2022, the Company had 0 Series C Convertible Preferred Stock On March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, establishing 2,000 1,200 During the year ended December 31, 2022, the Company declared dividends of $ 64,292 22,133 116,799 20,026 22,133 The Company has the right to redeem the Series C Convertible Preferred Stock in accordance with the following schedule: ● If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends. ● If all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and ● The Company shall pay an 8 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 0.3202 On March 4, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to $ 700,000 700 On March 4, 2022, the Company issued to GHS the first tranche of 300 35 941,599 75 GHS delivered gross proceeds of $ 266,000 On March 9, 2022, the Company entered a Securities Purchase Agreement with Proactive Capital Partners LP (“Proactive”), whereby Proactive agreed to purchase 160 The Company agreed to issue Proactive commitment shares of 8 472,205 75 On March 9, 2022, the Company issued 168 155,000 On April 24, 2022, the Company issued the second tranche of 200 562,149 184,000 On May 25, 2022, the Company issued the third tranche of 100 281,074 92,000 On June 24, 2022, the Company issued the fourth tranche of 100 281,074 92,000 On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for £ 434,060 525,291 200,000 345,220 281,000 64,220 71,703 As a result of the above transactions, the Company received total net proceeds of $ 789,000 , of which $ 721,275 has been allocated to the warrants and Series C Preferred Stock based on the warrants’ fair market values on each contract date, with the residual loss of $ 28,043 allocated to day-one loss on warrant liability associated with the March 2022 issuances, and excess proceeds of $ 95,768 allocated to the Series C Preferred Stock associated with the April, May, and June 2022 issuances. As at December 31, 2023, and 2022, the Company had 903 of Series C Preferred Stock issued and outstanding. Common Stock The Company has authorized 3,000,000,000 0.01 During the years ended December 31, 2023, and 2022, the Company issued common shares as follows: Year ended December 31, 2022 147,960 75,460 7,874,108 2,044,061 140,000 28,000 793,039 379,814 345,220 71,703 4,706,096 2,353,048 ● 116,799 22,133 Year ended December 31, 2023 ● 1,455,784 285,338 625,000 89,063 500,000 65,000 311,159 43,805 2,489,186 821,431 As at December 31, 2023, and 2022, the Company had 159,690,447 154,309,318 Warrants The Company identified conversion features embedded within warrants issued during the year ended December 31, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision, which could cause adjustments in redemption value and number of shares issued upon exercise (see Note 11 - Warrant Liability). A summary of activity during the period ended December 31, 2023, and 2022 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Number of Weighted Average Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2021 — $ — — Granted 2,538,101 0.32 4.27 Exercised — — — Forfeited/canceled — — — Outstanding, December 31, 2022 2,538,101 0.32 4.27 Granted — — — Exercised — — — Forfeited/canceled — — — Outstanding, December 31, 2023 2,538,101 $ 0.32 4.27 The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2023: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Warrants Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 941,599 3.18 $ 0.34 941,599 $ 0.34 472,205 3.19 0.34 472,205 0.34 562,149 3.32 0.35 562,149 0.35 281,074 3.40 0.22 281,074 0.22 281,074 3.48 0.22 281,074 0.22 2,538,101 3.27 $ 0.32 2,538,101 $ 0.32 As at December 31, 2023 the intrinsic value of the warrants is $ 0 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 The 2022 Equity Incentive Plan aims to foster and promote our long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2022 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in our company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of our business is mainly dependent. During the year ended December 31, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, the Company elected to award 8,400,000 50 The executives forfeited the award of 8,400,000 On April 1, 2023, the Company granted options for purchasing our Common stock to executives, management, and a non-executive director as consideration for time served. The terms of the stock option grants are determined by our Board of Directors and consistent with our 2022 Equity Incentive Plan. Our stock option grant general policy is that options vest 40% after 90 days of service, and the remaining options vest monthly over two years. The maximum term is ten years. The following table summarizes the stock options activity for the year ended December 31, 2023: SUMMARY OF STOCK OPTION ACTIVITY Number of Shares Weighted-Average Exercise Price (per share) Outstanding as of December 31, 2022 - $ - Granted 14,400,000 0.1560 Exercised - - Forfeited or expired - - Outstanding at December 31, 2023 14,400,000 $ 0.1560 Exercisable at December 31, 2023 10,032,000 Weighted-average fair value of options granted in the period $ 0.1518 The total intrinsic value of options on December 31, 2023, is zero because the closing stock price was below the weighted average exercise value. The weighted average fair value of stock options granted during 2023 was based on the Black-Scholes option pricing model using the following weighted average assumptions. See below for reference to the Company’s valuation methodologies for these grants. SCHEDULE OF THE WEIGHTED AVERAGE FAIR VALUE OF STOCK OPTIONS Year Ended December 31, 2023 Expected life in years 9.25 Risk-free interest rate 3.88 % Annual forfeiture rate 0 % Volatility 199 % Expected dividend yield 0 % The following table summarizes certain information regarding the Company’s non-vested shares as of the year ended December 31, 2023: SCHEDULE OF NON-VESTED SHARES Number of Shares Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 - $ - Granted 14,400,000 0.1560 Forfeited or expired - - Vested (10,032,000 ) 0.1560 Non-vested as of December 31, 2023 4,368,000 $ 0.1560 The following table summarizes the stock options exercisable for the year ended December 31, 2023: SUMMARY OF STOCK OPTION ACTIVITY Options Options Outstanding Exercisable Number of shares 14,400,000 10,032,000 Weighted-average contractual life in years 9.25 9.25 Weighted-average exercise price $ 0.1560 $ 0.1618 Intrinsic value $ 0.00 $ 0.00 As of December 31, 2023, the Company recognized $ 1,559,598 626,773 Equity Financing Agreements On February 1, 2022, Bubblr, Inc. entered into a Stock Purchase Agreement (the “SPA”) and Registration Rights Agreement with White Lion Capital LLC (“WLC”). Pursuant to the SPA, the Company had the right, but not the obligation, to cause WLC to purchase up to $10 million of our common stock during the period beginning on February 1, 2022, and ending on the earlier of (i) the date on which the WLC had purchased $10 million of our common stock pursuant to the SPA, or (ii) December 31, 2022. In consideration of entering into the SPA, on February 1, 2022, the Company issued 103,000 93,792 On March 22, 2022, the Company entered into a Termination and Release Agreement with WLC to extinguish the SPA and Registration Rights Agreement in exchange for the issuance of 103,000 51,500 On March 4, 2022, the Company entered into an Equity Financing Agreement (“EFA”) and Registration Rights Agreement with GHS Investments LLC (“GHS”). Under the terms of the EFA, GHS agreed to provide the Company with up to $ 15 The registration statement on Form S-1 was effective as of June 24, 2022. During the year ended December 31, 2022, GHS has provided $ 0 In consideration for entering into the EFA, on March 4, 2022, the Company issued 587,039 234,522 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Lease The Company rents on a month-to-month basis virtual space at 21 West 46th St, New York, NY 10036 . 200 This lease is exempt from ASC 842 lease accounting due to its short term. During the years ended December 31, 2023, and 2022, the Company paid $ 2,400 1,000 200 Investor Relations On February 14, 2023, the Company entered into a Consulting Agreement with Beyond Media SEZC. The term of the agreement is twelve months. Beyond Media will receive $ 7,000 1,000,000 180,000 On June 15, 2023, the Company entered into a Consulting Agreement with Launchpad LLC. The term of the agreement is six months. Launchpad LLC will receive $ 3,000 Steven Saunders, Former Chief Commercial Officer and Director On July 1, 2021, the Company entered into an employment agreement with Steven Saunders, Chief Commercial Officer and Director. The term is three years. Mr. Saunders will receive monthly cash compensation of $ 15,000 3,820 5,000,000 On May 31, 2022, the Company entered into an Amended Employment Agreement with Stephen Saunders . The Company will compensate Mr. Willard with a $ 144,000 5 180,000 10 240,000 On May 31, 2022, the Company agreed to further compensate Mr. Saunders with 3,000,000 1,500,000 On January 31, 2023, the Company entered into Separation Agreements with Steven Saunders. He is no longer an officer or director of our Company, and all prior agreements are terminated in their entirety. To satisfy all amounts due, Mr. Saunders and the Company agreed to a settlement total sum of $ 116,000 79,250 Rik Willard, Former Chief Executive Officer and Director On August 15, 2021, the Company entered into an employment agreement with Rik Willard, Chief Executive Officer and Director. The term is 1 year commencing. Mr. Willard will receive monthly cash compensation of $ 15,000 3,000 5,000,000 102,040 On May 25, 2022, the Company entered into an Amended Employment Agreement with Rik Willard . The Company will compensate Mr. Willard with a $ 144,000 5 180,000 10 240,000 On May 25, 2022, the Company agreed to further compensate Mr. Willard with 5,400,000 2,700,000 On January 31, 2023, the Company entered into Separation Agreements with Rik Willard, our then-Chief Executive Officer. Mr. Willard is no longer an officer or director of our Company, and all prior agreements are terminated in their entirety. To satisfy all amounts due, Mr. Willard and the Company agreed to a settlement total sum of $ 112,418 86,811 Stephen Morris, Founder, Chief Technical Officer and Director On April 1, 2023, the Company entered into an Amended Employment Agreement with Stephen Morris, Founder, Chief Technical Officer, and Chair. The Company will compensate Mr. Morris $ 450,000 60 180,000 5,000,000 On April 1, 2023, the Company agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share (628,320), under the 2022 Incentive Plan Mr. Morris completed over two years and three months of service On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris to reduce his base pay from $ 450,000 90,000 270,000 David Chetwood, Chief Financial Officer and Director On April 1, 2023, the Company entered into an Amended Employment Agreement, effective February 10, 2023, with David Chetwood, Chief Financial Officer and Director. The Company will compensate Mr. Chetwood $ 450,000 60 180,000 5,000,000 On May 12, 2023, the Company agreed to grant Mr. Chetwood an option to purchase 3,360,000 shares of common stock at $0.1625 per share ($546,000), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years 218,066 On December 31, 2023, the Company entered into a Second Amended Employment Agreement with David Chetwood to reduce his base pay from $ 450,000 180,000 236,200 Timothy Burks, Chief Executive Officer and Director On April 1, 2023, the Company entered into an employment agreement with Timothy Burks, Chief Executive Officer and Director. The Company will compensate Mr. Burks $600,000 per annum base pay with payments reduced by 60% to $240,000 per annum until the Company has secured $5,000,000 in debt or equity financing. On July 1, 2023, the Company agreed to grant Mr. Burks an option to purchase 4,800,000 shares of common stock at $0.1353 per share ($649,440), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years 291,860 On December 31, 2023, the Company entered into an Amended Employment Agreement with Timothy Burks to reduce his base pay from $ 600,000 240,000 270,000 Paul Morrissey, Director On April 6, 2023, the Company entered into a Non-executive Director Agreement with Paul Morrissey. The Company will compensate Mr. Morrissey $300,000 per annum directors fee, with payments reduced by 60% to $120,000 per annum until the Company has secured $5,000,000 in debt or equity financing. On July 6, 2023, the Company agreed to grant Mr. Morrissey an option to purchase 1,920,000 shares of common stock at $0.1353 per share ($259,776), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years 116,746 On December 31, 2023, the Company entered into an Amended Non-Executive Director Agreement with Morrissey to reduce his director fee from $ 300,000 120,000 270,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 20, 2024 when the financial statements were available to be issued. The Company has concluded no subsequent events have occurred that require disclosure. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31. |
Principles of Consolidation | 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 measure 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,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2023, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At December 31, 2023, the warrant liabilities balance was $ 39,116 |
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 expenses in the financial statements based on the fair values of the stock awards on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period ). |
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 the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. For the year ended December 31, 2023, and 2022, the following outstanding stock equivalents were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2023 2022 December 31, 2023 2022 Series C Preferred Stock 3,384,135 3,384,135 Warrants 2,358,101 2,358,101 Total 5,742,236 5,742,236 Anti-dilutive shares 5,742,236 5,742,236 |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities – current, and operating lease liabilities – noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated interest rate for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The expense for lease payments is recognized straight-line over the lease term. The Company leases office space that meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with the Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. |
Intangible Assets | 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. |
Research and Development | Research and Development Research and Development costs are evaluated by the Company to determine if they meet the requirements to be capitalized as intellectual property. The criteria the Company uses to determine the treatment of research and development are: ● There is a clearly defined project ● Expenditure is separately identifiable The project is commercially viable The project is technically feasible Project income is expected to outweigh the cost ● Resources are available to complete the project Any research and development costs that do not meet the requirements are expensed in the period in which they occur. United Kingdom tax incentive reduces company Research and Development costs by offering tax offsets for eligible Research and Development expenditures. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position. For the years ended December 31, 2023, and 2022, the Company received other income of $ 80,405 142,212 |
Long-Lived Assets | 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 comparing the undiscounted future cash flows to the recorded value of the asset. The asset is written down to its estimated fair value if impairment is indicated. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Computer equipment 3 Fixtures and Furniture 5 Vehicles 10 Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in other income. |
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 . |
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. SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS December 31, 2023 2022 Year-end GBP£:US$ exchange rate 1.2731 1.2101 Annual average GBP£:US$ exchange rate 1.2441 1.2430 Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaled $ 50,178 34,769 |
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 carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. UK Taxes We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns. 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 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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE | For the year ended December 31, 2023, and 2022, the following outstanding stock equivalents were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2023 2022 December 31, 2023 2022 Series C Preferred Stock 3,384,135 3,384,135 Warrants 2,358,101 2,358,101 Total 5,742,236 5,742,236 Anti-dilutive shares 5,742,236 5,742,236 |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES Computer equipment 3 Fixtures and Furniture 5 Vehicles 10 |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS December 31, 2023 2022 Year-end GBP£:US$ exchange rate 1.2731 1.2101 Annual average GBP£:US$ exchange rate 1.2441 1.2430 |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
SCHEDULE OF OTHER RECEIVABLES | As of December 31, 2023 and 2022, other receivables consisted of the following: SCHEDULE OF OTHER RECEIVABLES December 31, 2023 December 31, 2022 Deposit $ 200 $ 200 UK R&D Credit 80,205 — UK VAT receivable 7,098 9,684 Total other receivables $ 87,503 $ 9,884 |
ADVANCES RECEIVABLE (Tables)
ADVANCES RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Advances Receivable | |
SCHEDULE OF CASH ADVANCES RECEIVABLES | As of December 31, 2023, and 2022, cash advances receivable consisted of the following: SCHEDULE OF CASH ADVANCES RECEIVABLES December 31, 2023 December 31, 2022 Advance receivable – G $ — $ 58,606 Advance receivable – J — 21,643 Advance receivable — 21,643 Repayment received — (1,231 ) Interest due — 1,891 Assignment of receivable — (71,540 ) Effects of Currency translation — (9,369 Total advances receivable $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | As of December 31, 2023, and 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT Motor Vehicles Computer Equipment Office Equipment Total Cost At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617 Additions — — — — Disposals — — (592 ) (592 ) Impairment (6,367 ) — — (6,367 ) Effects of currency translation 2,962 1,467 29 4,458 At December 31, 2023 $ 53,470 $ 29,646 $ — $ 83,116 Less accumulated depreciation At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661 Disposals — — (502 ) (522 ) Depreciation expense 6,367 6,211 118 12,696 Effects of currency translation 971 970 18 1,959 At December 31, 2023 $ 25,997 $ 25,817 $ — $ 51,814 Net book value At December 31, 2023 $ 27,473 $ 3,829 $ — $ 31,302 At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF TRADEMARKS | As of December 31, 2023, and 2022, trademarks consisted of the following: SCHEDULE OF TRADEMARKS December 31, 2023 December 31, 2022 Trademarks: NewzMine TM $ 12,994 $ 9,920 Citizens Journalist™ 25,367 25,367 Effects of currency translation (1,804 ) (3,461 $ 36,557 $ 31,826 |
SCHEDULE OF INTANGIBLE ASSETS | As of December 31, 2023, and 2022, intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Cost Patents Trademarks Intellectual Property Capitalized Acquisition Costs Total At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Cost, beginning $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Additions 43,865 3,075 201,431 — 248,371 Effects of currency translation 8,761 1,657 143,911 — 154,329 At December 31, 2023 $ 220,926 $ 36,558 $ 3,109,540 $ 45,745 $ 3,412,769 Cost, ending $ 220,926 $ 36,558 $ 3,109,540 $ 45,745 $ 3,412,769 Less accumulated amortization At December 31, 2022 $ 4,947 $ — $ 1,674,551 $ 2,288 $ 1,684,074 Less accumulated amortization, beginning $ 4,947 $ — $ 1,674,551 $ 2,288 $ 1,684,074 Amortization expense 3,333 — 179,005 2,288 184,626 Effects of currency translation 261 — 87,180 — 87,441 At December 31, 2023 $ 8,541 $ — $ 1,940,736 $ 4,576 $ 1,956,141 Less accumulated amortization, ending $ 8,541 $ — $ 1,940,736 $ 4,576 $ 1,956,141 Net book value At December 31, 2023 $ 212,385 $ 36,558 $ 1,168,804 $ 38,881 $ 1,456,628 At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 |
SCHEDULE OF AMORTIZATION EXPENSE | SCHEDULE OF AMORTIZATION EXPENSE - Year ended December 31, Patents Intellectual Property Capitalized Acquisition Costs Total 2024 $ 3,333 $ 198,693 $ 2,228 $ 204,314 2025 3,333 198,693 2,228 204,314 2026 3,333 198,693 2,228 204,314 2027 3,333 198,693 2,228 204,314 2028 3,333 198,693 2,228 204,314 Thereafter 195,720 175,339 27,441 398,500 Finite-Lived Intangible Assets, Net $ 212,385 $ 1,168,804 $ 38,881 $ 1,420,070 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | As of December 31, 2023, and 2022, accrued liabilities consisted of the following: SCHEDULE OF ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Auditor fees $ 42,731 $ — Director fees 90,000 — Dividends payable 65,016 22,133 Interest — 3,143 Other accruals 34,214 — Settlement payable 166,986 — Wages and salaries 544,060 24,818 Total accrued liabilities $ 943,007 $ 50,094 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | At December 31, 2023, and 2022, convertible notes consisted of the following. SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Promissory notes – issued in the fiscal year $ — $ 2,287,780 Total convertible notes payable — 2,287,780 Less: unamortized debt discount — — Less: notes converted to common stock — (2,287,780 ) Less: current portion of convertible notes — — Long-term convertible notes $ — $ — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Founder Loan [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS | Activity on related party loans during the years ended December 31, 2023, and 2022 is as follows: SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS Year Ended Year Ended December 31, 2023 December 31, 2022 Beginning balance – related party loans $ 899,309 $ 428,177 Current: Beginning balance – current 374,018 428,177 Effects of currency translation 62,356 (42,619 ) Conversions from (into) preferred stock — 60,000 Additions 510,968 — Interest — — Assignment of advances receivable — (71,540 ) Loan resolution agreement – Stephen Morris (821,432 ) — Ending balance Loan 1 (current) 125,910 374,018 Non-current: Beginning balance 525,291 — Additions — 501,049 Effects of currency translation 27,348 24,242 Ending balance non-current 552,639 525,291 Ending balance – related party loans $ 678,549 $ 899,309 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS | For the year ended December 31, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows : SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS Year Ended December 31, 2023 Expected term 1.59 2.50 Expected average volatility 177 220 Expected dividend yield 8.33 Risk-free interest rate 1.50 5.46 |
SUMMARY OF CHANGES IN WARRANT LIABILITIES | The following table summarizes the changes in the warrant liabilities during the year ended December 31, 2022: SUMMARY OF CHANGES IN WARRANT LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Warrant liability as of December 31, 2021 $ - Addition of new warrant liabilities 721,275 Day-one loss (28,043 ) Change in fair value of warrant liability (494,753 ) Warrant liability as of December 31, 2022 198,479 Addition of new warrant liabilities - Change in fair value of warrant liability (159,363 ) Warrant liability as of December 31, 2023 $ 39,116 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES | For the years ended December 31, 2023, and 2022, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: SCHEDULE OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES 2023 2022 Year Ended December 31, 2023 2022 Tax jurisdiction from: - Local $ (1,928,146 ) $ (3,589,034 ) - Foreign (630,823 ) (836,615 ) Loss before income taxes $ (2,558,969 ) $ (4,425,649 ) |
SCHEDULE OF DEFERRED TAX ASSET AND RECONCILIATION OF INCOME TAXES | The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2023, and 2022, are as follows: SCHEDULE OF DEFERRED TAX ASSET AND RECONCILIATION OF INCOME TAXES 2023 2022 Year Ended December 31, 2023 2022 Net Operating loss carryforward $ 2,650,650 $ 4,425,649 Effective tax rate 21 % 21 % Deferred tax asset 537,383 929,386 Foreign taxes (256,668 ) (594,740 Less: valuation allowance (280,715 ) (334,646 Net deferred tax asset $ — $ — |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SUMMARY OF WARRANTS ACTIVITY | A summary of activity during the period ended December 31, 2023, and 2022 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Number of Weighted Average Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2021 — $ — — Granted 2,538,101 0.32 4.27 Exercised — — — Forfeited/canceled — — — Outstanding, December 31, 2022 2,538,101 0.32 4.27 Granted — — — Exercised — — — Forfeited/canceled — — — Outstanding, December 31, 2023 2,538,101 $ 0.32 4.27 |
SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2023: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Number of Warrants Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 941,599 3.18 $ 0.34 941,599 $ 0.34 472,205 3.19 0.34 472,205 0.34 562,149 3.32 0.35 562,149 0.35 281,074 3.40 0.22 281,074 0.22 281,074 3.48 0.22 281,074 0.22 2,538,101 3.27 $ 0.32 2,538,101 $ 0.32 |
SUMMARY OF STOCK OPTION ACTIVITY | The following table summarizes the stock options activity for the year ended December 31, 2023: SUMMARY OF STOCK OPTION ACTIVITY Number of Shares Weighted-Average Exercise Price (per share) Outstanding as of December 31, 2022 - $ - Granted 14,400,000 0.1560 Exercised - - Forfeited or expired - - Outstanding at December 31, 2023 14,400,000 $ 0.1560 Exercisable at December 31, 2023 10,032,000 Weighted-average fair value of options granted in the period $ 0.1518 |
SCHEDULE OF THE WEIGHTED AVERAGE FAIR VALUE OF STOCK OPTIONS | SCHEDULE OF THE WEIGHTED AVERAGE FAIR VALUE OF STOCK OPTIONS Year Ended December 31, 2023 Expected life in years 9.25 Risk-free interest rate 3.88 % Annual forfeiture rate 0 % Volatility 199 % Expected dividend yield 0 % |
SCHEDULE OF NON-VESTED SHARES | The following table summarizes certain information regarding the Company’s non-vested shares as of the year ended December 31, 2023: SCHEDULE OF NON-VESTED SHARES Number of Shares Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 - $ - Granted 14,400,000 0.1560 Forfeited or expired - - Vested (10,032,000 ) 0.1560 Non-vested as of December 31, 2023 4,368,000 $ 0.1560 |
SUMMARY OF STOCK OPTION ACTIVITY | The following table summarizes the stock options exercisable for the year ended December 31, 2023: SUMMARY OF STOCK OPTION ACTIVITY Options Options Outstanding Exercisable Number of shares 14,400,000 10,032,000 Weighted-average contractual life in years 9.25 9.25 Weighted-average exercise price $ 0.1560 $ 0.1618 Intrinsic value $ 0.00 $ 0.00 |
ORGANIZATION, BUSINESS AND LI_2
ORGANIZATION, BUSINESS AND LIQUIDITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Date of incorporation | Oct. 22, 2019 | |
Comprehensive income net of tax | $ 2,711,833 | $ 4,390,880 |
Accumulated deficit | 15,612,775 | $ 12,875,437 |
Working capital | $ 1,375,522 | |
UWRL [Member] | ||
Ownership percentage | 100% |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 5,742,236 | 5,742,236 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,384,135 | 3,384,135 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 2,358,101 | 2,358,101 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Year-end GBP exchange rate | 0.012731 | 0.012101 |
Annual average GBP exchange rate | 0.012441 | 0.012430 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Warrant derivative liability | $ 39,116 | $ 198,479 |
Foreign currency transaction loss | 50,178 | 34,769 |
United Kingdom Tax Credit [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Other income | $ 80,405 | $ 142,212 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Deposit | $ 200 | $ 200 |
UK R&D Credit | 80,205 | |
UK VAT receivable | 7,098 | 9,684 |
Total other receivables | $ 87,503 | $ 9,884 |
SCHEDULE OF CASH ADVANCES RECEI
SCHEDULE OF CASH ADVANCES RECEIVABLES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Repayment received | $ (1,231) | |
Interest due | 1,891 | |
Assignment of receivable | (71,540) | |
Effects of Currency translation | (9,369) | |
Total advances receivable | ||
Advance G [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Advance receivable | 58,606 | |
Advance J [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Advance receivable | $ 21,643 |
ADVANCES RECEIVABLE (Details Na
ADVANCES RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Mr. Stephen Morris [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Decrease in loans payable | $ 71,540 | ||
Advance G [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Percentage bearing fixed interest rate | 3% | ||
Proceeds from repayment of advances receivable | $ 1,231 | $ 0 |
SCHEDULE OF PROPERTY PLANT AN_2
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross, beginning balance | $ 85,617 | |
Property plant and equipment, additions | $ 0 | |
Property plant and equipment, Disposals | (592) | |
Impairment | (6,367) | |
Effects of currency translation | 4,458 | |
Property, plant and equipment, gross balance | 83,116 | 85,617 |
Accumulated depreciation, beginning balance | 37,661 | |
Disposals | (522) | |
Depreciation expense | 12,696 | 14,326 |
Depreciation expense | 1,959 | |
Accumulated depreciation, Ending balance | 51,814 | 37,661 |
Property, plant and equipment, net | 31,302 | 47,956 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross, beginning balance | 56,875 | |
Property plant and equipment, additions | ||
Property plant and equipment, Disposals | ||
Impairment | (6,367) | |
Effects of currency translation | 2,962 | |
Property, plant and equipment, gross balance | 53,470 | 56,875 |
Accumulated depreciation, beginning balance | 18,659 | |
Disposals | ||
Depreciation expense | 6,367 | |
Depreciation expense | 971 | |
Accumulated depreciation, Ending balance | 25,997 | 18,659 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross, beginning balance | 28,179 | |
Property plant and equipment, additions | ||
Property plant and equipment, Disposals | ||
Impairment | ||
Effects of currency translation | 1,467 | |
Property, plant and equipment, gross balance | 29,646 | 28,179 |
Accumulated depreciation, beginning balance | 18,636 | |
Disposals | ||
Depreciation expense | 6,211 | |
Depreciation expense | 970 | |
Accumulated depreciation, Ending balance | 25,817 | 18,636 |
Property, plant and equipment, net | 3,829 | 9,543 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross, beginning balance | 563 | |
Property plant and equipment, additions | ||
Property plant and equipment, Disposals | (592) | |
Impairment | ||
Effects of currency translation | 29 | |
Property, plant and equipment, gross balance | 563 | |
Accumulated depreciation, beginning balance | 366 | |
Disposals | (502) | |
Depreciation expense | 118 | |
Depreciation expense | 18 | |
Accumulated depreciation, Ending balance | 366 | |
Property, plant and equipment, net | 197 | |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 27,473 | $ 38,216 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property plant and equipment purchases | $ 0 | |
Depreciation expense | $ 12,696 | $ 14,326 |
SCHEDULE OF TRADEMARKS (Details
SCHEDULE OF TRADEMARKS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademarks | $ 36,557 | $ 31,826 |
Effects of currency translation | (1,804) | (3,461) |
Newz Mine [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademarks | 12,994 | 9,920 |
Citizens Journalist [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademarks | $ 25,367 | $ 25,367 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning | $ 3,010,069 | |
Additions | 248,371 | $ 238,897 |
Effects of currency translation | 154,329 | |
Cost, ending | 3,412,769 | 3,010,069 |
Less accumulated amortization, beginning | 1,684,074 | |
Amortization expense | 184,626 | 372,976 |
Effects of currency translation | 87,441 | |
Less accumulated amortization, ending | 1,956,141 | 1,684,074 |
Net book value | 1,456,628 | 1,325,995 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning | 168,300 | |
Additions | 43,865 | |
Effects of currency translation | 8,761 | |
Cost, ending | 220,926 | 168,300 |
Less accumulated amortization, beginning | 4,947 | |
Amortization expense | 3,333 | |
Effects of currency translation | 261 | |
Less accumulated amortization, ending | 8,541 | 4,947 |
Net book value | 212,385 | 163,353 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning | 31,826 | |
Additions | 3,075 | |
Effects of currency translation | 1,657 | |
Cost, ending | 36,558 | 31,826 |
Less accumulated amortization, beginning | ||
Amortization expense | ||
Effects of currency translation | ||
Less accumulated amortization, ending | ||
Net book value | 36,558 | 31,826 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning | 2,764,198 | |
Additions | 201,431 | |
Effects of currency translation | 143,911 | |
Cost, ending | 3,109,540 | 2,764,198 |
Less accumulated amortization, beginning | 1,674,551 | |
Amortization expense | 179,005 | |
Effects of currency translation | 87,180 | |
Less accumulated amortization, ending | 1,940,736 | 1,674,551 |
Net book value | 1,168,804 | 1,089,647 |
Capitalized Acquisition Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning | 45,745 | |
Additions | ||
Effects of currency translation | ||
Cost, ending | 45,745 | 45,745 |
Less accumulated amortization, beginning | 2,288 | |
Amortization expense | 2,288 | |
Effects of currency translation | ||
Less accumulated amortization, ending | 4,576 | 2,288 |
Net book value | $ 38,881 | $ 41,169 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE (Details) | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 | $ 204,314 |
2025 | 204,314 |
2026 | 204,314 |
2027 | 204,314 |
2028 | 204,314 |
Thereafter | 398,500 |
Finite-Lived Intangible Assets, Net | 1,420,070 |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 3,333 |
2025 | 3,333 |
2026 | 3,333 |
2027 | 3,333 |
2028 | 3,333 |
Thereafter | 195,720 |
Finite-Lived Intangible Assets, Net | 212,385 |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 198,693 |
2025 | 198,693 |
2026 | 198,693 |
2027 | 198,693 |
2028 | 198,693 |
Thereafter | 175,339 |
Finite-Lived Intangible Assets, Net | 1,168,804 |
Capitalized Acquisition Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 2,228 |
2025 | 2,228 |
2026 | 2,228 |
2027 | 2,228 |
2028 | 2,228 |
Thereafter | 27,441 |
Finite-Lived Intangible Assets, Net | $ 38,881 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 248,371 | $ 238,897 |
Amortization expenses | 184,626 | 372,976 |
Impairment | $ 0 | $ 0 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful lives | 20 years | |
Intangible assets | $ 43,865 | |
Amortization expenses | $ 3,333 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful lives | 7 years | |
Intangible assets | $ 201,431 | |
Amortization expenses | $ 179,005 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Auditor fees | $ 42,731 | |
Director fees | 90,000 | |
Dividends payable | 65,016 | 22,133 |
Interest | 3,143 | |
Other accruals | 34,214 | |
Settlement payable | 166,986 | |
Wages and salaries | 544,060 | 24,818 |
Total accrued liabilities | $ 943,007 | $ 50,094 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible Notes Payable | ||
Promissory notes – issued in the fiscal year | $ 2,287,780 | |
Total convertible notes payable | 2,287,780 | |
Less: unamortized debt discount | ||
Less: notes converted to common stock | (2,287,780) | |
Less: current portion of convertible notes | ||
Long-term convertible notes |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 15, 2022 | Sep. 01, 2021 | Nov. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Proceeds from notes payable | $ 15,000 | |||||
Interest expense | 13,476 | 575,777 | ||||
Amortization of debt discount | 69,714 | |||||
Note Holders [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible conversion price | $ 0.50 | |||||
Accrued Interest | $ 0 | $ 0 | ||||
Number of conversion of shares issued | 4,706,096 | 4,706,096 | ||||
Offering [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from notes payable | $ 175,630 | $ 2,112,150 | ||||
Original issuance discount | 104,572 | |||||
Unamortized discount and debt issuance costs net | $ 2,007,578 | |||||
Debt instrument interest rate terms | Interest at the rate equal to 2% per annum, computed based on the actual number of days elapsed, and a year of 365 days will be due on all outstanding notes. | Interest at the rate equal to 2% per annum, computed based on the actual number of days elapsed, and a year of 365 days will be due on all outstanding notes. | ||||
Debt instrumentdiscount amortization terms | Interest accrual and debt discount amortization commenced on July 1, 2021, upon closing the convertible promissory note offering. | |||||
Debt term | 18 months | |||||
Offering [Member] | Voluntary Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Description of conversion terms for debt instrument | Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.” | Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $1.15 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs. | Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. | Voluntary Conversion. The investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. | ||
Offering [Member] | Mandatory Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Description of conversion terms for debt instrument | 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. | 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. | ||||
Promissory Note Offerings [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrumentdiscount amortization terms | Interest accrual commenced on December 1, 2021, upon closing the convertible promissory note offering. | |||||
Convertible Loans [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 11,725 | $ 575,777 | ||||
Amortization of debt discount | $ 6,954 | $ 69,714 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Proceeds from notes payable | $ 15,000 | ||
Amortization of debt discount (premium) | 69,714 | ||
Loan payments | 12,324 | 9,943 | |
Remaining payments | 12,611 | ||
Nonrelated Party [Member] | |||
Short-Term Debt [Line Items] | |||
Loan payable obligations | 12,611 | 11,987 | |
Long term loans payable | $ 10,465 | ||
White Lion Note [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory note | $ 20,000 | ||
Discount rate | 25% | ||
Payments of debt | $ 20,000 | ||
Proceeds from notes payable | 15,000 | ||
Amortization of debt discount (premium) | $ 5,000 | ||
Vehicle [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, term | 5 years | ||
Iinterest rate | 6.90% |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS (Details) - Founder Loan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Beginning balance – related party loans | $ 899,309 | $ 428,177 |
Beginning balance – current | 374,018 | 428,177 |
Effects of currency translation | 62,356 | (42,619) |
Conversions from (into) preferred stock | 60,000 | |
Additions | 510,968 | |
Interest | ||
Assignment of advances receivable | (71,540) | |
Loan resolution agreement – Stephen Morris | (821,432) | |
Ending balance Loan 1 (current) | 125,910 | 374,018 |
Beginning balance | 525,291 | |
Additions | 501,049 | |
Effects of currency translation | 27,348 | 24,242 |
Ending balance non-current | 552,639 | 525,291 |
Ending balance – related party loans | $ 678,549 | $ 899,309 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended | |||||||||||||
Dec. 27, 2023 USD ($) $ / shares shares | Dec. 20, 2022 USD ($) | Dec. 20, 2022 EUR (€) | Sep. 07, 2022 USD ($) | Sep. 06, 2022 USD ($) | Sep. 06, 2022 EUR (€) | Feb. 15, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 08, 2022 USD ($) | Sep. 08, 2022 EUR (€) | Sep. 07, 2022 EUR (€) | |
Related Party Transaction [Line Items] | ||||||||||||||
Principal of loan | $ 15,000 | |||||||||||||
Mr. Stephen Morris [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan payable obligations | 125,910 | 374,018 | ||||||||||||
Promissory notes payable | $ 821,431.87 | |||||||||||||
Common stock, issued | shares | 2,489,186 | |||||||||||||
Conversion price | $ / shares | $ 0.33 | |||||||||||||
Long term loans payable | 0 | 10,465 | ||||||||||||
Debt instrument face amount | $ 501,049 | € 434,060 | ||||||||||||
Unsecured interest | 0% | 0% | ||||||||||||
Debt Instrument term | 3 years | |||||||||||||
Minority Shareholders [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face amount | $ 19,709 | $ 81,162 | $ 81,162 | |||||||||||
Repayment Date | Feb. 15, 2023 | Feb. 28, 2022 | ||||||||||||
Interest rate Percentage | 20% | |||||||||||||
Paul Morrissey [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face amount | $ 32,337 | € 25,401 | ||||||||||||
Interest rate Percentage | 25% | 25% | ||||||||||||
Second Amendment [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal of loan | $ 60,000 | € 52,088 | ||||||||||||
Third Amendment [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal of loan | $ 71,540 | € 59,543 | ||||||||||||
Assignment of advances receivable | $ 71,540 | € 59,543 | ||||||||||||
Founder Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loan payable obligations | $ 678,549 | 899,309 | ||||||||||||
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 a maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment. | |||||||||||||
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 £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 | |||||||||||||
Bubblr Limited And Morris [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds loans | 501,049 | |||||||||||||
Payments loans | 0 | 0 | ||||||||||||
Loan principal | 11,540 | $ 66,000 | ||||||||||||
Long term loans payable | $ 552,639 | $ 525,291 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS (Details) | Dec. 31, 2023 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Expected term | 1 year 7 months 2 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Expected term | 2 years 6 months |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 177 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 220 |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 8.33 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 1.50 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 5.46 |
SUMMARY OF CHANGES IN WARRANT L
SUMMARY OF CHANGES IN WARRANT LIABILITIES (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability, Balance | $ 198,479 | |
Addition of new warrants | 721,275 | |
Day-one loss | (28,043) | |
Change in fair value of warrant liability | (159,363) | (494,753) |
Warrant liability, Balance | $ 39,116 | $ 198,479 |
SCHEDULE OF FOREIGN COMPONENTS
SCHEDULE OF FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
- Local | $ (1,928,146) | $ (3,589,034) |
- Foreign | (630,823) | (836,615) |
Loss before income taxes | $ (2,558,969) | $ (4,425,649) |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET AND RECONCILIATION OF INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carryforward | $ 2,650,650 | $ 4,425,649 |
Effective tax rate percentage | 21% | 21% |
Deferred tax asset | $ 537,383 | $ 929,386 |
Foreign taxes | (256,668) | (594,740) |
Less: valuation allowance | (280,715) | (334,646) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 53,931 | $ 414,168 |
Standard tax rate percentage | 21% | |
Operating loss carry forward | $ 2,650,650 | 4,425,649 |
Standard income tax rate | 19% | |
Deferred tax assets | $ 537,383 | 929,386 |
UK Operation [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forward | 6,352,644 | |
Deferred tax assets | $ 6,352,644 | |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forward | $ 8,182,343 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Warrants outstanding Beginning balance | 2,538,101 | |
Weighted Average Exercise Price Outstanding | $ 0.32 | |
Number of Warrants Granted | 2,538,101 | |
Weighted Average Exercise Price Granted | $ 0.32 | |
Weighted Average Remaining life (years) | 4 years 3 months 7 days | 4 years 3 months 7 days |
Number of Warrants Exercised | ||
Weighted Average Exercise Price Exercised | ||
Number of Warrants Forfeited/canceled | ||
Weighted Average Exercise Price Forfeited/canceled | ||
Number of Warrants outstanding ending balance | 2,538,101 | 2,538,101 |
Weighted Average Exercise Price Outstanding | $ 0.32 | $ 0.32 |
SUMMARY OF INFORMATION RELATING
SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Warrants Outstanding | 2,538,101 | 2,538,101 | |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 3 months 7 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.32 | $ 0.32 | |
Number of Shares, Warrants Exercisable | 2,538,101 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.32 | ||
Warrants One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Warrants Outstanding | 941,599 | ||
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 2 months 4 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.34 | ||
Number of Shares, Warrants Exercisable | 941,599 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.34 | ||
Warrants Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Warrants Outstanding | 472,205 | ||
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 2 months 8 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.34 | ||
Number of Shares, Warrants Exercisable | 472,205 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.34 | ||
Warrants Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Warrants Outstanding | 562,149 | ||
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 3 months 25 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.35 | ||
Number of Shares, Warrants Exercisable | 562,149 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.35 | ||
Warrants Four [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Warrants Outstanding | 281,074 | ||
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 4 months 24 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.22 | ||
Number of Shares, Warrants Exercisable | 281,074 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.22 | ||
Warrants Five [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Warrants Outstanding | 281,074 | ||
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 5 months 23 days | ||
Weighted Average Exercise Price, Warrants Outstanding | $ 0.22 | ||
Number of Shares, Warrants Exercisable | 281,074 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ 0.22 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Options Outstanding | shares | |
Weighted-Average Exercise Price outstanding | |
Options Outstanding Grants | shares | 14,400,000 |
Options outstanding weighted-average exercise price | $ 0.1560 |
Options Outstanding Exercised | shares | |
Weighted-Average Exercise Price Exercised | |
Forfeited or expired | shares | |
Forfeited or expired | |
Options Outstanding | shares | 14,400,000 |
Weighted-Average Exercise Price outstanding | $ 0.1560 |
Exercisable shares | shares | 10,032,000 |
Weighted average options granted | $ 0.1518 |
Options outstanding number of shares | shares | 14,400,000 |
Options exercisable number of shares | shares | 10,032,000 |
Options outstanding weighted-average contractual life in years | 9 years 3 months |
Options exercisable weighted-average contractual life in years | 9 years 3 months |
Options exercisable weighted-average exercise price | $ 0.1618 |
Options outstanding Intrinsic value | 0 |
Options exercisable Intrinsic value | $ 0 |
SCHEDULE OF THE WEIGHTED AVERAG
SCHEDULE OF THE WEIGHTED AVERAGE FAIR VALUE OF STOCK OPTIONS (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Expected life | 9 years 3 months |
Risk-free interest rate | 3.88% |
Annual forfeiture rate | 0% |
Volatility | 199% |
Expected dividend yield | 0% |
SCHEDULE OF NON-VESTED SHARES (
SCHEDULE OF NON-VESTED SHARES (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of shares | shares | |
Weighted average | $ / shares | |
Number of shares granted | shares | 14,400,000 |
Weighted average granted | $ / shares | $ 0.1560 |
Number of shares forfeited or expired | shares | |
Weighted average forfeited or expired | $ / shares | |
Number of shares vested | shares | (10,032,000) |
Weighted average vested | $ / shares | $ 0.1560 |
Number of shares | shares | 4,368,000 |
Weighted average | $ / shares | $ 0.1560 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) | 12 Months Ended | ||||||||||||||||
Apr. 01, 2023 | Jan. 31, 2023 shares | Sep. 07, 2022 USD ($) shares | Sep. 06, 2022 USD ($) | Jun. 24, 2022 USD ($) shares | May 25, 2022 USD ($) shares | Apr. 24, 2022 USD ($) shares | Mar. 22, 2022 USD ($) shares | Mar. 09, 2022 shares | Mar. 04, 2022 USD ($) $ / shares shares | Mar. 04, 2022 USD ($) $ / shares shares | Feb. 01, 2022 USD ($) shares | Mar. 12, 2021 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 07, 2022 EUR (€) | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | shares | 25,000,000 | ||||||||||||||||
Preferred stock, per share | $ / shares | $ 0.001 | ||||||||||||||||
Dividends declared | $ | $ 64,292 | ||||||||||||||||
Dividends value | $ | $ 43,805 | 22,133 | |||||||||||||||
Shares of common stock paid | $ | $ 42,883 | $ 20,026 | |||||||||||||||
Warrant shares | shares | 2,538,101 | 2,538,101 | |||||||||||||||
Debt instrument face amount | $ 525,291 | € 434,060 | |||||||||||||||
Interest expense | $ | $ 13,476 | $ 575,777 | |||||||||||||||
[custom:DerivativeLossOnContract] | $ | 28,043 | ||||||||||||||||
Gain (Loss) on Securitization of Financial Assets | $ | $ 95,768 | ||||||||||||||||
Common stock, shares authorized | shares | 3,000,000,000 | 3,000,000,000 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||
Stock issued during period value | $ | $ 100,000 | $ 2,044,061 | |||||||||||||||
Common stock, shares outstanding | shares | 159,690,447 | 154,309,318 | |||||||||||||||
Option vest description | Company granted options for purchasing our Common stock to executives, management, and a non-executive director as consideration for time served. The terms of the stock option grants are determined by our Board of Directors and consistent with our 2022 Equity Incentive Plan. | ||||||||||||||||
Option grant description | Our stock option grant general policy is that options vest 40% after 90 days of service, and the remaining options vest monthly over two years. The maximum term is ten years. | ||||||||||||||||
Unrecognized compensation costs | $ | $ 1,559,598 | ||||||||||||||||
Unrecognized compensation costs | $ | 626,773 | ||||||||||||||||
Shares of common stock issued, value | $ | $ 379,814 | ||||||||||||||||
Bubblr Limited And Morris [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Investment company fee waiver terms | 200,000 | ||||||||||||||||
Dividend Payments By Stock Issuance [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends value | $ | $ 22,133 | ||||||||||||||||
Shares of common stock | shares | 116,799 | ||||||||||||||||
GHS [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible preferred stock value | $ | $ 700,000 | $ 700,000 | |||||||||||||||
Preferred stock, share subscriptions | shares | 700 | 700 | |||||||||||||||
Warrant shares | shares | 941,599 | 941,599 | |||||||||||||||
Gross proceeds | $ | $ 266,000 | ||||||||||||||||
Shares of common stock to Proactive | shares | 281,000 | ||||||||||||||||
Proceeds from sale and collection of finance receivables | $ | $ 0 | ||||||||||||||||
Proactive [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, share subscriptions | shares | 160 | ||||||||||||||||
Warrant shares | shares | 472,205 | ||||||||||||||||
Shares of common stock to Proactive | shares | 64,220 | ||||||||||||||||
Proactive Two [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Gross proceeds | $ | $ 155,000 | ||||||||||||||||
GHS Tranche 2 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant shares | shares | 562,149 | ||||||||||||||||
Gross proceeds | $ | $ 184,000 | ||||||||||||||||
GHS Tranche 3 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant shares | shares | 281,074 | ||||||||||||||||
Gross proceeds | $ | $ 92,000 | ||||||||||||||||
GHS Tranche 4 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant shares | shares | 281,074 | ||||||||||||||||
Gross proceeds | $ | $ 92,000 | ||||||||||||||||
Proactive Total [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Gross proceeds | $ | 789,000 | ||||||||||||||||
Warrant Allocated [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Gross proceeds | $ | $ 721,275 | ||||||||||||||||
Board Chair Services [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period shares | shares | 147,960 | ||||||||||||||||
Stock issued during period value | $ | $ 75,460 | ||||||||||||||||
Investor Relations [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period shares | shares | 1,455,784 | 7,874,108 | |||||||||||||||
Stock issued during period value | $ | $ 285,338 | $ 2,044,061 | |||||||||||||||
Debt Conversion [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value | $ | $ 28,000 | ||||||||||||||||
Shares of common stock | shares | 140,000 | ||||||||||||||||
Equity Financing Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value | $ | $ 379,814 | ||||||||||||||||
Shares of common stock | shares | 793,039 | ||||||||||||||||
Series C preferred stock share purchase agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value | $ | $ 71,703 | ||||||||||||||||
Shares of common stock | shares | 345,220 | ||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value | $ | $ 2,353,048 | ||||||||||||||||
Shares of common stock | shares | 4,706,096 | ||||||||||||||||
Dividend Series C Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value | $ | $ 22,133 | ||||||||||||||||
Shares of common stock | shares | 116,799 | ||||||||||||||||
Consultancy Services [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period shares | shares | 625,000 | ||||||||||||||||
Stock issued during period value | $ | $ 89,063 | ||||||||||||||||
Professional Services [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period shares | shares | 500,000 | ||||||||||||||||
Stock issued during period value | $ | $ 65,000 | ||||||||||||||||
Loan Resolution Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period shares | shares | 2,489,186 | ||||||||||||||||
Stock issued during period value | $ | $ 821,431 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Intrinsic value | $ | 0 | ||||||||||||||||
Equity Incentive Plan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock | shares | 28,400,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends value | $ | $ 3,112 | $ 1,168 | |||||||||||||||
Stock issued during period shares | shares | 625,000 | 7,874,108 | |||||||||||||||
Stock issued during period value | $ | $ 6,250 | $ 78,741 | |||||||||||||||
Dividends shares | shares | 311,159 | ||||||||||||||||
Shares of common stock | shares | 8,400,000 | ||||||||||||||||
Employment agreements percentage | 50% | ||||||||||||||||
Shares of common stock forfeited | shares | 8,400,000 | ||||||||||||||||
Shares of common stock issued | shares | 793,039 | ||||||||||||||||
Shares of common stock issued, value | $ | $ 7,930 | ||||||||||||||||
White Lion Capital [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt instrument un used borrowing capacity description | Pursuant to the SPA, the Company had the right, but not the obligation, to cause WLC to purchase up to $10 million of our common stock during the period beginning on February 1, 2022, and ending on the earlier of (i) the date on which the WLC had purchased $10 million of our common stock pursuant to the SPA, or (ii) December 31, 2022. | ||||||||||||||||
Shares of common stock issued | shares | 103,000 | ||||||||||||||||
Shares of common stock issued, value | $ | $ 93,792 | ||||||||||||||||
White Lion Capital Termination Issuance [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 103,000 | ||||||||||||||||
Shares of common stock issued, value | $ | $ 51,500 | ||||||||||||||||
GHS Consideration [Member] | Equity Financing Agreements [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 587,039 | ||||||||||||||||
Principal amount | $ | $ 15,000,000 | $ 15,000,000 | |||||||||||||||
Shares of common stock, value | $ | $ 234,522 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | shares | 1 | ||||||||||||||||
Preferred stock, per share | $ / shares | $ 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. | ||||||||||||||||
Repurchased amount | $ | $ 60,000 | ||||||||||||||||
Preferred stock, shares issued | shares | 0 | ||||||||||||||||
Preferred stock, shares outstanding | shares | 0 | ||||||||||||||||
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] | |||||||||||||||||
Dividends value | $ | |||||||||||||||||
Stock issued during period value | $ | |||||||||||||||||
Shares of common stock issued, value | $ | |||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | shares | 2,000 | 2,000 | 2,000 | 2,000 | |||||||||||||
Preferred stock, per share | $ / shares | $ 1,200 | $ 1,200 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares issued | shares | 903 | 903 | |||||||||||||||
Preferred stock, shares outstanding | shares | 903 | 903 | |||||||||||||||
Dividend rate | 8% | ||||||||||||||||
Preferred stock conversion basis | 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. | ||||||||||||||||
Preferred stock, liquidation preference value | $ | $ 1,200 | ||||||||||||||||
Conversion Price | $ / shares | $ 0.3202 | ||||||||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends value | $ | |||||||||||||||||
Remained declared unpaid | $ | 22,133 | ||||||||||||||||
Shares of common stock to Proactive | shares | 345,220 | ||||||||||||||||
Interest expense | $ | 71,703 | ||||||||||||||||
Stock issued during period value | $ | |||||||||||||||||
Shares of common stock issued, value | $ | |||||||||||||||||
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 is redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and | ||||||||||||||||
Series C Preferred Stock [Member] | GHS [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant shares percent | 75% | 75% | |||||||||||||||
Series C Preferred Stock [Member] | Tranche 1 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 300 | ||||||||||||||||
Series C Preferred Stock [Member] | Commitment Shares [Member] | GHS [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 35 | ||||||||||||||||
Series C Preferred Stock [Member] | Commitment Shares [Member] | Proactive [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 8 | ||||||||||||||||
Series C Preferred Stock [Member] | Proactive [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 168 | ||||||||||||||||
Warrant shares percent | 75% | ||||||||||||||||
Series C Preferred Stock [Member] | GHS Tranche 2 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 200 | ||||||||||||||||
Series C Preferred Stock [Member] | GHS Tranche 3 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 100 | ||||||||||||||||
Series C Preferred Stock [Member] | GHS Tranche 4 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares of common stock issued | shares | 100 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Dividends shares | shares | 311,159 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 06, 2023 | Jul. 01, 2023 | Jun. 15, 2023 | May 12, 2023 | Apr. 06, 2023 | Apr. 01, 2023 | Feb. 14, 2023 | Jan. 31, 2023 | May 31, 2022 | May 25, 2022 | Mar. 31, 2022 | Aug. 15, 2021 | Jun. 01, 2021 | May 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||||||||||||||||
Stock compensation value | $ 75,460 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Company agreed to grant Mr. Chetwood an option to purchase 3,360,000 shares of common stock at $0.1625 per share ($546,000), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years | Company agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share (628,320), under the 2022 Incentive Plan | ||||||||||||||
Equity value | 2,287,780 | |||||||||||||||
Non-vested share options | 10,032,000 | |||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Shares of common stock | 1,000,000 | |||||||||||||||
common stock value | $ 180,000 | |||||||||||||||
Amended Employment Agreement [Member] | Maximum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | $ 450,000 | |||||||||||||||
Amended Employment Agreement [Member] | Minimum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | 90,000 | |||||||||||||||
Beyond Media SEZC [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Stock compensation value | $ 7,000 | |||||||||||||||
Launchpad IR [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Received cash | $ 3,000 | |||||||||||||||
Saunders [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | On July 1, 2021, the Company entered into an employment agreement with Steven Saunders, Chief Commercial Officer and Director. The term is three years. Mr. Saunders will receive monthly cash compensation of $15,000 reduced by $3,820 until at least $5,000,000 funding has been received through the S-1 offering. | |||||||||||||||
Compensate salary | $ 15,000 | |||||||||||||||
Salary reduction | 3,820 | |||||||||||||||
Compensation reduced | $ 5,000,000 | |||||||||||||||
Chetwood [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Compensate salary | $ 180,000 | |||||||||||||||
Compensate salary | 60% | |||||||||||||||
Chetwood [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Compensate salary | $ 450,000 | $ 144,000 | ||||||||||||||
Amount secured in debt or financing | $ 5,000,000 | |||||||||||||||
Salary increased | 180,000 | |||||||||||||||
Equity value | $ 10,000,000 | |||||||||||||||
Salary increased | $ 240,000 | |||||||||||||||
Compensate salary | 60% | |||||||||||||||
Rik Willard [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Compensate salary | $ 144,000 | |||||||||||||||
Amount secured in debt or financing | 5,000,000 | |||||||||||||||
Salary increased | 180,000 | |||||||||||||||
Salary increased | 240,000 | |||||||||||||||
Number of restricted stock | 3,000,000 | |||||||||||||||
Equity value | $ 10,000,000 | |||||||||||||||
Settlement amount | $ 112,418 | 86,811 | ||||||||||||||
Rik Willard [Member] | Amended Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Shares vest | 1,500,000 | 2,700,000 | ||||||||||||||
Rik Willard [Member] | Separation Agreements [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Number of restricted stock | $ 116,000 | 79,250 | ||||||||||||||
Willard [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Compensate salary | $ 15,000 | |||||||||||||||
Salary reduction | 3,000 | |||||||||||||||
Compensation reduced | $ 5,000,000 | |||||||||||||||
Restricted shares | 102,040 | |||||||||||||||
Steven Saunders [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Number of restricted stock | 5,400,000 | |||||||||||||||
Stephen Morris [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Deferred compensation | $ 5,000,000 | |||||||||||||||
Deferred compensation | 450,000 | $ 270,000 | ||||||||||||||
Deferred compensation payment | $ 180,000 | |||||||||||||||
Non-vested share options | 218,066 | |||||||||||||||
David Chetwood [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Deferred compensation | $ 236,200 | |||||||||||||||
David Chetwood [Member] | Amended Employment Agreement [Member] | Maximum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | 450,000 | |||||||||||||||
David Chetwood [Member] | Amended Employment Agreement [Member] | Minimum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | $ 180,000 | |||||||||||||||
Burks [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Company agreed to grant Mr. Burks an option to purchase 4,800,000 shares of common stock at $0.1353 per share ($649,440), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years | Company entered into an employment agreement with Timothy Burks, Chief Executive Officer and Director. The Company will compensate Mr. Burks $600,000 per annum base pay with payments reduced by 60% to $240,000 per annum until the Company has secured $5,000,000 in debt or equity financing. | ||||||||||||||
Mr.Burks [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Non-vested share options | 291,860 | |||||||||||||||
Timothy Burks [Member] | Amended Employment Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Deferred compensation | $ 270,000 | |||||||||||||||
Timothy Burks [Member] | Amended Employment Agreement [Member] | Maximum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | 600,000 | |||||||||||||||
Timothy Burks [Member] | Amended Employment Agreement [Member] | Minimum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | $ 240,000 | |||||||||||||||
Paul Morrissey [Member] | Non Executive Director Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Company entered into a Non-executive Director Agreement with Paul Morrissey. The Company will compensate Mr. Morrissey $300,000 per annum directors fee, with payments reduced by 60% to $120,000 per annum until the Company has secured $5,000,000 in debt or equity financing. | |||||||||||||||
Mr Morrissey [Member] | Non Executive Director Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Company agreed to grant Mr. Morrissey an option to purchase 1,920,000 shares of common stock at $0.1353 per share ($259,776), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years | |||||||||||||||
Mr. Morrissey [Member] | Non Executive Director Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Non-vested share options | 116,746 | |||||||||||||||
Morrissey [Member] | Non Executive Director Agreement [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Deferred compensation | $ 270,000 | |||||||||||||||
Morrissey [Member] | Non Executive Director Agreement [Member] | Maximum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | 300,000 | |||||||||||||||
Morrissey [Member] | Non Executive Director Agreement [Member] | Minimum [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual payment | 120,000 | |||||||||||||||
Virtual Office Space [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Monthly rate | 200 | |||||||||||||||
Monthly rate | 200 | |||||||||||||||
New York Premisis [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Rented premises | $ 2,400 | $ 1,000 |