UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/AS-1

Amendment No. 1 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bubblr Inc.

(Exact name of registrant as specified in its charter)

21 West 46th Street

New York,, New York 10036

Phone: (647)646 2263
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registered Agents Inc.

30 N Gould St Ste R

Sheridan, WY 82801 USA

Phone: (307) 200-2803

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

The Doney Law Firm

4955 S. Durango Dr. Ste. 165

Las Vegas, NV 89113

Phone: (702) 982-5686

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, of 1933, as amended, or until thisthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Bubblr Inc.

16,793,039 Shares

BUBBLR, INC.

_______ Units

Each Unit Consisting of One Share of Common Stock and

One Warrant to Purchase One Share of Common Stock

This prospectus relates

We are offering _______ units (each a “Unit” and collectively, the “Units”) of Bubblr, Inc. (the “Company,” “Bubblr,” “we,” “our” or “us”) with each Unit consisting of one share of our Common Stock, par value $0.01 per share, which we refer to as the resale“Common Stock,” and one warrant (a “Warrant”) to purchase one share of up to 10,000,000Common Stock. The Warrants included in the Units are exercisable immediately, will expire [5] years from the date of issuance and have an exercise price of $___ per share ( ___% of the price per Unit sold in this offering).

The Units have no stand-alone rights and will not be certificated or issued in stand-alone form. Purchasers will receive only shares of common stock, represented as Purchase Notice SharesCommon Stock and Commitment Shares issuable to GHS Investments, LLC (“GHS”), the selling stockholder, pursuant to an Equity Financing Agreement (the “Financing Agreement”), dated March 4, 2022, that we entered into with GHS.Warrants. The Purchase Agreement required us to issue 587,039 Commitment Shares and permits us to issue Purchase Notices to GHS for up to Fifteen Million Dollars ($15,000,000) in shares of our commonCommon Stock and Warrants may be transferred separately, immediately upon issuance. The offering also includes the shares of Common stock through December 31, 2022 or until $15,000,000 of such shares have been subject of a Purchase Notice.

Also pursuant to this prospectus, GHS and Proactive Capital Partners LP (“Proactive”) are offering on a resale basisissuable from time to time an aggregate of up to 6,000,000 shares of Common Stock issuable upon conversion of the Company’s Series C Preferred Stock (“Series C Preferred”) and Warrants that these selling shareholders may acquire pursuant to the terms and conditions of Securities Purchase Agreements that we entered into with GHS and Proactive (the “Purchase Agreement”), as well as Warrants to purchase Common Stock. The conversion price for the Series C Preferred shall be the amount equal to a fixed price equaling the closing bid price of the Common Stock on the trading day immediately preceding the date of the Purchase Agreements, or $0.3202 per share. The exercise price for the Warrants is at a fixed price of $0.3404 per share.

Finally, we are registering 206,000 shares of common stock held by White Lion Capital, LLC (“White Lion”) for resale as a result of a Termination and Release Agreement that we have entered into.

We are not selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the resale of the Common Stock by GHS, Proactive or White Lion (referred to herein collectively as the “Selling Stockholders”). However, upon any exercise of the Warrants for cash, such Selling Shareholders would pay usWarrants.

Shares of our Common Stock are presently traded on the exercise pricePink Tier of the Warrants. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

The price at which the Selling Stockholders may sell their shares will be at a fixed price of $0.40 per share or, if we are quoted on the OTCQB, at prevailing market prices, prices related to prevailing market prices or at privately negotiated prices.

The Selling Stockholders may be considered underwriters within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents, and any profit on the resale of the shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is quoted on the OTC Markets Group, Inc. (“OTC Markets”), under the symbol “BBLR.” On April 6,September 8, 2022, the last reported closingsale price of shares of our Common Stock was $0.20 per share. We intend to apply to list shares of our Common Stock and Warrants on The Nasdaq Capital Market (“Nasdaq”) under the symbols “BBLR” and “BBLRW”, respectively. No assurance can be given that our application will be approved or that the trading prices of shares of our Common Stock on the over-the-counter market will be indicative of the prices of shares of our Common Stock if they were traded on Nasdaq. If our listing application is not approved, we will not consummate this offering.

The public offering price per Unit will be determined at the time of pricing and may be at a discount to the current market price of our common stock was $0.40 per share.Common Stock. The recent market price of our Common Stock used throughout this prospectus may not be indicative of the final offering price of the Units. Prior to this offering, there has been a very limitedno trading market for our securities. While our common stock is quoted on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will developWarrants.

Unless otherwise noted and other than in our securities.

Mr. Morris controls our company with a 60% vote on all matters regarding shareholder approval by virtue of his ownership in our Special 2019 Series A Preferred Stock. He is able to exercise significant influence over our company, including the election of directors, the approval of significant corporate transactions, and any change of control of our company.

There are no arrangements to place the funds received in an escrow, trust, or similar arrangementhistorical financial statements and the funds will be availablenotes thereto, the share and per share information in this prospectus reflects the proposed reverse split of the outstanding Common Stock at an assumed [●]-for-[●] ratio to us following deposit into our bank account.occur prior to the closing of the offering.

Investing in our sharessecurities involves a high degree of risk. BEFORE BUYING ANY SHARES, YOU SHOULD CAREFULLY READ THE DISCUSSION OF MATERIAL RISKS OF INVESTING IN OUR SHARES IN “RISK FACTORS” BEGINNING ON PAGE 5 OF THIS PROSPECTUS.See “Risk Factors” beginning on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the underwriters to purchase from us up to ______ additional shares of our Common Stock and/or up to _________ additional Warrants, in any combination thereof, solely to cover over-allotments. The purchase price to be paid per additional share of Common Stock is $_______ per share and the purchase price to be paid per over-allotment Warrant will be $0.001 per warrant, less, in each case, underwriting discounts and commissions.

The underwriters expect to deliver the securities to investors in this offering on or about __________, 2022.

Sole Book-Running Manager

JOSEPH GUNNAR & CO. LLC

The date of this prospectus is April 7, 2022.____________, 2022

TABLE OF CONTENTS

Neither we nor the underwriter hasWe have not authorized anyone to provide you withany information that is different from thator to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus we may authorizeis an offer to be delivered or made availablesell only the Units offered hereby, but only under circumstances and in jurisdictions where it is lawful to you. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our common stock means that thedo so. The information contained in this prospectus is current only as of its date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or any free writing prospectus is correct after the datepossession or distribution of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy shares of common stock in any circumstances under whichjurisdiction where action for that purpose is required, other than the offer or solicitation is unlawful.United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Units and the distribution of this prospectus outside of the United States.

Market and Other Industry Data

Unless otherwise indicated, market data and certain industry forecasts used throughout this prospectus were obtained from various sources, including internal surveys, market research, consultant surveys, publicly available information and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained in this prospectus concerningtherein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based upon our management’s knowledge of the industry, have not been independently verified. The future performance of the industry and the markets in which we operate including our general expectations and market position, market opportunity and market share,intend to operate is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors.”Factors” and “Special Note Regarding Forward-looking Statements” and elsewhere in this prospectus. These and other factors could cause our future performanceresults to differ materially from our assumptionsthose expressed in these publications and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”reports.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains referencesincludes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, that relate to future events or to our trademarksfuture operations or financial performance. Any forward-looking statement involves known and service marksunknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statement.

Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “targets,” “likely,” “will,” “would,” “could,” “should,” “continue,” “scheduled” and similar expressions or phrases, or the negative of those belongingexpressions or phrases, are intended to other entities. Solelyidentify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for convenience, trademarks and trade names referred toeach forward-looking statement contained in this prospectus may appear without the ®registration statement, we caution you that these statements are based on our estimates or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rightsprojections of the applicable licensorfuture that are subject to these trademarksknown and trade names. We do not intendunknown risks and uncertainties and other important factors that may cause our useactual results, level of activity, performance, experience or display of other companies’ trade names, trademarksachievements to differ materially from those expressed or service marks to imply a relationship with, or endorsement or sponsorship of usimplied by any other companies.forward-looking statement. Actual results, level of activity, performance, experience or achievements may differ materially from those expressed or implied by any forward-looking statement as a result of various important factors, including our critical accounting policies and risks and uncertainties relating, to:

RISK FACTORS

Investing in our common stocksecurities involves a high degree of risk. YouBefore you invest in the Units, the Warrants and shares of our Common Stock, you should carefully consider the following risk factorsrisks, as well as general economic and business risks, and all of the other information contained in this prospectus before purchasing our common stock. If anyregistration statement. Any of the following risks actually occur, we may be unable to conductcould harm our business, as currently plannedoperating results and our financial condition and results of operations could be seriously harmed. In addition,cause the trading price of shares of our common stock couldCommon Stock to decline, duewhich would cause you to the occurrence of any of these risks, and you may lose all or part of your investment. The risks and uncertainties discussed below are not the only ones we face. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties not currently knownWhen determining whether to us or that we currently do not believe are material. In assessing the risks and uncertainties described below,invest, you should also consider carefullyrefer to the other information contained in this prospectus, before making a decision to invest inincluding our common stock.financial statements and the related notes thereto.

Risk Related to Covid 19Covid-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in the markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the year ended December 31, 2021. The full extentat June 30, 2022.

Most of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak couldrestrictions imposed by governments worldwide have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high-quality services to its clients.now been relaxed. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These

If there is a re-occurrence of government restrictions due to a new Covid-19 outbreak that may cause many companies to experience disruptions in their operations and in markets served, there is a risk that these estimates may change, as new events occur, and additional information is obtained. obtained.

Risk Factors Related to the Financial Condition of the Company

Because our auditor has issued a going concern opinion regarding our company, and we are dependent on outside financing for the continuation of our operations, there is an increased risk associated with an investment in our company.

We have continually operated at a loss with an accumulated deficit of $8,385,496$11,794,731 as of December 31, 2021.June 30, 2022. We have not generated any significant revenues and are dependent upon obtaining financing to continue operations for the next twelve months. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stockCommon Stock and/or through debt financing.

We will need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. We anticipate that we must raise $6,000,000forour operations for the next 12 months and $18 million to fully implement our business plan to its fullest potential and achieve our growth plans. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

Our ability to raise additional financing is unknown. Aside from our equity line with GHS Investments, we do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.

Because we have a limited operating history, you may not be able to accurately evaluate our operations.

We have had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business and additional costs and expenses that may exceed current estimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We are dependent on outside financing for the continuation of our operations.

Because we have generated limited revenues and currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future.

We will need additional funds to complete further development of our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. We anticipate that we must raise $5,000,000 for our operations for the next 12 months, and $20 million to fully implement our business plan to its fullest potential and achieve our growth plans. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

Our failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in our inability to continue as a going concern and, as a result, our investors could lose their entire investment.

As a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

We have not yet produced any significant revenues or profits and may not in the near future, if at all. Further, many of our competitors have a significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a going concern is dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

Risk Factors Related to Business of the Company

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

Our results of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to:

As a result of these factors, we may not succeed in our business, and we could go out of business.

In the event that we are unable to successfully compete in the mobile-app Web.3 ecosystem with our WEB.Ɛ platform, industry, we may not be able to achieve profitable operations.

We face substantial competition in what we’re looking to disrupt. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. Accordingly, these competitors may have already begun to establish brand-recognitionbrand recognition with consumers. We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However, we cannot assure you that our products will outperform competing products or those competitors will not develop new products that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their products, then it may not be possible for us to market our products at prices that are economically viable. Increased competition could result in:

Any one of these results could adversely affect our business, financial condition and results of operations. In addition, our competitors may develop competing products that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition and results of operations.

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

We hope to achieve revenues from our open-source partnerships. We cannot accurately predict, however, future growth rates or the size of the market for application in the United States, United Kingdom and other markets we engage in. Demand for our platform and IP may not occur as anticipated, or may decrease, either generally or in specific geographic markets, during particular time periods. The expansion of our mobile applicationWEB.Ɛ platform in the market depends on a number of factors, such as:

Even if our platform gains wide market acceptance, we may not adequately address market requirements and may not be able to expand market acceptance. If our products do not achieve wide market acceptance, we may not be able to achieve our anticipated level of growth, we may not achieve revenues and results of operations would suffer.

 If we are unable to gauge trends and react to changing partners preferences in a timely manner, our sales will decrease, and our business may fail.

We believe our success depends in substantial part on our ability to offer our intellectual property and our supporting platform that reflect current needs and anticipate, gauge and react to changing partner and consumer demands in a timely manner. Our business is vulnerable to changes in partner and consumer preferences. If we misjudge their needs for our platform, our ability to generate sales could be impaired resulting in the failure of our business. There are no assurances that our mobile applicationWEB.Ɛ platform will be successful, and in that regard, any unsuccessful consumer reaction could also adversely affect our business.

If we are unable to successfully manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

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

We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all product categories and we expect to continue a strategy of selectively identifying and acquiring businesses with complementary products. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:

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

Our commercial success will depend, in part, on operating our business without infringing the trademarks or proprietary rights of third parties. Third parties that believe we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such license may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing a product or forced to cease some aspect of our business operations as a result of patent infringement claims, which would harm our business.

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

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

The success of our business depends on our ability to maintain and enhance our reputation and brand.

We believe that our reputation in the online marketplace is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market. We will continue to conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

Reliance on information technology means a significant disruption could affect our communications and operations.

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

Security and privacy breaches may expose us to liability and cause us to lose customers.

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

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

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

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

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

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

Our success is dependent in part on obtaining, maintaining and enforcing our proprietary rights and our ability to avoid infringing on the proprietary rights of others.

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

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

Our business will suffer if our network systems, or open-source platform fails or become unavailable.

A reduction in the performance, reliability and availability of our network infrastructure would harm our ability to distribute our products to our users, as well as our reputation and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems could also be subject to viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate business interruption insurance to compensate us for losses that may occur from a system outage. Any system error or failure that causes interruption in availability of our product or an increase in response time could result in a loss of potential customers, which could have a material adverse effect on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions, then our products and services could be less attractive to our users and our business would be materially harmed.

We face significant competition for developers, users, advertisers, and distributors.

Our intellectual property can face significant competition from online search engines, sites offering integrated internet products and services, social media and networking sites, e-commerce sites, companies providing analytics, monetization and marketing tools for mobile and desktop developers, and digital, broadcast and print media. A number of these competitors are significantly larger than we are and have access to vastly greater financial resources. Additionally, in a number of international markets, we face substantial competition from local Internet service providers and other entities that offer search, communications, and other commercial services.

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

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

Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business.

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

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

The interpretation and application of privacy, data protection, data transfer and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices, complicating long-range business planning decisions. If privacy, data protection, data transfer or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

We may be subject to legal liability associated with providing online services or content.

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

It is also possible that if any information provided directly by us contains errors or is otherwise wrongfully provided to users, third parties could make claims against us. For example, we offer web-based e-mail services,an open-source WEB.Ɛ platform which expose us to potential risks, such as liabilities or claims, by our users and third parties, resulting from developers on our platform sending unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use ofour name through e-mail, which can cause alleged violations of policies, property interests, or privacy protections, including civil or criminal laws, or interruptions or delays in e-mail service. We may also face purported consumer class actions or state actions relating to our online services, including our fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate malicious or harmful code or applications.

Investigating and defending these types of claims are expensive, even if the claims are without merit or do not ultimately result in liability, and could subject us to significant monetary liability or cause a change in business practices that could negatively impact our ability to compete.

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

Our products and services depend on the ability of our users to access the Internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers may take, or have stated that they may take, measures that could degrade, disrupt, or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide our offerings. Such interference could result in a loss of existing users and advertisers, and increased costs, and could impair our ability to attract new users and advertisers, thereby harming our revenues and growth. The adoption of any laws or regulations that limit access to the Internet by blocking, degrading or charging access fees to us or our users for certain services could decrease the demand for, or the usage of, our products and services, increase our cost of doing business and adversely affect our operating results.

Tax Risks

We are subject to tax and regulatory audits which could result in the imposition of liabilities that may or may not have been reserved. We are subject to audits by taxing and regulatory authorities with respect to certain of our income and operations. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest and penalties if our positions are not accepted by the auditing entity.

We may be unable to achieve some, all or any of the benefits that we expect to achieve from our plan to expand our operations.

In the future we may require additional financing for capital requirements and growth initiatives. Accordingly, we will depend on our ability to generate cash flows from operations and to borrow funds and issue securities in the capital markets to maintain and expand our business. We may need to incur debt on terms and at interest rates that may not be as favorable. If additional financing is not available when required or is not available on acceptable terms, we may be unable to operate our business as planned or at all, fund our expansion, successfully promote our business, develop or enhance our products and services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations

Risks Related with Management and Control Persons

We are dependent on the continued services of our Chief Executive Officer, Chief Commercial Officer, Chief Technology Officer, interim Chief FinancialPlatform Officer and ChairmanChair and if we fail to keep them or fail to attract and retain qualified senior executive and key technical personnel, our business will not be able to expand.

We are dependent on the continued availability of Rik Willard, our CEO, Steven Saunders, our CCO, Virginia Mackin, our interim CFO, Matthew Loeb, our Chair,, Stephen Morris, our CTO,CPO, and the availability of new employees to implement our business plans. The market for skilled employees is highly competitive, especially for employees in our industry. Although wecwe expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

Our personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.

If we lose the services of key personnel or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. The loss of the services of any key personnel, marketing or other personnel or our failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.

Our largest shareholder, former officer and directorPresident and a related party, Stephen Morris, has substantial control over us and our policies and will be able to influence corporate matters.

Stephen Morris is our Chief TechnologyPlatform Officer and DirectorPresident of our company. Mr. Morris, whose interests may differ from other stockholders, is alsoour largest stockholder and has the ability to exercise significant control over us. Presently, he beneficially owns the majority of our common stock and he is the sole shareholder of our Special 2019 Series A Preferred Stock. He is able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our company. He could prevent transactions, which would be in the best interests of the other shareholders. Mr. Morris’ interests may not necessarily be in the best interests of the shareholders in general.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our bylawsAmended and Restated Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our Company and shareholders.shareholders

Our officers and directors have limited experience managing a public company.

Our officers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive’s officer’sexecutives officers and director’sdirectors lack of experience of managing a public company could cause you to lose some or all of your investment.

Risks Related to Our Securities and the Market for our StockSecurities

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

We will likely be required to conduct equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If our common stockCommon Stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our common stockCommon Stock shares in order to fund our business operations. If we issue additional common stockCommon Stock shares or securities convertible into shares of our common stock,Common Stock, your percentage interest in us could become diluted.

We have the right to issue additional common stockCommon Stock and preferred stock without consent of stockholders. This would have the effect of diluting investors’ ownership and could decrease the value of their investment.

We have additional authorized, but unissued shares of our common stockCommon Stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock and/or the conversion of existing outstanding preferred stock into common stock,Common Stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up 3,000,000,000 shares of common stockCommon Stock and up to 25,000,000 shares of preferred stock in the discretion of our Board.

The shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock.Common Stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.

If a marketOur articles of incorporation allow for our commonboard of directors to create new series of preferred stock does not develop,without further approval by our shareholders, may be unable to sell their shares.which could adversely affect the rights of the holders of our Common Stock.

Our common stock is quoted underBoard of Directors has the symbol “BBLR” onauthority to fix and determine the OTC Pink operated by OTC Markets Group, Inc., an electronic inter-dealer quotation medium for equity securities. We do not currently have an active trading market. There can be no assurance that an activerelative rights and liquid trading market will develop or, if developed, that it will be sustained.

Our securities are very thinly traded. Accordingly, it may be difficultpreferences of preferred stock. Currently, our Board of Directors has the authority to selldesignate and issue up to 25,000,000 shares of our commonpreferred stock without significantly depressingfurther shareholder approval. In the valuefuture, our Board of Directors could authorize the stock. Unless weissuance of one or more series of preferred stock that would grant to holders, among other rights, the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are successful in developing continued investor interest in our stock, salesdistributed to the holders of Common Stock and the right to the redemption of our preferred shares acquired by such persons, together with a premium, prior to the redemption of our Common Stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common Stock, which could continue todecrease the relative voting power of our Common Stock or result in major fluctuations in the price of the stock.

Although we expectdilution to apply to list our common stock on The Nasdaq Capital Market, if and when we are eligible, an active trading market may not develop or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.existing shareholders.

The market price of our common stockCommon Stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.

Our stock price is subject to a number of factors, including:

Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to timetime-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We may not be required to file periodic and other reports after a period if we fail to file a form 8-A.

We are required to file annual and quarterly reports with the Securities and Exchange Commission; however, we will not be subject to the proxy or other rules of the Securities Exchange Act of 1934, unless we file a form 8-A or similar registration statement.Common Stock.

We intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the full reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million.

Potential investors may be less interested in purchasing our stock if we are not required to report to the SEC and the hold period for our securities under Rule 144 would increase from six months to one year.

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

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any listed, trading equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.

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

We do not anticipate paying cash dividends on our common stockCommon Stock in the foreseeable future. The payment of dividends on our common stockCommon Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the boardBoard of directorsDirectors may consider relevant. If we do not pay dividends, our common stockCommon Stock may be less valuable because a return on your investment will occur only if our stock price appreciates.

Because we lack certain internal controls over financial reporting in that we do not have an audit committeeThe requirements of being a public company may strain our resources and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company’s financial personnel to advise the Board on such matters,divert management’s attention.

As a public company, we are subject to increased risk relatedthe reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to as the Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act), the rules of the marketplace we area on, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial statement disclosures.

We lack certaincompliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer a “smaller reporting company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in that we do not yet have an audit committeethe future or engage outside consultants to comply with these requirements, which will increase our costs and our Board of Directors has little technical knowledge of U.S. GAAPexpenses.

In addition, changing laws, regulations and internal control ofstandards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial reportingcompliance costs and relies upon the Company’s financial personnelmaking some activities more time consuming. These laws, regulations and Accounting firm to advise the Board on such matters. Accordingly, westandards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased riskgeneral and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to financial statement disclosures.their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a smaller reporting company and will be exempt from certain disclosure requirements, which could make an investment in our Common Stocksecurities less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stockCommon Stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

Risks Related to this Offering

Our existing stockholdersAnti-takeover provisions that may experience significant dilution from the sale ofbe in our common stock pursuant to the GHS Financing Agreement.

The sale of our common stock to GHS in accordance with the Financing Agreementcharter and bylaws may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause ourprevent or frustrate attempts by stockholders to sell their shares, which may causechange the board of directors or current management and could make a decline in the pricethird-party acquisition of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

The issuance of shares pursuant to the Financing Agreement may have significant dilutive effect.

Depending on the number of shares we issue pursuant to the GHS Financing Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Financing Agreement will vary based on our stock price (the higher our stock price, the less shares we have to issue), there may be a potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the Financing Agreement is realized. Dilution is based upon common stock put to GHS and the stock price discounted to 80% of the lowest daily VWAP of our common stock during the ten (10) business days beginning on the date on which we deliver a put notice to GHS.

GHS will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.us difficult.

Our common stockamended and restated articles of incorporation and amended and restated bylaws may contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors might be willing to be issued underpay in the GHS Financing Agreement will be purchased at 80% of the lowest daily VWAPfuture for shares of our common stock during the ten (10) business days beginning on the date on which we deliver a put notice to GHS.Common Stock.

GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stock to decline.General Risks

We may not have accessare a development stage company with a limited operating history, making it difficult for you to the full amount under the Financing Agreement.evaluate our business and your investment.

Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Financing Agreement.

Our ability to draw down funds and sell shares under the Financing Agreement with GHS requires that the registration statement of which this prospectus forms a part to be declared effective and continue to be effective. The registration statement of which this prospectus forms a part registers the resale of 10,000,000 shares issuable under the Financing Agreement with GHS, and our ability to sell any remaining shares issuable under the investment with GHS isoperations are subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be subject to review and comment by the staff of the Securities and Exchange Commission and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent to our ability to sell all of the sharesrisks inherent in the establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed or commercialized products, insufficient capital, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of manufacturing and marketing experience, need to rely on third parties for the development and commercialization of our common stock to GHS under the Financing Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the Financing agreement with GHS to be declared effectiveexisting and proposed products, a competitive environment characterized by the Securitieswell-established and Exchange Commission in a timely manner, wewell-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our proposed business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to selloperate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to GHS. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the Financing Agreement with GHS is subject to a number of conditions, there is no guaranteelikelihood that we will be able to draw down any portionsuccessful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or all of the proceeds of $15,000,000 under the investment with GHS.if initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

If securities or industry analysts do not publish research or reports aboutForeign currency exchange rates may adversely affect our business, or publish negative reports about our business, our share price and trading volume could decline.financial results.

The trading market forSales and purchases in currencies other than the United States dollar expose us to fluctuations in foreign currencies relative to the United States dollar and may adversely affect our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or morefinancial results. Increased strength of the analysts who cover us downgrade our shares or change their opinionUnited States dollar increases the effective price of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibilityproducts sold in the financial markets,United States dollars into other countries, which could cause our share price or trading volume to decline.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, timing and likelihood of success, plans and objectives of management for future operations, and future results of current and anticipated products are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described under the sections in this prospectus entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible forrequire us to predict all risk factors and uncertainties. Except as required by applicable law,lower its prices or adversely affect sales to the extent we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a resultincrease local currency prices. Decreased strength of any new information, future events, changed circumstances or otherwise.

This prospectus also contains estimatesthe United States dollar could adversely affect the cost of materials, products and other statistical data made by independent partiesservices we purchase from non-United States denominated locations. Sales and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimatesexpenses of our future performancenon-United States businesses are also translated into United States dollars for SEC reporting purposes and the future performancestrengthening or weakening of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our Common Stock by the Selling Stockholders identified in this prospectus. However, upon any exercise of the Warrants for cash, such Selling Shareholders would pay us the exercise price of the Warrants.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is quoted under the symbol “BBLR” on the OTC Pink operated by OTC Markets Group, Inc., an electronic inter-dealer quotation medium for equity securities. We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will develop or, if developed, that it will be sustained.

Our securities are very thinly traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stockUnited States dollar could continue to result in major fluctuationsunfavorable translation effects. We also face exchange rate risk from our investments in the price of the stock.

Although we expect to apply to list our common stock on The Nasdaq Capital Market, an active trading market may not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling sharessubsidiaries owned and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Holders

As of April 6, 2022 we had 141,146,345 shares of our common stock outstanding, and there were approximately 719 stockholders of record of our common stock. There were 504 shares of preferred stock outstanding as of the same date, which shares are held by three shareholders.

Common Stock

Our authorized common stock consists of 3,000,000,000 shares of common stock, par value $0.01 per share. As of April 6, 2022, there were 141,146,345 shares of our common stock issued and outstanding.

Preferred Stock

Our authorized preferred stock consists of 25,000,000 shares of preferred stock, par value $0.001 per share. As of April 6, 2022, there were 504 shares of our preferred stock issued and outstanding.

Special 2019 Series A Preferred Stock

We have a designated class of preferred stock known as Special 2019 Series A Preferred Stock. The holders of Special 2019 Series A Preferred Stock are entitled to vote 60% of all votes (including, but not limited to, Common Stock, and Preferred Stock (including on an as converted basis)) entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholdersoperated in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration.

Series C Preferred Stock

On March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established Two Thousand (2,000) shares of the Company’s Series C Convertible Preferred Stock, having such designations, rights and preferences as set forth therein.

Below is a summary description of the material rights, designations and preferences of the Series C Convertible Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).

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

foreign countries.

Current economic and political conditions make tax rules in any jurisdiction subject to significant change.

We are subject to income taxes as well as non-income based taxes, in both the U.S. and ultimately various jurisdictions outside the U.S. where we intend to operate. We cannot predict the overall impact that changes or revisions to any such tax laws and regulations, whether in in the United States or in jurisdictions outside the United States, may have on our business. We may be subject to ongoing tax audits in various jurisdictions, and the tax authorities conducting such audits may disagree with certain taxation positions we have taken and assess additional taxes. Although we intend to regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax obligations, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material adverse effect on our financial condition and business operations.

The Stated ValueRisks Related to This Offering

There is a limited market for our securities, which may make it more difficult to dispose of our securities.

Our Common Stock is quoted on the Pink Tier of OTC Markets, under the symbol “BBLR,” and, to date, has traded on a limited basis. We have applied to list our Common Stock and Warrants on Nasdaq under the symbols “BBLR” and “BBLRW”, respectively. In the event our Common Stock and Warrants begin trading on the Nasdaq, there can be no assurance that trading of the Series C Convertible PreferredCommon Stock is $1,200 per share.and Warrants on such market will be sustained. Under such circumstances, you may find it significantly more difficult to trade, or to obtain accurate quotations for our Common Stock and Warrants and our Common Stock and Warrants may become substantially less attractive to certain purchasers, such as financial institutions, hedge funds, and other similar investors.

The Company shall payIf there is a dividendthin trading market or “float” for our Common Stock and Warrants, the market price for our Common Stock and Warrants may fluctuate significantly more than the stock market as a whole. Without a large float, our Common Stock and Warrants would be less liquid than the stock and warrants of eight percent (8%) per annum oncompanies with broader public ownership and, as a result, the Series C Convertible Preferred Stock. Dividends shalltrading prices of our Common Stock and Warrants may be paid quarterly, and atmore volatile. In addition, in the Company’s discretion,absence of an active public trading market, investors may be unable to liquidate their investment in cash or Series C Convertible Preferred Stock. Dividend shall be deemed to accrue fromus. Furthermore, the date of issuance of the Series C Convertible Preferred Stock whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends.

The Series C Convertible Preferred Stock will vote together with the common stock on an as-converted basismarket is subject to significant price and volume fluctuations, and the Beneficial Ownership Limitations (as set forth in the Certificateprice 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 ofour Common Stock (subjectand Warrants could fluctuate widely in response to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the Conversion Price (as set forth in the Certificate of Designation).

There are also Purchase Rights and Most Favored Nation Provisions. As of April 6, 2022, we have 503 shares of Series C Convertible Preferred Stock outstanding.

Options and Warrants

On March 4, 2022, we issued warrants to purchase 1,942,161 shares of common stock at an exercise price of $0.3404 per share.

On March 9, 2022, we issued warrants to purchase 443,923 shares of common stock at an exercise price of $0.3404 per share.

Debt Securities

In January 2021 the Company commenced an offering for a convertible promissory note. The offering closed June 30, 2021. Funds raised as of December 31, 2021 was $2,112,150, less an original issuance discount of $104,572. The notes mature after eighteen (18) months from issue or on the following events:several factors, including, but not limited to:

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our Common Stock and Warrants could fluctuate based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price.

We may not meet the listing criteria for Nasdaq and Nasdaq may delist our securities from trading which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We have applied to list our units on Nasdaq. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the date the shares of our common stock and warrants are eligible to trade separately, we anticipate that the shares of our common stock and warrants will be separately listed on Nasdaq. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future. In order to list our securities on Nasdaq, we must maintain certain financial, distribution and stock price levels. For instance, our stock price would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of our securities. We cannot assure you that we will be able to meet those initial listing requirements.

The Nasdaq Capital Market tier of Nasdaq requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the Nasdaq Capital Market. In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again, stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on the OTC Markets designated as “pink sheets.” If this were to occur, there could be material adverse consequences, including:

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

Dividends

The Company hasNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our common stock and warrants will be listed on Nasdaq, we expect that our units, common stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not declared any cash dividends since inception and does not anticipate paying any cash dividends in the foreseeable future. The paymentaware of cash dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company’s ability to pay cash, or other, dividends on its Common Stocka state, other than those generally imposedthe state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by applicableblank check companies, certain state law.securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Equity Compensation Plans

We have no equity compensation plans.

Recent Sales of Unregistered Securities

In the two years preceding the filing of this prospectus, we have issued and sold the following securities that were not registered under the Securities Act of 1933, as amended:

On September 9, 2020, we issued 4,573,897 shares of common stock in connection with the acquisition of Bubblr Limited.

On January 18, 2021, we issued 2,650 shares of common stock in conversion of the Series B Preferred Stock.

On January 31, 2021, we issued 330,120 shares of common stock for services.

On May 3, 2021, we issued 7,000,000 sharesHolders of our Warrants will have no rights as a common stock for the settlement of debt.stockholder until they acquire our Common Stock.

On June 28 2021, we issued 204,080The Warrants included in the Units in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stockour Common Stock at a fixed price for services.

On October 11, 2021, we issued 51,020 sharesa limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to Neeta Shah, as per her consulting agreement October 1, 2021.

On October 11, 2021, we issued 33,000 shares for Investor Relation services, as per the contract signed July 1, 2021.

On February 2, 2022 we issued 103,000 shares for an Equity incentive to White Lion Capital LLC.

On February 23, 2022, we issued 147,960 shares for Services.

On March 4, 2022 we issued 587,039 shares for an Equity incentive to GHS Investments, LLC.

On March 17, 2022, we issued 19,250 shares for Investor Relation services, as per the contract signed July 1, 2021.

On March 22, 2022 we issued 103,000 shares in connection with a Termination and Release Agreement that terminatedacquire the Common Stock Purchase Agreement and Registration Rights Agreementpay the exercise price per share, prior to___ years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire Common Stock upon exercise of the Warrants, the holders will have no rights with White Lion Capital LLC.respect to the Common Stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Provisions of the Warrants offered by this prospectus could discourage an acquisition of us by a third party.

In Marchaddition to the discussion of 2022, we issued 503 sharesthe provisions of Series C Preferred Stock.our governing organizational documents, certain provisions of the Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us. The Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants. These and other provisions of the Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

The offers, sales,As we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

We have not allocated the net proceeds from this offering for any specific purpose, except as generally set forth under “Use of Proceeds.” As set forth therein, our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management about the use of these net proceeds, and issuancesyou will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in ways you would agree with or ways which are likely to increase the value of your investment. Because of the securities described above were deemednumber and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for our company or your investment. The failure of our management to be exempt from registration under the Securities Act in relianceuse such funds effectively could have a material adverse effect on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients ofour business, financial condition, operating results and cash flow.

If you purchase our securities in eachthis offering, you may incur immediate and substantial dilution in the book value of these transactions acquired the securities for investment only and not with a view toyour shares. You will experience further dilution if we issue additional equity or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients ofequity-linked securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.the future.

The public offering price per Unit may be substantially higher than the net tangible book value per share of our Common Stock immediately prior to the offering. After giving effect to the sale ofDILUTION$_________ of our Units in this offering, at the assumed public offering price of $______ per share, which is the last reported sale price of our Common Stock on the OTC Market on _____, 2022, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, purchasers of our Units in this offering will incur immediate dilution of $______ per share in the net tangible book value of the Common Stock they acquire. For a further description of the dilution that investors in this offering may experience, see “Dilution.”

Not applicable. The shares registered under this registration statement are not being offered for purchase by the Company. The shares are being registered on behalf of the Selling Stockholders identified in this prospectus.

SELLING STOCKHOLDERS

This prospectus relates to the resale of up to 16,793,039If we issue additional shares of common stock by the Selling Stockholders. Of this amount, 10,000,000 shares are issuable to GHS, pursuant to a “Purchase Notice” under the Purchase Agreement that we entered into with GHS that permits us to issue Purchase Notices to GHS for up to fifteen million dollars ($15,000,000) in shares of our common stock through December 31, 2022 or until $15,000,000 of such shares have been subject of a Purchase Notice.

Another 6,000,000 are issuable to GHS and Proactive, pursuant to conversions of the Series C Preferred and exercises of the WarrantsCommon Stock (including pursuant to the Purchase Agreements. Finally, we agreed to register 206,000 shares in favorexercise of White Lion in connection with a Termination and Release Agreement and 587,039 commitment shares in favor of GHSoutstanding stock options or warrants), or securities convertible into or exchangeable or exercisable for its equity line.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholder as of March 31, 2022 and the number ofCommon Stock, our stockholders, including investors who purchase shares of our common stock being offered pursuant toCommon Stock in this prospectus. We believe thatoffering, will experience additional dilution, and any such issuances may result in downward pressure on the selling stockholder has sole voting and investment powers over its shares.

Because the selling stockholder may offer and sell all or only some portion of the 16,793,039 sharesprice of our common stock being offered pursuantCommon Stock. We also cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this prospectus, the numbersoffering, and investors purchasing shares or other securities in the table below representing the amount and percentage of these shares of our common stock that will be held by the selling stockholder upon termination of the offering are only estimates based on the assumption that the selling stockholder will sell all of its shares of our common stock being offered in the offering.future could have rights superior to existing stockholders.

The selling stockholder has not had any position or office, or other material relationship with us or any of our affiliates over the past three years.

To our knowledge, the selling stockholder is not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

Sales of a significant number of shares of our Common Stock in the public markets, or the perception that such sales could occur, could depress the market price of our Common Stock.

Notes:Sales of a substantial number of shares of our Common Stock in the public markets could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities. We, our directors and our executive officers have agreed not to sell, dispose of or hedge any Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period from the date of this prospectus continuing through and including the date 180 days after the date of this prospectus, subject to certain exceptions. The underwriters may, in their discretion, release the restrictions on any such shares at any time without notice. See “Underwriting.” We cannot predict the effect that future sales of our Common Stock would have on the market price of our Common Stock.

If securities analysts were to downgrade our stock, publish negative research or reports or fail to publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.

The trading market for our Common Stock will, to some extent, depend on the research and reports that securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts. We do not currently have and may never obtain research coverage by securities analysts. If no or few securities analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us should downgrade our stock or publish negative research or reports, cease coverage of our company or fail to regularly publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.

Risks Related to Our Reverse Stock Split

On or prior to the completion of the offering we intend to implement a 1-for-____ reverse stock split, however, we cannot assure you that we will be able to comply with the minimum bid price requirement of Nasdaq.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TheThere can be no assurance that the market price of our Common Stock following discussion and analysis summarizes the significant factors affectingreverse stock split will remain at the level required for us to comply with the minimum bid price required for Nasdaq to approve the listing of our operating results, financial condition, liquidity and cash flows as of andCommon Stock. It is not uncommon for the periods presented below. market price of a company’s Common Stock to decline in the period following a reverse stock split. If the market price of our Common Stock declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence of the reverse stock split. In any event, other factors unrelated to the number of shares of our Common Stock outstanding, such as negative financial or operational results, could adversely affect the market price of our Common Stock and jeopardize our ability to meet or maintain Nasdaq’s minimum bid price requirement. In addition to specific listing and maintenance standards, Nasdaq has broad discretionary authority over the initial and continued listing of securities, which it could exercise with respect to the listing of our Common Stock.

Even if the reverse stock split increases the market price of our Common Stock, there can be no assurance that we will be able to comply with other initial listing standards of Nasdaq.

Even if the market price of our Common Stock increases sufficiently so that we comply with the minimum bid price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to list our Common Stock on the Nasdaq. Our failure to meet these requirements may result in our Common Stock not being listed on the Nasdaq, irrespective of our compliance with the minimum bid price requirement.

Following the reverse stock split, the resulting market price of our Common Stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Stock may not improve.

Although we believe that a higher market price of our Common Stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve.

The following discussion and analysis shouldliquidity of the shares of our Common Stock may be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statementsaffected adversely by the reverse stock split given the reduced number of shares that are based on beliefsoutstanding following the reverse stock split, especially if the market price of our management, as well as assumptions made by, and information currently available to, our management. Actual results may differ materially from those discussed in or implied by forward-looking statementsCommon Stock does not increase as a result of various factors, including those discussed below and elsewhere in this prospectus, particularlythe reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience an increase in the section entitled “Risk Factors.” See “Cautionary Note Regarding Forward-Looking Statements.”cost of selling their shares and greater difficulty effecting such sales.

USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately $

($_____ if the Underwriters’ Over-Allotment Option is fully exercised ), based on an assumed public offering price of $_____ per Unit, which is the last reported sale price of our Common Stock on OTC Markets on _____, 2022, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

As of , 2022, we had cash and cash equivalents of approximately $_______. We currently expect that to use the net proceeds from this offering, together with the $_____of cash and cash equivalents, primarily for the following purposes:

We believe that our existing cash and cash equivalents, along with the net proceeds from this offering and any proceeds from the exercise of Warrants, together with interest on cash balances, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months. The amount and timing of our actual expenditures and actual use of the net proceeds of the offering will depend upon numerous factors, including speed of our development of the platform, marketing efforts to commercialize our platform, progress of our continuing research and development activities, our ability to add the required staff to execute our business plan, any collaborations that we may enter into with third parties, and any unforeseen delays or cash needs.

Our expected use of the net proceeds from this offering represents our current intentions based upon our present plans and business conditions. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering. In addition, we might decide to postpone or not pursue certain of these activities if the net proceeds from this offering and the other sources of cash are less than, or do not last as long as, expected. We have no current understandings, agreements or commitments for any material acquisitions or licenses of any products, businesses or technologies.

Pending their use, we plan to invest the net proceeds from this offering in high-quality, short-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Since June 30, 2011, our CommonStock has traded on the Pink Tier of OTC Markets Group, Inc. under the trading symbol “BBLR” on a very limited basis. We have applied to list our Common Stock and Warrants on Nasdaq under the symbols “BBLR” and “BBLRW”, respectively.

Immediately following the offering, we expect to have one class of Common Stock, one class of Series C Preferred Stockand no other classes of stock outstanding.

As of September 8, 2022, there were approximately 747 registered holders of record of our Common Stock, and the last reported sale price of our Common Stock on the OTC Markets on such date was $0.20 per share.

Any OTC Markets quotations of our Common Stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

DIVIDEND POLICY

We have never declared nor paid any cash dividends on our capital stock. We do not intend to pay cash dividends on our Common Stock for the foreseeable future, and currently intend to retain any future earnings to fund our operations and the development and growth of our business. Any future determination to declare and pay dividends will be made at the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, our financial condition, our capital requirements, general business conditions, our future prospects and other factors that our board of directors may deem relevant. Investors should not purchase our Common Stock with the expectation of receiving cash dividends.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2022:

The as adjusted information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this information together with our financial statements and the related notes thereto included elsewhere in this prospectus and the information set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Each $1.00 increase (decrease) in the assumed public offering price of $______ per Unit would increase (decrease) the as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $______, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of Units we are offering. Each increase (decrease) of 100,000 Units in the number of Units we are offering would increase (decrease) the as adjusted amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $_______, assuming that the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The number of shares of our Common Stock to be outstanding after this offering is based on 157,191,418 shares of our Common Stock outstanding as of June 30, 2022, and excludes:

Except as otherwise indicated, all information in this prospectus assumes:

DILUTION

Each Unit, with an assumed public offering price of $__ per Unit, which is the last reported sale price of our Common Stock on OTC Markets on ________, 2022, consists of one share of Common Stock and a Warrant to purchase one share of Common Stock.

If you invest in our Units, your interest will be diluted immediately to the extent of the difference between the offering price per share of our Common Stock that is part of the Unit and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering.

As of June 30, 2022, our historical net tangible book value was $(3,129,234) or $(0.02) per share of Common Stock. Historical net tangible book value per share represents the amount of our total tangible assets reduced by total liabilities, divided by 157,191,418, the number of shares of Common Stock outstanding on June 30, 2022.

After giving effect to the sale of ______ Units, at the assumed offering price of $___ per Unit, which is the last reported sale price of our Common Stock on OTC Markets on ____, 2022, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (ii) our net tangible book value as of June 30, 2022 would have been $_____ or $_____ per share of Common Stock. This amount represents an immediate increase in net tangible book value of $______ per share to our existing stockholders. Investors purchasing our Common Stock in this offering will have paid $_______ more than the as adjusted net tangible book value per share of Common Stock after this offering.

The following table illustrates this dilution on a per share basis:

Each $1.00 increase (decrease) in the assumed public offering price of $____ per share would increase (decrease) our net tangible book value after this offering by approximately $_____ per share, and increase (decrease) the dilution per share to new investors by approximately $_____ per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us full.

The number of shares of our Common Stock to be outstanding after this offering is based on _____________ shares of our Common Stock outstanding as of June 30, 2022, and excludes, as of such date:

Except as otherwise indicated, all information in this prospectus assumes:

If the shares described above that are reserved for issuance to the holders of our outstanding warrants, options, and promissory notes and under our 2022 Plan are issued, or we otherwise issue additional shares of Common Stock in the future, there could be further dilution to investors participating in this offering. In addition, we anticipate needing to raise additional capital before generating positive cash flows and we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis ofin conjunction with our financial condition and results of operations are based on ourunaudited condensed consolidated financial statements and the notes to those financial statements for the six months ended June 30, 2022 and 2021 and our audited consolidated financial statements and notes to those financial statements for the years ended December 31, 2021 and December 31, 2020 included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Results of Operations for the Six Months Ended June 30, 2022 and 2021

Revenues

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

Operating Expenses

Overview

Operating expenses increased to $3,034,072 for the six months ended June 30, 2022, as compared with $2,595,405 for the same period ended 2021. For the six months ended June 30, 2022, our operating expenses mainly consisted of $2,288,556 in professional fees, of which $2,077,522 was charged for consultant and Advisory Board fees that were paid by the issuance of Common Stock. Additional operating expenses consisted of $313,491 in compensation, $208,454 in amortization and depreciation, $113,955in research and development, $82,188 in market and regulation costs, and $27,428 in general and administrative expenses. For the six months ended June 30, 2021, our operating expenses mainly consisted of $1,672,295 in professional fees, of which $1,592,641 was charged for Advisory Board members and consultant compensation that was paid by the issuance of Common Stock, $345,323 in compensation expense, $263,388 in research and development expense, $190,695 in amortization and depreciation, $90,682 in general and administrative costs and $33,022 in market and regulation costs.

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

General and administrative

General and administrative expenses consist mainly of costs associated with non-specific costs of running the business. These include, but are not limited to the costs of office provision, computer software not associated with research and development, travel and telecoms.

The decrease in the United Statescosts have been in the main due to the reduction of America. The preparationadvertising cost paid by the Company in 2022.

Professional fees

Professional fees consist of these financial statements requires uscost in relation to make estimateslegal, accounting and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements,marketing matters as well as the reported revenuescosts of consultants for our executive and advisory boards. The increase in costs from 2021 to 2022 are mainly due to increase costs of consultancy fees that were paid by the issuance of Common Stock.

Market and regulation expenses

Market and regulation costs are cost incurred specifically in relation to the maintenance of our stock. These costs consist mainly of fees and expenses for investor relations, our transfer agent, compliance consultancy and/or market public relations firm.

The increase in costs are the result of increased spend for Investor relations as the Company pursues in stated objective of increasing market awareness and progressing to a more senior exchange.

Compensation

Compensation costs are costs incurred by the company in relation to its employees and includes salaries, health insurance, pension costs and any taxes due on employment. We had a slight decrease in our headcount, resulting in slightly reduced costs.

Amortization and depreciation

The significant portion of the costs recorded by the Company in regards amortization and depreciation are from the amortization of patents, and other intellectual property. Amortization and depreciation has increased in the year due primarily to increased costs of securing the “Internet-Search Mechanism” patent in multiple territories.

Research and development

Cost incurred in relations to development of the Company’s platform includes mainly staff and software costs. The reduction in costs over the year is due to the reduction is staff positions because of our new focus on the WEB.Ɛ platform.

Other Income (Expenses)

Overview

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

Interest Income

Interest income is realized from out cash reserves held in interest-bearing accounts

Interest Expense

Interest expense consists mainly of interest the Company has to pay on its lending and also on a finance lease held by the Company.

The principal outstanding for the Company’s lending is as follows:

The increase in the year has been due to the Company’s borrowings principally through the issue costs of the Equity Financing Agreement and Registration Rights Agreement entered into March 3, 2022 with GHS Investments, LLC, interest due on its Series C Convertible Preferred Stock and the amortization of the debt discount on the Convertible notes issued in 2021. Funds raised as of June 30, 2021 was $2,112,150, less an original issuance discount of $104,572 which is amortized over the length of the note to maturity of 18 months.

Change in fair value of derivative liability

The Company issued warrants issued in connection with the Series C Convertible Preferred Stock. The Company assesses 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.

Net Loss and Comprehensive Loss

We finished the six months ended June 30, 2022 with a net loss of $3,389,209, as compared to a net loss of $2,611,397 during the reporting periods. On an ongoing basis, we evaluate estimatessix months ended June 30, 2021. Foreign currency translation gains of $60,679 and judgments, including those described$27,353, respectively, for the six months ended June 30, 2022 and 2021, resulted in greater detail below. We base our estimates on historical experiencenet comprehensive loss of $3,328,530 and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.$2,584,044, respectively.

Results of Operations for the Years Ended December 31, 2021 and 2020

Revenues

We did not achieve revenues from our current operations for the yearyear ended December 31, 2021 or 2020. We will not achieve revenues unless we are able to market, support and deliver our product and service offerings. There can be no assurances that we will achieve revenues despite our efforts.

Operating Expenses

Overview

Operating expenses increased to $3,662,146 for the year ended December 31, 2021, as compared with $1,267,124 for the same period ended 2020. For the year ended December 31, 2021, our operating expenses mainly consisted of, $2,069,876 in professional fees.fees, $1,774,965 was charged for Advisory Board members and consultant compensation that was paid by the issuance of common stock.Common Stock. Additional operating expenses consisted of $612,735 in compensation, $302,808 in research and development $379,887 in amortization and depreciation, $170,441 in market and regulation costs, and $126,399 in general and administrative expenses. For the year ended December 31, 2020, our operating expenses mainly consisted of $396,321 in compensation expense, $268,620 in professional fees, $283,295 in amortization and depreciation, $132,221 in market and regulation costs, $106,378 in research and development costs and $80,289 in general and administrative costs.

Our operating expenses are expected to increase as we further implement our business plan and the added expenses associated with this offering and reporting with the Securities and Exchange Commission.

General and administrative

General and administrative expenses consist mainly of costs associated with non-specific costs of running the business. These include, but are not limited to the costs of office provision, computer software not associated with research and development, travel and telecoms

The increase in the costs have been mainly due to the increased costs associated with general advertising spending

Professional fees

Professional fees consists of cost in relation to legal, accounting, and marketing matters as well as the costs of consultants for our executive and advisory boards. The increase in costs from 2021 to 2022 mainly due to increased costs of consultancy fees that were paid by the issuance of Common Stock.

Market and regulation expenses

Market and regulation costs are cost incurred specifically in relation to fees and expenses for investor relations, our transfer agent, compliance consultancy and/or market public relations firm.

The increase in costs is the result of increased spend for Investor relations as the Company pursues in stated objective of increasing market awareness and progressing to a more senior exchange.

Compensation

Compensation costs are costs incurred by the company in relation to its employees and includes salaries, health insurance, pension costs and any taxes due on employment. The Company invested in additional staff in the year to manage the additional workload of its transition to a public company

Amortization and depreciation

The significant portion of the costs recorded by the Company in regards amortization and depreciation are from the amortization of patents and intellectual property. This number has increased in the year due to increased costs of securing the “Internet-Search Mechanism” patent in multiple territories.

Research and Development

Cost incurred in relation to development of the Company’s platform includes mainly staff and software costs. The Company invested additional resources to engage in significant research for its new products and speed up the completion of the open-source platform.

Other Income (Expenses)