Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-260902 | |
Entity Registrant Name | Bubblr, Inc. | |
Entity Central Index Key | 0001873722 | |
Entity Tax Identification Number | 86-2355916 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 21 West 46th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 646 | |
Local Phone Number | 814 7184 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 157,201,261 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 5,507 | $ 32,533 |
Other receivables | 7,741 | 9,884 |
Total current assets | 13,248 | 42,417 |
Non-current Assets: | ||
Property and equipment, net | 43,870 | 47,956 |
Intangible assets, net | 1,284,290 | 1,325,995 |
Total non-current assets | 1,328,160 | 1,373,951 |
TOTAL ASSETS | 1,341,408 | 1,416,368 |
Current Liabilities: | ||
Accounts payable | 194,036 | 141,605 |
Accrued liabilities | 834,373 | 50,094 |
Loan payable, current | 12,562 | 11,987 |
Loan payable - related party, current | 753,844 | 392,170 |
Total current liabilities | 1,794,815 | 595,856 |
Non-current liabilities: | ||
Loan payable, non-current | 5,895 | 10,465 |
Loan payable - related party, non-current | 550,468 | 525,291 |
Warrant derivative liability | 201,010 | 198,479 |
Total non-current liabilities | 757,373 | 734,235 |
Total Liabilities | 2,552,188 | 1,330,091 |
Stockholders’ Equity (Deficit) | ||
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 156,888,761 and 154,309,318 shares issued and outstanding at June 30, 2023 and December 31, 2022 | 1,568,888 | 1,543,093 |
Additional paid-in capital | 11,744,313 | 11,006,607 |
Accumulated deficit | (14,876,334) | (12,875,437) |
Accumulated other comprehensive income | 352,352 | 412,013 |
Total Stockholders’ Equity (Deficit) | (1,210,780) | 86,277 |
TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 1,341,408 | 1,416,368 |
Series C Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit) | ||
Series C Convertible Preferred Stock, $0.001 par value, 2,000 authorized, 903 shares issued and outstanding | $ 1 | $ 1 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 04, 2022 |
Preferred stock, par value | $ 0.001 | ||
Preferred stock, shares authorized | 25,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | |
Common stock, shares issued | 156,888,761 | 154,309,318 | |
Common stock, shares outstanding | 156,888,761 | 154,309,318 | |
Series C Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 1,200 |
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 |
Preferred stock, shares issued | 903 | 903 | |
Preferred stock, shares outstanding | 903 | 903 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Expenses | ||||
General and administrative | $ 1,178,987 | $ 188,856 | $ 1,195,276 | $ 340,919 |
Professional fees | 390,304 | 2,095,727 | 164,734 | 2,288,556 |
Sales and marketing | 105,553 | 44,595 | 418,016 | 82,188 |
Amortization and depreciation | 62,882 | 100,859 | 122,509 | 208,454 |
Research and development | 52,119 | 52,694 | 91,271 | 113,955 |
Total operating expense | 1,789,845 | 2,482,731 | 1,991,806 | 3,034,072 |
Operating loss | (1,789,845) | (2,482,731) | (1,991,806) | (3,034,072) |
Other income (expense) | ||||
Interest income | 15 | 402 | 113 | 854 |
Interest expense | (617) | (30,420) | (1,746) | (445,264) |
Gain (loss) on change in fair value of warrant derivative liability | 69,988 | 275,178 | (2,531) | 251,287 |
Foreign currency transaction gain (loss) | 17,242 | (121,307) | 38,417 | (162,014) |
Total other income (expense) | 86,628 | 123,853 | 34,253 | (355,137) |
Net loss before income tax | (1,703,217) | (2,358,878) | (1,957,553) | (3,389,209) |
Provision for income tax | ||||
Net loss after income tax | (1,703,217) | (2,358,878) | (1,957,553) | (3,389,209) |
Other comprehensive income (loss) | ||||
Foreign currency translation gain (loss) | (40,519) | 47,306 | (59,661) | 60,679 |
Total other comprehensive income (loss) | (40,519) | 47,306 | (59,661) | 60,679 |
Net comprehensive loss | $ (1,743,736) | $ (2,311,572) | $ (2,017,214) | $ (3,328,530) |
Net loss per common share, basic | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.02) |
Net loss per common share, diluted | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding, basic | 156,260,342 | 141,103,372 | 155,578,988 | 141,124,825 |
Weighted average number of common shares outstanding, diluted | 156,260,342 | 141,103,372 | 155,578,988 | 141,124,825 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,401,861 | $ 5,478,801 | $ (8,385,496) | $ 377,244 | $ (1,127,590) | ||
Balance, shares at Dec. 31, 2021 | 1 | 140,186,096 | |||||
Issuance of common shares for services - Executive Board | $ 1,480 | 73,980 | 75,460 | ||||
Issuance of common shares for services - Executive Board, shares | 147,960 | ||||||
Issuance of common shares for services - Consulting | $ 193 | 8,787 | 8,980 | ||||
Issuance of common shares for services - Consulting, shares | 19,250 | ||||||
Issuance of common shares for Equity Finance Agreement Incentive | $ 7,930 | 371,884 | 379,814 | ||||
Issuance of common shares for Equity Finance Agreement Incentive, shares | 793,039 | ||||||
Issuance of Series C Preferred Shares | $ 1 | (1) | |||||
Issuance of Series C Preferred Shares, shares | 503 | ||||||
Dividend Series C Preferred Shares | (3,272) | (3,272) | |||||
Net Loss | (1,030,331) | (1,030,331) | |||||
Other comprehensive loss | 13,373 | 13,373 | |||||
Balance at Mar. 31, 2022 | $ 1 | $ 1,411,464 | 5,933,451 | (9,419,099) | 390,617 | (1,683,566) | |
Balance, shares at Mar. 31, 2022 | 1 | 503 | 141,146,345 | ||||
Balance at Dec. 31, 2021 | $ 1,401,861 | 5,478,801 | (8,385,496) | 377,244 | (1,127,590) | ||
Balance, shares at Dec. 31, 2021 | 1 | 140,186,096 | |||||
Net Loss | (3,389,209) | ||||||
Balance at Jun. 30, 2022 | $ 1 | $ 1,487,915 | 8,039,999 | (11,794,731) | 437,923 | (1,828,893) | |
Balance, shares at Jun. 30, 2022 | 1 | 903 | 148,791,418 | ||||
Balance at Mar. 31, 2022 | $ 1 | $ 1,411,464 | 5,933,451 | (9,419,099) | 390,617 | (1,683,566) | |
Balance, shares at Mar. 31, 2022 | 1 | 503 | 141,146,345 | ||||
Issuance of common shares for services - Consulting | $ 76,451 | 1,916,630 | 1,993,081 | ||||
Issuance of common shares for services - Consulting, shares | 7,645,073 | ||||||
Issuance of Series C Preferred Shares | 95,768 | 95,768 | |||||
Issuance of Series C Preferred Shares, shares | 400 | ||||||
Dividend Series C Preferred Shares | (16,754) | (16,754) | |||||
Net Loss | (2,358,878) | (2,358,878) | |||||
Other comprehensive loss | 47,306 | 47,306 | |||||
Vesting of restricted stock units | 94,150 | 94,150 | |||||
Balance at Jun. 30, 2022 | $ 1 | $ 1,487,915 | 8,039,999 | (11,794,731) | 437,923 | (1,828,893) | |
Balance, shares at Jun. 30, 2022 | 1 | 903 | 148,791,418 | ||||
Balance at Dec. 31, 2022 | $ 1 | $ 1,543,093 | 11,006,607 | (12,875,437) | 412,013 | 86,277 | |
Balance, shares at Dec. 31, 2022 | 903 | 154,309,318 | |||||
Issuance of common shares for services - Consulting | $ 14,558 | 270,780 | 285,338 | ||||
Issuance of common shares for services - Consulting, shares | 1,455,784 | ||||||
Dividend Series C Preferred Shares | (21,672) | (21,672) | |||||
Net Loss | (254,336) | (254,336) | |||||
Other comprehensive loss | (19,142) | (19,142) | |||||
Forfeit of restricted stock units | (659,052) | (659,052) | |||||
Issuance of common shares for series C Preferred Shares Dividend | $ 1,837 | 20,296 | 22,133 | ||||
Issuance of common shares for series C Preferred Shares Dividend, shares | 183,676 | ||||||
Balance at Mar. 31, 2023 | $ 1 | $ 1,559,488 | 10,638,631 | (13,151,445) | 392,871 | (560,454) | |
Balance, shares at Mar. 31, 2023 | 903 | 155,948,778 | |||||
Balance at Dec. 31, 2022 | $ 1 | $ 1,543,093 | 11,006,607 | (12,875,437) | 412,013 | 86,277 | |
Balance, shares at Dec. 31, 2022 | 903 | 154,309,318 | |||||
Net Loss | (1,957,553) | ||||||
Balance at Jun. 30, 2023 | $ 1 | $ 1,568,888 | 11,744,313 | (14,876,334) | 352,352 | (1,210,780) | |
Balance, shares at Jun. 30, 2023 | 903 | 156,888,761 | |||||
Balance at Mar. 31, 2023 | $ 1 | $ 1,559,488 | 10,638,631 | (13,151,445) | 392,871 | (560,454) | |
Balance, shares at Mar. 31, 2023 | 903 | 155,948,778 | |||||
Issuance of common shares for services - Consulting | $ 3,125 | 46,875 | 50,000 | ||||
Issuance of common shares for services - Consulting, shares | 312,500 | ||||||
Dividend Series C Preferred Shares | (21,672) | (21,672) | |||||
Net Loss | (1,703,217) | (1,703,217) | |||||
Other comprehensive loss | (40,519) | (40,519) | |||||
Issuance of common shares for series C Preferred Shares Dividend | $ 1,275 | 20,397 | 21,672 | ||||
Issuance of common shares for series C Preferred Shares Dividend, shares | 127,483 | ||||||
Issuance of common shares for services – Professional Services | $ 5,000 | 60,000 | 65,000 | ||||
Issuance of common shares for services - Professional Services, shares | 500,000 | ||||||
Vesting of Share Options | 978,410 | 978,410 | |||||
Balance at Jun. 30, 2023 | $ 1 | $ 1,568,888 | $ 11,744,313 | $ (14,876,334) | $ 352,352 | $ (1,210,780) | |
Balance, shares at Jun. 30, 2023 | 903 | 156,888,761 |
Consolidated Statement of Cashf
Consolidated Statement of Cashflows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (1,957,553) | $ (3,389,209) | |||
Net loss to net cash used in operating activities: | |||||
Stock based compensation | 400,338 | 2,077,521 | |||
Stock based finance incentive | 379,814 | ||||
Vesting of stock-based compensation | 978,410 | 94,150 | $ (659,052) | ||
Forfeit of restricted stock units | (659,052) | ||||
Change in fair value of warrant derivative liability | $ (69,988) | $ (275,178) | 2,531 | (251,287) | |
Amortization of debt discount | 39,856 | ||||
Amortization of intangible asset | 116,125 | 187,621 | |||
Depreciation | 6,384 | 7,826 | |||
Changes in operating assets and liabilities: | |||||
Decrease in other receivables | 2,537 | 4,945 | |||
Increase in accrued liabilities | 711,929 | 24,283 | |||
Increase (decrease) in accounts payable | 114,764 | (57,572) | |||
Net cash used in operating activities | (283,587) | (882,052) | |||
Cash flows from investing activities | |||||
Purchase of intangible assets | (12,839) | (19,228) | |||
Net cash used in investing activities | (12,839) | (19,228) | |||
Cash flows from financing activities | |||||
Payment of dividend | (3,272) | ||||
Repayment of loans payable | (4,934) | (26,434) | |||
Proceeds from loans payable - related party | 324,973 | 19,709 | |||
Repayment of loans payable - related party | (18,228) | (77,940) | |||
Net proceeds from issuance of Series C Preferred stock | 789,000 | ||||
Proceeds from issuance of convertible notes payable | 15,000 | ||||
Net cash provided by financing activities | 301,811 | 716,063 | |||
Effects of exchange rate changes on cash | (32,411) | 178,182 | |||
Net Change in Cash | (27,026) | (7,035) | |||
Cash - Beginning of Period | 32,533 | 62,967 | 62,967 | ||
Cash - End of Period | $ 5,507 | $ 55,932 | 5,507 | 55,932 | $ 32,533 |
Supplemental information: | |||||
Cash paid for interest | 5,385 | 6,332 | |||
Cash paid for taxes | |||||
Non-cash investing and financing activities | |||||
Declared dividends | 43,344 | 16,754 | |||
Common stock issued in satisfaction of dividend payable | $ 43,805 |
ORGANIZATION, BUSINESS AND LIQU
ORGANIZATION, BUSINESS AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION, BUSINESS AND LIQUIDITY | NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY Organization and Operations On March 26, 2020, Bubblr Holdings Ltd. (a UK company formed on February 18, 2016) merged into U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation formed on October 22, 2019 100 Bubblr, Inc. is a Mobile Application software company that is currently developing its disruptive Internet Search Mechanism and seeking license opportunities for a next-generation solution designed to create an alternative economic model. Going Concern Matters The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $ 2,017,214 14,876,334 1,781,567 Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings, and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings, and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Due to uncertainties related to these matters, there exists substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated interim financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. All significant inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At June 30, 2023 and December 31, 2022, the warrant liabilities balances were $ 201,010 198,479 Stock Based Compensation We follow ASC Topic 718, Compensation–Stock Compensation, Employees Nonemployees Common Stock Purchase Warrants and Derivative Financial Instruments Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. Basic and Diluted Net Loss per Common Share Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. For the six months ended June 30, 2023 and 2022, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Shares) (Shares) June 30, 2023 2022 (Shares) (Shares) Series C Preferred Stock 3,384,135 3,384,135 Warrants 2,358,101 2,358,101 Convertible Notes - 2,027,127 Total 5,742,236 7,769,363 Foreign Currency Translations The functional currency of the Company’s international subsidiaries is generally their local currency of Great British Pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income. SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS 2023 2022 2022 June 30, December 31, 2023 2022 2022 Period-end GBP£:U.S.$ exchange rate 1.2681 1.2174 1.2101 Weighted average GBP£:U.S.$ exchange rate 1.2338 1.2990 1.2430 Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Gains on foreign exchange transactions totaling $ 38,417 162,014 Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of June 30, 2023 and December 31, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. UK Taxes We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns. UK Tax Risk Companies that are incorporated outside the UK may become subject to UK taxes in a number of circumstances, including circumstances in which (1) they are deemed resident in the UK for tax purposes by reason of their central management and control being exercised from the UK or (2) they are treated as carrying on a trade, investing or carrying on any other business activity in the UK, whether or not through a UK Permanent Establishment (“PE”). In addition, the Finance Act 2015 introduced a new tax known as the diverted profits tax (“DPT”), which is charged at 25% of any “taxable diverted profit.” The DPT has had an effect since April 1, 2015, and may apply in circumstances including (1) where arrangements are designed to ensure that a non-UK resident company does not carry on a trade in the UK through a PE; and (2) where a tax reduction is obtained through the involvement of entities or transactions lacking economic substance. We intend to operate in such a manner that none of our companies should be subject to the UK DPT and that none of our companies (other than those companies incorporated in the UK) should: (1) be treated as resident in the UK for tax purposes; (2) carry on a trade, invest or carry on any other business activity in the UK (whether or not through a UK PE). However, this result is based on certain legal and factual determinations, and since the scope and the basis upon which the DPT will be applied by HM Revenue & Customs (“HMRC”) in the UK remains uncertain and since applicable law and regulations do not conclusively define the activities that constitute conducting a trade, investment or business activity in the UK (whether or not through a UK PE), and since we cannot exclude the possibility that there will be a change in law that adversely affects the analysis, HMRC might successfully assert a contrary position. The terms of an income tax treaty between the UK and the home country of the relevant Bubblr subsidiary, if any, could contain additional protections against UK tax. Any arrangements between UK-resident entities of Bubblr and other entities of Bubblr are subject to the UK transfer pricing regime. Consequently, if any agreement between a UK resident entity of Bubblr and any other Bubblr entity (whether that entity is resident in or outside of the UK) is found not to be on arm’s length terms and, as a result, a UK tax advantage is being obtained, an adjustment will be required to compute UK taxable profits as if such an agreement were on arm’s length terms. Any transfer pricing adjustment could adversely impact the tax charge incurred by the relevant UK resident entities of Bubblr. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. Reclassifications Certain accounts have been reclassified in prior periods to conform to current period presentation. Compensation expense that was previously reported separately has been combined with general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented. |
OTHER RECEIVABLES
OTHER RECEIVABLES | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
OTHER RECEIVABLES | NOTE 3 – OTHER RECEIVABLES As of June 30, 2023 and December 31, 2022, accounts receivable consisted of the following: SCHEDULE OF OTHER RECEIVABLES June 30, December 31, 2023 2022 Deposit $ 200 $ 200 UK VAT Receivable 7,541 9,684 Other receivables $ 7,741 $ 9,884 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 - PROPERTY AND EQUIPMENT As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Motor Vehicles Computer Equipment Office Equipment Total Cost At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617 Additions - - - - Effects of currency translation 2,726 1,350 27 4,103 At June 30, 2023 59,601 29,529 590 89,720 Less accumulated depreciation At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661 Depreciation expense 3,170 3,154 60 6,384 Effects of currency translation 894 894 17 1,805 At June 30, 2023 22,723 22,684 443 45,850 Net book value At June 30, 2023 36,878 6,845 147 43,870 At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956 During the six months ended June 30, 2023 and 2022, the Company recorded depreciation expenses of $ 6,384 7,826 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 - INTANGIBLE ASSETS Patents A Patent on the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa, New Zealand, Canada, and Australia The patent is currently pending in the European Union, and the United Kingdom. Patents are reported at cost, less accumulated amortization, and accumulated impairment loss. Costs include expenditure that is directly attributable to the acquisition of the asset. Once a patent is providing economic benefit to the Company, amortization is provided on a straight-line basis on all patents over their expected useful lives of 20 Intellectual Property Intellectual property capitalizes the costs of the Company’s qualifying internal research and developments . 7 Trademarks The Company has the following trademarks. Mark Category Proprietor Country Class(es) Status Reg. Date. File No. CITIZENS JOURNALIST Words Bubblr Limited European Union 9 38 REGISTERED 16-Nov-2019 206382.EM.01 CITIZENS JOURNALIST Word Bubblr Limited United Kingdom 9 38 REGISTERED 05-Jul-2019 206382.GB.01 CITIZENS JOURNALIST Words Bubblr Limited United Kingdom 9 38 REGISTERED 16-Nov-2019 206382.GB.02 CITIZENS JOURNALIST Word Bubblr Limited United States 9 38 41 42 REGD-DEC USE 08-Feb-2022 206382.US.01 Words and Color Device Bubblr Limited European Union 9 38 REGISTERED 16-Nov-2019 206383.EM.01 Series of Logos Bubblr Limited United Kingdom 9 38 REGISTERED 05-Jul-2019 206383.GB.01 Words and Color Device Bubblr Limited United Kingdom 9 38 REGISTERED 16-Nov-2019 206383.GB.02 Words and Device Bubblr Limited United States 9 38 41 42 ACCEPTED 206383.US.01 BAU NOT OK/BAU Not OK Series of Marks Bubblr Limited United Kingdom 9 38 REGISTERED 11-Oct-2019 208674.GB.01 NEWZMINE/NewzMine Series of Marks Bubblr Limited United Kingdom 9 38 42 REGISTERED 25-Dec-2020 227753.GB.01 The Company capitalizes trademark costs where the likelihood of acceptance is expected. Each trademark has been determined to have an infinite useful life and is assessed each reporting period for impairment. If there has been a reduction in the value of the trademark or if the trademark is not successfully registered, the assets will be impaired and charged to expense in the period of impairment. As of June 30, 2023 and December 31, 2022, trademarks consisted of the following: SCHEDULE OF INTANGIBLE ASSETS TRADEMARKS June 30, December 31, 2023 2022 Trademarks: NewzMine TM $ 11,226 $ 9,920 Citizens Journalist™ 25,367 25,367 Effects of currency translation (1,936 ) (3,461 ) Trademarks $ 34,657 $ 31,826 As of June 30, 2023 and December 31, 2022, intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Cost Patents Trademarks Intellectual Property Capitalized Acquisition Costs Total At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Cost, beginning $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Additions 11,533 1,306 - - 12,839 Effects of currency translation 8,066 1,525 132,488 - 142,079 At June 30, 2023 $ 187,899 $ 34,657 $ 2,896,686 $ 45,745 $ 3,164,987 Cost, ending $ 187,899 $ 34,657 $ 2,896,686 $ 45,745 $ 3,164,987 Less accumulated amortization At December 31, 2022 $ 4,947 $ - $ 1,674,551 $ 4,576 $ 1,684,074 Less accumulated amortization $ 4,947 $ - $ 1,674,551 $ 4,576 $ 1,684,074 Amortization expense 25,831 - 89,150 1,144 116,125 Effects of currency translation 237 - 80,261 - 80,498 At June 30, 2023 $ 31,015 $ - $ 1,843,962 $ 5,720 $ 1,880,697 Less accumulated amortization $ 31,015 $ - $ 1,843,962 $ 5,720 $ 1,880,697 Net book value At June 30, 2023 $ 156,884 $ 34,657 $ 1,052,724 $ 40,025 $ 1,284,290 At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 During the six months ended June 30, 2023 and 2022, the Company purchased $ 12,839 19,228 116,125 187,621 0 0 SCHEDULE OF AMORTIZATION EXPENSE Capitalized Intellectual Acquisition Six months ended June 30, Patents Property Costs Total 6 months remaining 2023 $ 3,922 $ 75,195 $ 1,144 $ 80,261 2024 7,844 150,389 2,288 160,521 2025 7,844 150,389 2,288 160,521 2026 7,844 150,389 2,288 160,521 2027 7,844 150,389 2,288 160,521 2028 7,844 150,389 2,288 160,521 Thereafter 113,742 225,584 27,441 366,767 Finite-Lived Intangible Assets, Net $ 156,884 $ 1,052,724 $ 40,025 $ 1,249,633 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 6 – ACCRUED LIABILITIES As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following: SCHEDULE OF ACCRUED LIABILITIES June 30, December 31, 2023 2022 Accruals $ 59,474 $ - Accrued interest - 3,143 Director fees 68,750 - Dividends payable 21,672 22,133 Settlement payable 154,185 - Wages and salaries 530,292 24,818 Total Accrued liabilities $ 834,373 $ 50,094 |
LOAN PAYABLE
LOAN PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 7 – LOAN PAYABLE On February 4, 2022, the Company issued a promissory note for the principal sum of $ 20,000 25 20,000 15,000 5,000 In November 2019, the Company purchased a vehicle under a capital finance arrangement. The term of this loan is 5 6.90 12,562 11,987 5,895 10,465 During the six months ended June 30, 2023 and 2022, the Company made $ 4,934 5,102 At June 30, 2023, future minimum payments under the loan are as follows: SCHEDULE OF MINIMUM PAYMENTS Total 2023 (six months remaining in 2023) $ 7,402 2024 9,868 Total 17,270 Less: Imputed interest 1,187 Loan payable 18,457 Loan payable – current 12,562 Loan payable - non-current $ 5,895 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS Loans from Related Parties The Company had received a loan from a minority shareholder of $ 19,709 20% 18,228 3,646 21,874 81,162 no Activity on this loan to arrive at June 30, 2023 and December 31, 2022 balances is as follows: SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS June 30, December 31, 2023 2022 Beginning Balance $ 18,152 $ 81,162 Effects of currency translation 76 (4,779 ) Loan Payable $ 18,228 $ 76,383 Addition $ 19,709 Repayment $ (18,228 ) $ (77,940 ) Ending Balance $ - $ 18,152 During the six months ended June 30, 2023 and 2022, the Company received proceeds on these loans of $ 0 19,709 18,228 79,940 0 443 The Company has loans from our founder, Stephen Morris, with a balance of $ 1,304,312 899,309 Loan 1. The loan is non-interest bearing and repayable on demand. On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have a maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc. in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment. In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD, the Company shall pay to Mr. Morris an amount equal to £115,000 GBP as an installment payment on the principal of the Loan, and the balance of the principal of the Loan shall be paid at the Maturity Date. On September 6, 2022, the Company entered into a second amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to add $ 60,000 52,088 On December 20, 2022, the Company entered into a third amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to reduce the outstanding principal amount of the loan by $ 71,540 59,543 71,540 59,543 In aggregate, the Company received $ 334,973 0 0 0 Loan 2. On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for $ 501,049 434,060 Activity on this loan to arrive at June 30, 2023 and December 31, 2022 balances is as follows: SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS Six Months Ended Year Ended December 31, 2022 Beginning balance current $ 374,018 428,117 Effects of currency translation 54,853 (42,619 ) Loan Payable 428,871 385,558 Additions 324,973 Conversion from preferred stock - 60,000 Assignment of advances receivable - (71,540 ) Ending balance – Current $ 753,844 $ 374,018 Beginning balance non-current $ 525,291 $ - Additions - 501,049 Effects of currency translation 25,177 24,242 Ending balance non-current $ 550,468 525,291 Ending balance current and non-current $ 1,304,312 $ 899,309 |
WARRANT LIABILITY
WARRANT LIABILITY | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT LIABILITY | NOTE 9 - WARRANT LIABILITY The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 10) for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instruments should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise. ASC 815 requires us to assess the fair market value of the derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of June 30, 2023. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS Six Months Ended June 30, 2023 Expected term 1.84 2.50 Expected average volatility 177 220 % Expected dividend yield 8.33 % Risk-free interest rate 1.50 5.40 % The following table summarizes the changes in the warrant liabilities during the period ended June 30, 2023 and December 31, 2022: SUMMARY OF CHANGES IN WARRANT LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Addition of new warrants $ 721,275 Additional day-one loss (28,043 ) Change in fair value of warrant liability (494,753 ) Warrant liability as of December 31, 2022 $ 198,479 Addition of new warrants $ - Additional day-one loss - Change in fair value of warrant liability 2,531 Warrant liability as of June 30, 2023 $ 201,010 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 25,000,000 0.001 Series C Convertible Preferred Stock On March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established 2,000 1,200 The Company has the right to redeem the Series C Convertible Preferred Stock in accordance with the following schedule: ● If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends. ● If all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and ● The Company shall pay a dividend of 8% The Series C Convertible Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation). Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $ 1,200 0.3202 On March 4, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to $ 700,000 700 On March 4, 2022, the Company issued to GHS the first tranche of 300 35 941,599 75% GHS delivered gross proceeds of $ 266,000 On March 9, 2022, the Company entered a Securities Purchase Agreement with Proactive Capital Partners LP (“Proactive”), whereby Proactive agreed to purchase 160 The Company agreed to issue Proactive commitment shares of 8 472,205 75% On March 9, 2022, the Company issued 168 290,000 On April 24, 2022, the Company issued the second tranche of 200 562,149 184,000 On May 25, 2022, the Company issued the third tranche of 100 281,074 92,000 On June 24, 2022, the Company issued the fourth tranche of 100 281,074 92,000 On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for £ 434,060 550,468 GHS Investments, LLC agreed to waive a prohibition on borrowing over $200,000 found in our Certificate of Designation for the Series C Preferred Stock 345,220 281,000 64,220 71,703 As a result of the above transactions, the Company received total net proceeds of $ 789,000 721,275 28,043 95,768 As at June 30, 2023 and December 31, 2022, the Company had 903 Common Stock The Company has authorized 3,000,000,000 0.01 During the six months ended June 30, 2023 and 2022, the Company issued common shares as follows: During the six months ended June 30, 2022, the Company issued the following unregistered securities: ● 147,960 75,460 ● 67,079 22,980 ● 7,597,244 1,979,082 ● 587,039 ● 206,000 ● 903 75% Six months ended June, 2023, the Company issued the following unregistered securities: ● 312,500 50,000 ● 500,000 65,000 ● 311,159 43,805 ● 1,455,784 285,338 As at June 30, 2023 and December 31, 2022, the Company had 156,888,761 154,309,318 Warrants The Company identified conversion features embedded within warrants issued during the six months ended June 30, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments in redemption value and the number of shares issued upon exercise (see Note 9 - Warrant Liability). A summary of activity during the six-month period ended June 30, 2023 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2022 2,538,101 $ 0.32 4.27 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2023 2,538,101 $ 0.32 3.77 Exercisable Warrants, June 30, 2023 2,538,101 $ 0.32 3.77 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2023: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Remaining Number of Warrants Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 941,599 3.68 $ 0.34 941,599 $ 0.34 472,205 3.69 0.34 472,205 0.34 562,149 3.82 0.35 562,149 0.35 281,074 3.90 0.22 281,074 0.22 281,074 3.90 0.22 281,074 0.22 2,538,101 3.77 $ 0.32 2,538,101 $ 0.32 As at June 30, 2023, the intrinsic value of the warrants is $ 0 2022 Equity Incentive Plan Restricted Stock Units On May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) and, unless earlier terminated, will continue until May 25, 2032. A total of 28,400,000 If the employee is terminated for cause, the employee will forfeit the Restricted Stock Units (“RSUs”) awarded to date. During the year ended December 31, 2022, the Company issued pursuant to the 2022 Equity Incentive Plan, a total of 8,400,000 4,200,000 8,400,000 The RSUs were valued at $ 2,259,600 0.269 659,052 1,600,548 On January 31, 2023 (the “Termination Date”), the award of 8,400,000 1,600,548 659,052 Stock options On April 1, 2023, the Company granted options for the purchase of our Common stock to certain employees and non-employees as consideration for services rendered. The terms of the stock option grants are determined by our Board of Directors consistent with our 2022 Equity Incentive Plan which the Board adopted May 22, 2022. Our stock option grant general policy is options vest 40% on Grant Date, which is 90 days after commencement of service (typically the hire date) and the remaining vest monthly over 2 years and have a maximum term of ten years. Two executives with long term service in excess of 2 years and nine months were 100% vested on Grant Date. The Company determined our option liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of the Grant Date of the options. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES Six Months Ended June 30, 2023 Expected term 5.00 5.00 Expected average volatility 195 197% Expected dividend yield 0 % Risk-free interest rate 3.65 3.73% The following summarizes the stock options activity for the six months ended June 30, 2023: SUMMARY OF STOCK OPTION ACTIVITY Options Outstanding Weighted-Average Exercise Price Balance as of December 31, 2022 - $ - Grants 7,680,000 0.17 Exercised - - Cancelled - - Balance as of June 30, 2023 7,680,000 $ 0.17 The following summarizes certain information about stock options vested and expected to vest as of June 30, 2023: SUMMARY OF STOCK OPTION VESTED AND EXPECTED TO VEST Options Outstanding Options Exercisable Weighted Average Remaining Number of Options Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 3,360,000 4.27 $ 0.08 3,360,000 $ 0.11 960,000 1.22 0.02 960,000 0.03 3,360,000 4.27 0.07 1,512,000 0.04 7,680,000 9.76 $ 0.17 5,832,000 As of June 30, 2023 and December 2022, there was $ 298,840 0 Equity Financing Agreements On February 1, 2022, Bubblr, Inc. entered into a Stock Purchase Agreement (the “SPA”) and Registration Rights Agreement with White Lion Capital LLC (“WLC”). Pursuant to the SPA, the Company had the right, but not the obligation, to cause WLC to purchase up to $10 million of our common stock during the period beginning on February 1, 2022, and ending on the earlier of (i) the date on which the WLC had purchased $10 million of our common stock pursuant to the SPA, or (ii) December 31, 2022. In consideration for entering into the SPA, on February 1, 2022 the Company issued 103,000 93,792 On March 22, 2022, the Company entered into a Termination and Release Agreement with WLC to extinguish the SPA and Registration Rights Agreement in exchange for the issuance of 103,000 51,500 On March 4, 2022, the Company entered into an Equity Financing Agreement (the “EFA”) and Registration Rights Agreement with GHS Investments LLC (“GHS”). Under the terms of the EFA, GHS agreed to provide the Company with up to $ 15 The registration statement on Form S-1 was effective as of June 24, 2022. During the year ended December 31, 2022 and through June 30, 2023 and subsequently, GHS has provided $ 0 In consideration for entering the EFA, on March 4, 2022 the Company issued 587,039 234,522 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES Premises During the six months ended June 30, 2023 and 2022, the Company paid $ 0 4,264 July 14, 2022 100 During the six months ended June 30, 2023 and 2022, the Company paid $ 1,200 1,200 200 On March 25, 2022, the Company entered into a service agreement with PCG Advisory, Inc. The term was six months, commencing April 1, 2022. PCG Advisory, Inc. l received cash of $ 7,000 7,000 Service Contracts On February 14, 2023, the Company entered into a service agreement with Beyond Media SEZC. The term is twelve months, commencing February 14, 2023. Beyond Media will receive cash of $ 7,000 1,000,000 180,000 On February 23, 2023, the Company entered into a service agreement with Milestone Management Services, LLC. The term is six months, commencing February 23, 2023. Milestone Media Services, LLC received 325,000 84,338 On May 1, 2023, the Company entered into a service agreement with Outside-the-Box. The term is six months commencing May 1, 2023. Outside-the-Box is entitled to 625,000 100,000 312,500 312,500 On June 15, 2023, the Company entered into a service agreement with Launchpad IR. The term is six months, commencing June 15, 2023. Launchpad IR will receive compensation of $ 3,000 On June 23, 2023 the Company entered into a service agreement with Wise Law P.C. Wise Law P.C. received 500,000 65,000 Employment Agreements David Chetwood On February 10, 2023 The Company entered into an employment agreement with Mr. Chetwood that provides we will compensate him with a yearly salary of $ 180,000 360,000 5 102,040 On April 1, 2023 our board of directors approved amended and restated employment agreements in favor of Chief Financial Officer, David Chetwood. The amended employment agreement with Mr. Chetwood provides that we will compensate him with a yearly salary of $ 450,000 180,000 5 3,600,000 0.1625 with 40% vesting after 90 days of service and 60% vesting monthly over the following two years Stephen Morris On April 1, 2023, our board of directors approved amended and restated employment agreements in favor of our Chief Technical Officer, Stephen Morris. The amended employment agreement with Mr. Morris provides that we will compensate him with a yearly salary of $ 450,000 180,000 5 3,360,000 0.187 Timothy Burks On April 1, 2023, our board of directors approved an employment agreement and stock option grant in favor of our Chief Executive Officer, Mr. Burks. The employment agreement with Mr. Burks provides that we will compensate him with a yearly salary of $ 600,000 240,000 5 4,800,000 0.1353 with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. Paul Morrissey On April 6, 2023, our board of directors approved a Non-Executive Board Agreement and Stock Option Grant in favor of Mr. Morrissey. The agreement with Mr. Morrissey provides that we will compensate him with a yearly fee of $ 300,000 120,000 5 1,920,000 0.1353 with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. Steven Saunders & Rik Willard On May 31, 2022, our board of directors approved amended and restated employment agreements in favor of our then-Chief Executive Officer, Rik Willard, and our then-Chief Commercial Officer, Steven Saunders. The employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation, the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022, Equity Incentive Plan with 5,400,000 2,700,000 The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation, the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022, Equity Incentive Plan with 3,000,000 1,500,000 On January 31, 2023, Steven Saunders and Rik Willard entered into a separation agreement with the Company regarding the terms and conditions of their departures from the Company. Pursuant to the provisions of the Separation Agreement with Mr. Saunders and in consideration for a complete release of claims, we agreed as follows: ● As of the date of the Separation Agreement, Mr. Saunders is no longer an officer or director of our company, and all prior agreements with Mr. Saunders, including his employment agreement, are terminated in their entirety. ● We agreed to pay a lump sum of $ 24,000 ● We agreed to pay $ 73,500 ● Final payment of $ 18,000 Mr. Saunders forfeited 3,000,000 Pursuant to the provisions of the Separation Agreement with Mr. Willard and in consideration for a complete release of claims, we agreed as follows: ● As of the date of the Separation Agreement, Mr. Willard is no longer an officer or director of our company, and all prior agreements with Mr. Willard, including his employment agreement, are terminated in their entirety. ● We agreed to pay a lump sum of $ 12,801 ● We agreed to pay $ 75,806 ● We agreed to pay $ 4,806 ● The final payment of $ 18,000 ● Our shareholder, Stephen Morris, has transferred to Mr. Willard 1,750,000 Mr. Willard forfeited 5,400,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements and noted the following events requiring disclosure: On August 1, 2023, the Company issued the balance of 312,500 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated interim financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. All significant inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At June 30, 2023 and December 31, 2022, the warrant liabilities balances were $ 201,010 198,479 |
Stock Based Compensation | Stock Based Compensation We follow ASC Topic 718, Compensation–Stock Compensation, |
Employees | Employees |
Nonemployees | Nonemployees |
Common Stock Purchase Warrants and Derivative Financial Instruments | Common Stock Purchase Warrants and Derivative Financial Instruments Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. For the six months ended June 30, 2023 and 2022, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Shares) (Shares) June 30, 2023 2022 (Shares) (Shares) Series C Preferred Stock 3,384,135 3,384,135 Warrants 2,358,101 2,358,101 Convertible Notes - 2,027,127 Total 5,742,236 7,769,363 |
Foreign Currency Translations | Foreign Currency Translations The functional currency of the Company’s international subsidiaries is generally their local currency of Great British Pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income. SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS 2023 2022 2022 June 30, December 31, 2023 2022 2022 Period-end GBP£:U.S.$ exchange rate 1.2681 1.2174 1.2101 Weighted average GBP£:U.S.$ exchange rate 1.2338 1.2990 1.2430 Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Gains on foreign exchange transactions totaling $ 38,417 162,014 |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of June 30, 2023 and December 31, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. UK Taxes We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns. UK Tax Risk Companies that are incorporated outside the UK may become subject to UK taxes in a number of circumstances, including circumstances in which (1) they are deemed resident in the UK for tax purposes by reason of their central management and control being exercised from the UK or (2) they are treated as carrying on a trade, investing or carrying on any other business activity in the UK, whether or not through a UK Permanent Establishment (“PE”). In addition, the Finance Act 2015 introduced a new tax known as the diverted profits tax (“DPT”), which is charged at 25% of any “taxable diverted profit.” The DPT has had an effect since April 1, 2015, and may apply in circumstances including (1) where arrangements are designed to ensure that a non-UK resident company does not carry on a trade in the UK through a PE; and (2) where a tax reduction is obtained through the involvement of entities or transactions lacking economic substance. We intend to operate in such a manner that none of our companies should be subject to the UK DPT and that none of our companies (other than those companies incorporated in the UK) should: (1) be treated as resident in the UK for tax purposes; (2) carry on a trade, invest or carry on any other business activity in the UK (whether or not through a UK PE). However, this result is based on certain legal and factual determinations, and since the scope and the basis upon which the DPT will be applied by HM Revenue & Customs (“HMRC”) in the UK remains uncertain and since applicable law and regulations do not conclusively define the activities that constitute conducting a trade, investment or business activity in the UK (whether or not through a UK PE), and since we cannot exclude the possibility that there will be a change in law that adversely affects the analysis, HMRC might successfully assert a contrary position. The terms of an income tax treaty between the UK and the home country of the relevant Bubblr subsidiary, if any, could contain additional protections against UK tax. Any arrangements between UK-resident entities of Bubblr and other entities of Bubblr are subject to the UK transfer pricing regime. Consequently, if any agreement between a UK resident entity of Bubblr and any other Bubblr entity (whether that entity is resident in or outside of the UK) is found not to be on arm’s length terms and, as a result, a UK tax advantage is being obtained, an adjustment will be required to compute UK taxable profits as if such an agreement were on arm’s length terms. Any transfer pricing adjustment could adversely impact the tax charge incurred by the relevant UK resident entities of Bubblr. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
Reclassifications | Reclassifications Certain accounts have been reclassified in prior periods to conform to current period presentation. Compensation expense that was previously reported separately has been combined with general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE | For the six months ended June 30, 2023 and 2022, the following outstanding stock was excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Shares) (Shares) June 30, 2023 2022 (Shares) (Shares) Series C Preferred Stock 3,384,135 3,384,135 Warrants 2,358,101 2,358,101 Convertible Notes - 2,027,127 Total 5,742,236 7,769,363 |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS 2023 2022 2022 June 30, December 31, 2023 2022 2022 Period-end GBP£:U.S.$ exchange rate 1.2681 1.2174 1.2101 Weighted average GBP£:U.S.$ exchange rate 1.2338 1.2990 1.2430 |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
SCHEDULE OF OTHER RECEIVABLES | As of June 30, 2023 and December 31, 2022, accounts receivable consisted of the following: SCHEDULE OF OTHER RECEIVABLES June 30, December 31, 2023 2022 Deposit $ 200 $ 200 UK VAT Receivable 7,541 9,684 Other receivables $ 7,741 $ 9,884 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Motor Vehicles Computer Equipment Office Equipment Total Cost At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617 Additions - - - - Effects of currency translation 2,726 1,350 27 4,103 At June 30, 2023 59,601 29,529 590 89,720 Less accumulated depreciation At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661 Depreciation expense 3,170 3,154 60 6,384 Effects of currency translation 894 894 17 1,805 At June 30, 2023 22,723 22,684 443 45,850 Net book value At June 30, 2023 36,878 6,845 147 43,870 At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS TRADEMARKS | As of June 30, 2023 and December 31, 2022, trademarks consisted of the following: SCHEDULE OF INTANGIBLE ASSETS TRADEMARKS June 30, December 31, 2023 2022 Trademarks: NewzMine TM $ 11,226 $ 9,920 Citizens Journalist™ 25,367 25,367 Effects of currency translation (1,936 ) (3,461 ) Trademarks $ 34,657 $ 31,826 |
SCHEDULE OF INTANGIBLE ASSETS | As of June 30, 2023 and December 31, 2022, intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Cost Patents Trademarks Intellectual Property Capitalized Acquisition Costs Total At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Cost, beginning $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Additions 11,533 1,306 - - 12,839 Effects of currency translation 8,066 1,525 132,488 - 142,079 At June 30, 2023 $ 187,899 $ 34,657 $ 2,896,686 $ 45,745 $ 3,164,987 Cost, ending $ 187,899 $ 34,657 $ 2,896,686 $ 45,745 $ 3,164,987 Less accumulated amortization At December 31, 2022 $ 4,947 $ - $ 1,674,551 $ 4,576 $ 1,684,074 Less accumulated amortization $ 4,947 $ - $ 1,674,551 $ 4,576 $ 1,684,074 Amortization expense 25,831 - 89,150 1,144 116,125 Effects of currency translation 237 - 80,261 - 80,498 At June 30, 2023 $ 31,015 $ - $ 1,843,962 $ 5,720 $ 1,880,697 Less accumulated amortization $ 31,015 $ - $ 1,843,962 $ 5,720 $ 1,880,697 Net book value At June 30, 2023 $ 156,884 $ 34,657 $ 1,052,724 $ 40,025 $ 1,284,290 At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 |
SCHEDULE OF AMORTIZATION EXPENSE | SCHEDULE OF AMORTIZATION EXPENSE Capitalized Intellectual Acquisition Six months ended June 30, Patents Property Costs Total 6 months remaining 2023 $ 3,922 $ 75,195 $ 1,144 $ 80,261 2024 7,844 150,389 2,288 160,521 2025 7,844 150,389 2,288 160,521 2026 7,844 150,389 2,288 160,521 2027 7,844 150,389 2,288 160,521 2028 7,844 150,389 2,288 160,521 Thereafter 113,742 225,584 27,441 366,767 Finite-Lived Intangible Assets, Net $ 156,884 $ 1,052,724 $ 40,025 $ 1,249,633 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED LIABILITIES | As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following: SCHEDULE OF ACCRUED LIABILITIES June 30, December 31, 2023 2022 Accruals $ 59,474 $ - Accrued interest - 3,143 Director fees 68,750 - Dividends payable 21,672 22,133 Settlement payable 154,185 - Wages and salaries 530,292 24,818 Total Accrued liabilities $ 834,373 $ 50,094 |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MINIMUM PAYMENTS | At June 30, 2023, future minimum payments under the loan are as follows: SCHEDULE OF MINIMUM PAYMENTS Total 2023 (six months remaining in 2023) $ 7,402 2024 9,868 Total 17,270 Less: Imputed interest 1,187 Loan payable 18,457 Loan payable – current 12,562 Loan payable - non-current $ 5,895 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Shareholder Loans [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS | Activity on this loan to arrive at June 30, 2023 and December 31, 2022 balances is as follows: SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS June 30, December 31, 2023 2022 Beginning Balance $ 18,152 $ 81,162 Effects of currency translation 76 (4,779 ) Loan Payable $ 18,228 $ 76,383 Addition $ 19,709 Repayment $ (18,228 ) $ (77,940 ) Ending Balance $ - $ 18,152 |
Founder Loan [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS | Activity on this loan to arrive at June 30, 2023 and December 31, 2022 balances is as follows: SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS Six Months Ended Year Ended December 31, 2022 Beginning balance current $ 374,018 428,117 Effects of currency translation 54,853 (42,619 ) Loan Payable 428,871 385,558 Additions 324,973 Conversion from preferred stock - 60,000 Assignment of advances receivable - (71,540 ) Ending balance – Current $ 753,844 $ 374,018 Beginning balance non-current $ 525,291 $ - Additions - 501,049 Effects of currency translation 25,177 24,242 Ending balance non-current $ 550,468 525,291 Ending balance current and non-current $ 1,304,312 $ 899,309 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS | For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS Six Months Ended June 30, 2023 Expected term 1.84 2.50 Expected average volatility 177 220 % Expected dividend yield 8.33 % Risk-free interest rate 1.50 5.40 % |
SUMMARY OF CHANGES IN WARRANT LIABILITIES | The following table summarizes the changes in the warrant liabilities during the period ended June 30, 2023 and December 31, 2022: SUMMARY OF CHANGES IN WARRANT LIABILITIES Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Addition of new warrants $ 721,275 Additional day-one loss (28,043 ) Change in fair value of warrant liability (494,753 ) Warrant liability as of December 31, 2022 $ 198,479 Addition of new warrants $ - Additional day-one loss - Change in fair value of warrant liability 2,531 Warrant liability as of June 30, 2023 $ 201,010 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SUMMARY OF WARRANTS ACTIVITY | A summary of activity during the six-month period ended June 30, 2023 follows: SUMMARY OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Warrants Exercise Price (years) Outstanding, December 31, 2022 2,538,101 $ 0.32 4.27 Granted - - - Exercised - - - Forfeited/canceled - - - Outstanding, June 30, 2023 2,538,101 $ 0.32 3.77 Exercisable Warrants, June 30, 2023 2,538,101 $ 0.32 3.77 |
SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2023: SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Weighted Average Remaining Number of Warrants Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 941,599 3.68 $ 0.34 941,599 $ 0.34 472,205 3.69 0.34 472,205 0.34 562,149 3.82 0.35 562,149 0.35 281,074 3.90 0.22 281,074 0.22 281,074 3.90 0.22 281,074 0.22 2,538,101 3.77 $ 0.32 2,538,101 $ 0.32 |
SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES | For the period ended June 30, 2023, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES Six Months Ended June 30, 2023 Expected term 5.00 5.00 Expected average volatility 195 197% Expected dividend yield 0 % Risk-free interest rate 3.65 3.73% |
SUMMARY OF STOCK OPTION ACTIVITY | The following summarizes the stock options activity for the six months ended June 30, 2023: SUMMARY OF STOCK OPTION ACTIVITY Options Outstanding Weighted-Average Exercise Price Balance as of December 31, 2022 - $ - Grants 7,680,000 0.17 Exercised - - Cancelled - - Balance as of June 30, 2023 7,680,000 $ 0.17 |
SUMMARY OF STOCK OPTION VESTED AND EXPECTED TO VEST | The following summarizes certain information about stock options vested and expected to vest as of June 30, 2023: SUMMARY OF STOCK OPTION VESTED AND EXPECTED TO VEST Options Outstanding Options Exercisable Weighted Average Remaining Number of Options Contractual life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 3,360,000 4.27 $ 0.08 3,360,000 $ 0.11 960,000 1.22 0.02 960,000 0.03 3,360,000 4.27 0.07 1,512,000 0.04 7,680,000 9.76 $ 0.17 5,832,000 |
ORGANIZATION, BUSINESS AND LI_2
ORGANIZATION, BUSINESS AND LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Date of incorporation | Oct. 22, 2019 | ||||
Comprehensive income net of tax | $ 1,743,736 | $ 2,311,572 | $ 2,017,214 | $ 3,328,530 | |
Accumulated deficit | 14,876,334 | 14,876,334 | $ 12,875,437 | ||
Working capital | $ 1,781,567 | $ 1,781,567 | |||
UWRL [Member] | |||||
Ownership percentage | 100% | 100% |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,742,236 | 7,769,363 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,384,135 | 3,384,135 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,358,101 | 2,358,101 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,027,127 |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (Details) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Accounting Policies [Abstract] | |||
Period-end GBP£:U.S.$ exchange rate | 1.2681 | 1.2101 | 1.2174 |
Weighted average GBP£:U.S.$ exchange rate | 1.2338 | 1.2430 | 1.2990 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Warrant liabilities | $ 201,010 | $ 198,479 | |
Gains on foreign exchange transaction | $ 38,417 | ||
Losses on foreign exchange transaction | $ 162,014 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Deposit | $ 200 | $ 200 |
UK VAT Receivable | 7,541 | 9,684 |
Other receivables | $ 7,741 | $ 9,884 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross, beginning balance | $ 85,617 | ||
Additions | 0 | ||
Effects of currency translation | 4,103 | ||
Property, plant and equipment, gross, ending balance | 89,720 | ||
Accumulated depreciation, beginning balance | 37,661 | ||
Depreciation expense | 6,384 | $ 7,826 | |
Effects of currency translation | 1,805 | ||
Accumulated depreciation, ending balance | 45,850 | ||
Property, plant and equipment, net | 43,870 | $ 47,956 | |
Automobiles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross, beginning balance | 56,875 | ||
Additions | |||
Effects of currency translation | 2,726 | ||
Property, plant and equipment, gross, ending balance | 59,601 | ||
Accumulated depreciation, beginning balance | 18,659 | ||
Depreciation expense | 3,170 | ||
Effects of currency translation | 894 | ||
Accumulated depreciation, ending balance | 22,723 | ||
Property, plant and equipment, net | 36,878 | 38,216 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross, beginning balance | 28,179 | ||
Additions | 0 | ||
Effects of currency translation | 1,350 | ||
Property, plant and equipment, gross, ending balance | 29,529 | ||
Accumulated depreciation, beginning balance | 18,636 | ||
Depreciation expense | 3,154 | ||
Effects of currency translation | 894 | ||
Accumulated depreciation, ending balance | 22,684 | ||
Property, plant and equipment, net | 6,845 | 9,543 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross, beginning balance | 563 | ||
Additions | 0 | ||
Effects of currency translation | 27 | ||
Property, plant and equipment, gross, ending balance | 590 | ||
Accumulated depreciation, beginning balance | 366 | ||
Depreciation expense | 60 | ||
Effects of currency translation | 17 | ||
Accumulated depreciation, ending balance | 443 | ||
Property, plant and equipment, net | $ 147 | $ 197 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 6,384 | $ 7,826 |
SCHEDULE OF INTANGIBLE ASSETS T
SCHEDULE OF INTANGIBLE ASSETS TRADEMARKS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademarks | $ 34,657 | $ 31,826 |
Effects of currency translation | (1,936) | (3,461) |
Newz Mine [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademarks | 11,226 | 9,920 |
Citizens Journalist [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trademarks | $ 25,367 | $ 25,367 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost, beginning | $ 3,010,069 | ||
Additions | 12,839 | $ 19,228 | |
Effects of currency translation | 142,079 | ||
Cost, ending | 3,164,987 | ||
Less accumulated amortization, beginning | 1,684,074 | ||
Amortization expense | 116,125 | $ 187,621 | |
Effects of currency translation | 80,498 | ||
Less accumulated amortization, ending | 1,880,697 | ||
Net book value | 1,284,290 | $ 1,325,995 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost, beginning | 168,300 | ||
Additions | 11,533 | ||
Effects of currency translation | 8,066 | ||
Cost, ending | 187,899 | ||
Less accumulated amortization, beginning | 4,947 | ||
Amortization expense | 25,831 | ||
Effects of currency translation | 237 | ||
Less accumulated amortization, ending | 31,015 | ||
Net book value | 156,884 | 163,353 | |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost, beginning | 31,826 | ||
Additions | 1,306 | ||
Effects of currency translation | 1,525 | ||
Cost, ending | 34,657 | ||
Less accumulated amortization, beginning | |||
Amortization expense | |||
Effects of currency translation | |||
Less accumulated amortization, ending | |||
Net book value | 34,657 | 31,826 | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost, beginning | 2,764,198 | ||
Additions | |||
Effects of currency translation | 132,488 | ||
Cost, ending | 2,896,686 | ||
Less accumulated amortization, beginning | 1,674,551 | ||
Amortization expense | 89,150 | ||
Effects of currency translation | 80,261 | ||
Less accumulated amortization, ending | 1,843,962 | ||
Net book value | 1,052,724 | 1,089,647 | |
Capitalized Acquisition Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost, beginning | 45,745 | ||
Additions | |||
Effects of currency translation | |||
Cost, ending | 45,745 | ||
Less accumulated amortization, beginning | 4,576 | ||
Amortization expense | 1,144 | ||
Effects of currency translation | |||
Less accumulated amortization, ending | 5,720 | ||
Net book value | $ 40,025 | $ 41,169 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE (Details) | Jun. 30, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
6 months remaining 2023 | $ 80,261 |
2024 | 160,521 |
2025 | 160,521 |
2026 | 160,521 |
2027 | 160,521 |
2028 | 160,521 |
Thereafter | 366,767 |
Finite-Lived Intangible Assets, Net | 1,249,633 |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
6 months remaining 2023 | 3,922 |
2024 | 7,844 |
2025 | 7,844 |
2026 | 7,844 |
2027 | 7,844 |
2028 | 7,844 |
Thereafter | 113,742 |
Finite-Lived Intangible Assets, Net | 156,884 |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
6 months remaining 2023 | 75,195 |
2024 | 150,389 |
2025 | 150,389 |
2026 | 150,389 |
2027 | 150,389 |
2028 | 150,389 |
Thereafter | 225,584 |
Finite-Lived Intangible Assets, Net | 1,052,724 |
Capitalized Acquisition Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
6 months remaining 2023 | 1,144 |
2024 | 2,288 |
2025 | 2,288 |
2026 | 2,288 |
2027 | 2,288 |
2028 | 2,288 |
Thereafter | 27,441 |
Finite-Lived Intangible Assets, Net | $ 40,025 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,839 | $ 19,228 |
Amortization expenses | 116,125 | 187,621 |
Impairment | $ 0 | $ 0 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Intangible assets | $ 11,533 | |
Amortization expenses | $ 25,831 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Intangible assets | ||
Amortization expenses | $ 89,150 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accruals | $ 59,474 | |
Accrued interest | 3,143 | |
Director fees | 68,750 | |
Dividends payable | 21,672 | 22,133 |
Settlement payable | 154,185 | |
Wages and salaries | 530,292 | 24,818 |
Total Accrued liabilities | $ 834,373 | $ 50,094 |
SCHEDULE OF MINIMUM PAYMENTS (D
SCHEDULE OF MINIMUM PAYMENTS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 (six months remaining in 2023) | $ 7,402 | |
2024 | 9,868 | |
Long-Term Debt | 17,270 | |
Less, Imputed interest | 1,187 | |
Loan payable | 18,457 | |
Loan payable, current | 12,562 | $ 11,987 |
Loan payable, non current | $ 5,895 | $ 10,465 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Apr. 26, 2022 | Feb. 04, 2022 | Nov. 30, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Loan payments | $ 4,934 | $ 5,102 | ||||
Amortization of debt discount (premium) | $ 39,856 | |||||
Loan payable obligations | 12,562 | $ 11,987 | ||||
Long term loans payable | $ 5,895 | $ 10,465 | ||||
White Lion Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Promissory note | $ 20,000 | |||||
Discount rate | 25% | |||||
Loan payments | $ 20,000 | |||||
Proceeds from notes payable | $ 15,000 | |||||
Amortization of debt discount (premium) | $ 5,000 | |||||
Vehicle [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Iinterest rate | 6.90% |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTION SHARE HOLDERS LOANS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Addition | $ 324,973 | $ 19,709 | |||
Beginning balance current | 392,170 | ||||
Ending balance – Current | 753,844 | $ 392,170 | |||
Beginning balance non-current | 525,291 | ||||
Ending balance non-current | 550,468 | 525,291 | |||
Shareholder Loans [Member] | |||||
Short-Term Debt [Line Items] | |||||
Beginning Balance | 18,152 | 81,162 | 81,162 | ||
Effects of currency translation | 76 | (4,779) | |||
Loan Payable | 18,228 | 76,383 | |||
Addition | $ 19,709 | $ 81,162 | 19,709 | ||
Repayment | (18,228) | (79,940) | (77,940) | ||
Ending Balance | 81,162 | 18,152 | |||
Founder Loan [Member] | |||||
Short-Term Debt [Line Items] | |||||
Effects of currency translation | 54,853 | (42,619) | |||
Loan Payable | 428,871 | 385,558 | |||
Beginning balance current | 374,018 | 428,117 | 428,117 | ||
Additions | 324,973 | ||||
Conversion from preferred stock | 0 | 60,000 | |||
Assignment of advances receivable | (71,540) | ||||
Ending balance – Current | 428,117 | 753,844 | 374,018 | ||
Beginning balance non-current | 525,291 | ||||
Additions | 501,049 | ||||
Effects of currency translation | 25,177 | 24,242 | |||
Ending balance non-current | 550,468 | 525,291 | |||
Ending balance current and non-current | $ 1,304,312 | $ 899,309 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 15, 2023 USD ($) | Dec. 20, 2022 USD ($) | Dec. 20, 2022 EUR (€) | Sep. 06, 2022 USD ($) | Sep. 06, 2022 EUR (€) | May 23, 2022 | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 07, 2022 USD ($) | Sep. 07, 2022 EUR (€) | |
Short-Term Debt [Line Items] | |||||||||||||
Related party loan | $ 324,973 | $ 19,709 | |||||||||||
Accrued interest | $ 3,143 | ||||||||||||
Payments for loans | 18,228 | 77,940 | |||||||||||
Shareholder Loans [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Related party loan | $ 19,709 | $ 81,162 | 19,709 | ||||||||||
Debt interest | 20% | 0% | |||||||||||
Loans from founder | $ 18,228 | ||||||||||||
Accrued interest | 3,646 | 0 | 443 | ||||||||||
Payments for loans | $ 21,874 | ||||||||||||
Proceeds from loans | 0 | 19,709 | |||||||||||
Repayments for loans | 18,228 | 79,940 | 77,940 | ||||||||||
Outstanding principal amount | 18,228 | 76,383 | |||||||||||
Debt instrument face amount | $ 81,162 | 18,152 | |||||||||||
Founder Loan [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loans from founder | $ 1,304,312 | 899,309 | |||||||||||
Debt instrument call feature | On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have a maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc. in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment. | ||||||||||||
Debt instrument payment terms | In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD, the Company shall pay to Mr. Morris an amount equal to £115,000 GBP as an installment payment on the principal of the Loan, and the balance of the principal of the Loan shall be paid at the Maturity Date. | ||||||||||||
Outstanding principal amount | $ 428,871 | 385,558 | |||||||||||
Assignment of advances receivable | $ 71,540 | ||||||||||||
Founder Loan Amendment 2 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Outstanding principal amount | $ 60,000 | € 52,088 | |||||||||||
Founder Loan Amendment 3 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Outstanding principal amount | $ 71,540 | € 59,543 | |||||||||||
Assignment of advances receivable | $ 71,540 | € 59,543 | |||||||||||
Bubblr Limited And Morris [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from loans | 334,973 | 0 | |||||||||||
Repayments for loans | $ 0 | $ 0 | |||||||||||
Debt instrument face amount | $ 501,049 | € 434,060 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES MEASURED ON A RECURRING BASIS (Details) | Jun. 30, 2023 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Expected term | 1 year 10 months 2 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Expected term | 2 years 6 months |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 177 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 220 |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 8.33 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 1.50 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Warrants and rights outstanding, measurement input | 5.40 |
SUMMARY OF CHANGES IN WARRANT L
SUMMARY OF CHANGES IN WARRANT LIABILITIES (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Addition of new warrants | $ 721,275 | |
Additional day-one loss | (28,043) | |
Change in fair value of warrant liability | 2,531 | (494,753) |
Warrant liability | $ 201,010 | $ 198,479 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Warrants Outstanding Beginning Balance | 2,538,101 | |
Weighted Average Exercise Price Outstanding | $ 0.32 | |
Weighted Average Remaining life (years) | 3 years 9 months 7 days | 4 years 3 months 7 days |
Number of Warrants Granted | ||
Weighted Average Exercise Price Granted | ||
Number of Warrants Exercised | ||
Weighted Average Exercise Price Exercised | ||
Number of Warrants Forfeited/canceled | ||
Weighted Average Exercise Price Forfeited/canceled | ||
Number of Warrants Exercisable | 2,538,101 | 2,538,101 |
Weighted Average Exercise Price Exercisable | $ 0.32 | $ 0.32 |
Weighted Average Remaining life (years) | 3 years 9 months 7 days |
SUMMARY OF INFORMATION RELATING
SUMMARY OF INFORMATION RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Warrants Outstanding | 2,538,101 | 2,538,101 |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 9 months 7 days | 4 years 3 months 7 days |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.32 | $ 0.32 |
Number of Shares, Warrants Exercisable | 2,538,101 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 0.32 | |
Warrants One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Warrants Outstanding | 941,599 | |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 8 months 4 days | |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.34 | |
Number of Shares, Warrants Exercisable | 941,599 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 0.34 | |
Warrants Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Warrants Outstanding | 472,205 | |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 8 months 8 days | |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.34 | |
Number of Shares, Warrants Exercisable | 472,205 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 0.34 | |
Warrants Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Warrants Outstanding | 562,149 | |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 9 months 25 days | |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.35 | |
Number of Shares, Warrants Exercisable | 562,149 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 0.35 | |
Warrants Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Warrants Outstanding | 281,074 | |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 10 months 24 days | |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.22 | |
Number of Shares, Warrants Exercisable | 281,074 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 0.22 | |
Warrants Five [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Warrants Outstanding | 281,074 | |
Weighted Average Remaining life Contractual life (years), Warrants Outstanding | 3 years 10 months 24 days | |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.22 | |
Number of Shares, Warrants Exercisable | 281,074 | |
Weighted Average Exercise Price, Warrants Exercisable | $ 0.22 |
SCHEDULE OF ESTIMATED FAIR VA_2
SCHEDULE OF ESTIMATED FAIR VALUES OF WARRANT LIABILITIES (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Expected average volatility | 195% |
Expected average volatility | 197% |
Expected dividend yield | 0% |
Risk-free interest rate | 3.65% |
Risk-free interest rate | 3.73% |
Minimum [Member] | |
Expected term | 5 years |
Maximum [Member] | |
Expected term | 5 years |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Options Outstanding | shares | |
Weighted-Average Exercise Price outstanding | $ / shares | |
Options Outstanding Grants | shares | 7,680,000 |
Weighted-Average Exercise Price Grants | $ / shares | $ 0.17 |
Options Outstanding Exercised | shares | |
Weighted-Average Exercise Price Exercised | $ / shares | |
Options Outstanding Cancelled | shares | |
Weighted-Average Exercise Price Cancelled | $ / shares | |
Options Outstanding | shares | 7,680,000 |
Weighted-Average Exercise Price Outstanding | $ / shares | $ 0.17 |
SUMMARY OF STOCK OPTION VESTED
SUMMARY OF STOCK OPTION VESTED AND EXPECTED TO VEST (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options Outstanding Number of Options | 7,680,000 |
Weighted Average Remaining life Contractual life (years) | 9 years 9 months 3 days |
Weighted Average Exercise Price | $ / shares | $ 0.17 |
Options Exercisable Number of Shares | 5,832,000 |
Stock Option One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options Outstanding Number of Options | 3,360,000 |
Weighted Average Remaining life Contractual life (years) | 4 years 3 months 7 days |
Weighted Average Exercise Price | $ / shares | $ 0.08 |
Options Exercisable Number of Shares | 3,360,000 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.11 |
Stock Option Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options Outstanding Number of Options | 960,000 |
Weighted Average Remaining life Contractual life (years) | 1 year 2 months 19 days |
Weighted Average Exercise Price | $ / shares | $ 0.02 |
Options Exercisable Number of Shares | 960,000 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.03 |
Stock Option Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options Outstanding Number of Options | 3,360,000 |
Weighted Average Remaining life Contractual life (years) | 4 years 3 months 7 days |
Weighted Average Exercise Price | $ / shares | $ 0.07 |
Options Exercisable Number of Shares | 1,512,000 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.04 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 01, 2023 | Jan. 31, 2023 shares | Sep. 07, 2022 USD ($) | Jun. 24, 2022 USD ($) shares | May 25, 2022 USD ($) shares | Apr. 24, 2022 USD ($) shares | Mar. 22, 2022 USD ($) shares | Mar. 09, 2022 shares | Mar. 04, 2022 USD ($) $ / shares shares | Mar. 04, 2022 USD ($) $ / shares shares | Feb. 01, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 07, 2022 EUR (€) | |
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||||||||||
Preferred stock, per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||
Warrant shares | 2,538,101 | 2,538,101 | 2,538,101 | ||||||||||||||||
Debt instrument face amount | $ | $ 550,468 | $ 550,468 | $ 525,291 | ||||||||||||||||
Interest expense | $ | $ 617 | $ 30,420 | 1,746 | $ 445,264 | |||||||||||||||
Derivative loss on derivative | $ | $ 28,043 | ||||||||||||||||||
Excess proceeds | $ | $ 95,768 | ||||||||||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Stock issued during period value | $ | $ 50,000 | $ 285,338 | 1,993,081 | $ 8,980 | |||||||||||||||
Common stock, shares issued | 156,888,761 | 156,888,761 | 154,309,318 | ||||||||||||||||
Common stock, shares outstanding | 156,888,761 | 156,888,761 | 154,309,318 | ||||||||||||||||
Intrinsic value of warrants | $ | $ 0 | $ 0 | |||||||||||||||||
Stock-based compensation | $ | (978,410) | $ (94,150) | $ 659,052 | ||||||||||||||||
Unvested stock compensation | $ | 1,600,548 | $ 1,600,548 | 1,600,548 | ||||||||||||||||
Share forfeited | |||||||||||||||||||
Deferred compensation equity reversed | $ | 659,052 | $ 659,052 | |||||||||||||||||
Option vest description | Company granted options for the purchase of our Common stock to certain employees and non-employees as consideration for services rendered. The terms of the stock option grants are determined by our Board of Directors consistent with our 2022 Equity Incentive Plan which the Board adopted May 22, 2022. Our stock option grant general policy is options vest 40% on Grant Date, which is 90 days after commencement of service (typically the hire date) and the remaining vest monthly over 2 years and have a maximum term of ten years. Two executives with long term service in excess of 2 years and nine months were 100% vested on Grant Date. | ||||||||||||||||||
Unrecognized compensation costs | $ | 298,840 | 298,840 | 0 | ||||||||||||||||
Shares of common stock issued, value | $ | 379,814 | ||||||||||||||||||
Shares of common stock, value | $ | $ 95,768 | ||||||||||||||||||
Bubblr Limited And Morris [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 550,468 | $ 550,468 | € 434,060 | ||||||||||||||||
Investment company fee waiver terms | GHS Investments, LLC agreed to waive a prohibition on borrowing over $200,000 found in our Certificate of Designation for the Series C Preferred Stock | ||||||||||||||||||
Principal amount | $ 501,049 | € 434,060 | |||||||||||||||||
GHS [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Convertible preferred stock value | $ | $ 700,000 | $ 700,000 | |||||||||||||||||
Preferred stock, share subscriptions | 700 | 700 | |||||||||||||||||
Warrant shares | 941,599 | 941,599 | |||||||||||||||||
Proceeds to allocated the warrants | $ | $ 266,000 | ||||||||||||||||||
Shares of common stock to Proactive | $ | 281,000 | ||||||||||||||||||
Proceeds from sale and collection of finance receivables | $ | $ 0 | $ 0 | |||||||||||||||||
Proactive [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, share subscriptions | 160 | ||||||||||||||||||
Warrant shares | 472,205 | 472,205 | |||||||||||||||||
Shares of common stock to Proactive | $ | 64,220 | ||||||||||||||||||
Proactive Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds to allocated the warrants | $ | $ 290,000 | ||||||||||||||||||
GHS Tranche 2 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant shares | 562,149 | ||||||||||||||||||
Proceeds to allocated the warrants | $ | $ 184,000 | ||||||||||||||||||
GHS Tranche 4 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant shares | 281,074 | 281,074 | |||||||||||||||||
Proceeds to allocated the warrants | $ | $ 92,000 | $ 92,000 | |||||||||||||||||
Proactive Total [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds to allocated the warrants | $ | 789,000 | ||||||||||||||||||
Warrant Allocated [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds to allocated the warrants | $ | $ 721,275 | ||||||||||||||||||
Advisory Board [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period shares | 147,960 | ||||||||||||||||||
Stock issued during period value | $ | $ 75,460 | ||||||||||||||||||
Investor Relations [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period shares | 1,455,784 | 67,079 | |||||||||||||||||
Stock issued during period value | $ | $ 285,338 | $ 22,980 | |||||||||||||||||
Consultancy Services [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period shares | 312,500 | 7,597,244 | |||||||||||||||||
Stock issued during period value | $ | $ 50,000 | $ 1,979,082 | |||||||||||||||||
Commitment Shares To GHS [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock | 587,039 | ||||||||||||||||||
Termination Agreement White Lion [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock | 206,000 | ||||||||||||||||||
Professional Services [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period shares | 500,000 | ||||||||||||||||||
Stock issued during period value | $ | $ 65,000 | ||||||||||||||||||
Equity Incentive Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock | 28,400,000 | ||||||||||||||||||
Stock compensation | 4,200,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period shares | 312,500 | 1,455,784 | 7,645,073 | 19,250 | |||||||||||||||
Stock issued during period value | $ | $ 3,125 | $ 14,558 | $ 76,451 | $ 193 | |||||||||||||||
Stock issued during period shares vested | 8,400,000 | ||||||||||||||||||
Shares of common stock issued | 793,039 | ||||||||||||||||||
Shares of common stock issued, value | $ | $ 7,930 | ||||||||||||||||||
Deferred Compensation, Share-Based Payments [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period shares | $ | $ 2,259,600 | ||||||||||||||||||
Compensation expense per share | $ / shares | $ 0.269 | $ 0.269 | |||||||||||||||||
RSU [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Share forfeited | 8,400,000 | ||||||||||||||||||
White Lion Capital [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Debt instrument un used borrowing capacity description | Pursuant to the SPA, the Company had the right, but not the obligation, to cause WLC to purchase up to $10 million of our common stock during the period beginning on February 1, 2022, and ending on the earlier of (i) the date on which the WLC had purchased $10 million of our common stock pursuant to the SPA, or (ii) December 31, 2022. | ||||||||||||||||||
Shares of common stock issued | 103,000 | ||||||||||||||||||
Shares of common stock issued, value | $ | $ 93,792 | ||||||||||||||||||
White Lion Capital Termination Issuance [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 103,000 | ||||||||||||||||||
Shares of common stock issued, value | $ | $ 51,500 | ||||||||||||||||||
GHS Consideration [Member] | Equity Financing Agreements [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 587,039 | ||||||||||||||||||
Principal amount | $ | $ 15 | $ 15 | |||||||||||||||||
Shares of common stock, value | $ | $ 234,522 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||||||||
Preferred stock, per share | $ / shares | $ 1,200 | $ 1,200 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Dividend rate | 8% | ||||||||||||||||||
Preferred stock conversion basis | Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202. | ||||||||||||||||||
Preferred stock, liquidation preference value | $ | $ 1,200 | $ 1,200 | |||||||||||||||||
Conversion Price | $ / shares | $ 0.3202 | $ 0.3202 | |||||||||||||||||
Preferred stock, shares issued | 903 | 903 | 903 | ||||||||||||||||
Preferred stock, shares outstanding | 903 | 903 | 903 | ||||||||||||||||
Dividends shares | 311,159 | 311,159 | |||||||||||||||||
Dividends value | $ | $ 43,805 | $ 43,805 | |||||||||||||||||
Series C Preferred Stock [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 903 | ||||||||||||||||||
Series C Preferred Stock [Member] | Redeemed Within Ninety Days [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Debt instrument, redemption, description | If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends. | ||||||||||||||||||
Series C Preferred Stock [Member] | Redeemed After Ninety Days [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Debt instrument, redemption, description | If all of the Series C Convertible Preferred Stock is redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and | ||||||||||||||||||
Series C Preferred Stock [Member] | GHS [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant paercentage | 75% | 75% | |||||||||||||||||
Series C Preferred Stock [Member] | Tranche 1 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 300 | ||||||||||||||||||
Series C Preferred Stock [Member] | Commitment Shares [Member] | GHS [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 35 | ||||||||||||||||||
Series C Preferred Stock [Member] | Commitment Shares [Member] | Proactive [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 8 | ||||||||||||||||||
Series C Preferred Stock [Member] | Proactive [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 168 | ||||||||||||||||||
Warrant paercentage | 75% | 75% | |||||||||||||||||
Series C Preferred Stock [Member] | GHS Tranche 2 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 200 | ||||||||||||||||||
Series C Preferred Stock [Member] | GHS Tranche 3 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 100 | ||||||||||||||||||
Series C Preferred Stock [Member] | GHS Tranche 4 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 100 | ||||||||||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares of common stock issued | 400 | 503 | |||||||||||||||||
Warrant paercentage | 75% | 75% | |||||||||||||||||
Shares of common stock to Proactive | $ | $ 345,220 | ||||||||||||||||||
Interest expense | $ | $ 71,703 | ||||||||||||||||||
Shares of common stock, value | $ | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||||||||
Aug. 01, 2023 | Jun. 23, 2023 | Jun. 15, 2023 | May 01, 2023 | Apr. 06, 2023 | Apr. 01, 2023 | Feb. 23, 2023 | Feb. 14, 2023 | Feb. 10, 2023 | Jul. 14, 2022 | May 31, 2022 | May 25, 2022 | Mar. 25, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 20, 2023 | |
Other Commitments [Line Items] | ||||||||||||||||||||
Stock compensation value | $ 50,000 | $ 285,338 | $ 1,993,081 | $ 8,980 | ||||||||||||||||
Non-vested Restricted Stock Units | $ 659,052 | |||||||||||||||||||
PCG Advisory [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Received cash | $ 7,000 | |||||||||||||||||||
Stock compensation per month | $ 7,000 | |||||||||||||||||||
Beyond Media SEZC [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Received cash | $ 7,000 | |||||||||||||||||||
Stock compensation, shares | 1,000,000 | |||||||||||||||||||
Stock compensation value | $ 180,000 | |||||||||||||||||||
Milestone Management Services LLC [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Stock compensation, shares | 325,000 | |||||||||||||||||||
Stock compensation value | $ 84,338 | |||||||||||||||||||
OutSide The Box [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Stock compensation, shares | 625,000 | |||||||||||||||||||
Stock compensation value | $ 100,000 | |||||||||||||||||||
Stock compensation shares | 312,500 | |||||||||||||||||||
OutSide The Box [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Stock compensation shares | 312,500 | |||||||||||||||||||
Launchpad IR [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Received cash | $ 3,000 | |||||||||||||||||||
Wise Law PC [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Stock compensation, shares | 500,000 | |||||||||||||||||||
Stock compensation value | $ 65,000 | |||||||||||||||||||
Chetwood [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Compensate salary | $ 180,000 | |||||||||||||||||||
Recuce on payments made as per employment agreement | 360,000 | |||||||||||||||||||
Amount secured in debt or financing | $ 5,000,000 | |||||||||||||||||||
Number of restricted stock | 102,040 | |||||||||||||||||||
Chetwood [Member] | Amended Employment Agreement [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Compensate salary | $ 450,000 | |||||||||||||||||||
Recuce on payments made as per employment agreement | 180,000 | |||||||||||||||||||
Amount secured in debt or financing | $ 5,000,000 | |||||||||||||||||||
Number of shares allocated as option to purchase as per agreement | 3,600,000 | |||||||||||||||||||
Share price | $ 0.1625 | |||||||||||||||||||
Vesting rights | with 40% vesting after 90 days of service and 60% vesting monthly over the following two years | |||||||||||||||||||
Stephen Morris [Member] | Amended Employment Agreement [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Compensate salary | $ 450,000 | |||||||||||||||||||
Recuce on payments made as per employment agreement | 180,000 | |||||||||||||||||||
Amount secured in debt or financing | $ 5,000,000 | |||||||||||||||||||
Number of shares allocated as option to purchase as per agreement | 3,360,000 | |||||||||||||||||||
Share price | $ 0.187 | |||||||||||||||||||
Timothy Burks [Member] | Amended Employment Agreement [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Compensate salary | $ 600,000 | |||||||||||||||||||
Recuce on payments made as per employment agreement | 240,000 | |||||||||||||||||||
Amount secured in debt or financing | $ 5,000,000 | |||||||||||||||||||
Number of shares allocated as option to purchase as per agreement | 4,800,000 | |||||||||||||||||||
Share price | $ 0.1353 | |||||||||||||||||||
Vesting rights | with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. | |||||||||||||||||||
Paul Morrissey [Member] | Amended Employment Agreement [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Compensate salary | $ 300,000 | |||||||||||||||||||
Recuce on payments made as per employment agreement | 120,000 | |||||||||||||||||||
Amount secured in debt or financing | $ 5,000,000 | |||||||||||||||||||
Number of shares allocated as option to purchase as per agreement | 1,920,000 | |||||||||||||||||||
Share price | $ 0.1353 | |||||||||||||||||||
Vesting rights | with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. | |||||||||||||||||||
Rik Willard [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Pay a lump | $ 12,801 | |||||||||||||||||||
Non-vested Restricted Stock Units | $ 5,400,000 | |||||||||||||||||||
Common stock shares transferred | 1,750,000 | |||||||||||||||||||
Rik Willard [Member] | September 30 2024 [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Final payment | $ 18,000 | |||||||||||||||||||
Rik Willard [Member] | Amended Employment Agreement [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Number of restricted stock | 5,400,000 | |||||||||||||||||||
Rik Willard [Member] | Amended Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Shares vest | 2,700,000 | |||||||||||||||||||
Steven Saunders [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Pay a lump | $ 24,000 | |||||||||||||||||||
Installments pay | 73,500 | |||||||||||||||||||
Non-vested Restricted Stock Units | $ 3,000,000 | |||||||||||||||||||
Steven Saunders [Member] | August 31 2023 [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Final payment | 18,000 | |||||||||||||||||||
Steven Saunders [Member] | Amended Employment Agreement [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Number of restricted stock | 3,000,000 | |||||||||||||||||||
Steven Saunders [Member] | Amended Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Shares vest | 1,500,000 | |||||||||||||||||||
Willard Six Month Severance [Member] | February 28 2023 Until July 31 2024 [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Installments pay | 75,806 | |||||||||||||||||||
Willard Six Month Severance Secondary [Member] | August 31 2023 Until January 31 2024 [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Installments pay | 4,806 | |||||||||||||||||||
Scotland Premisis [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Rented premises | 0 | $ 4,264 | ||||||||||||||||||
Vacated the premises | Jul. 14, 2022 | |||||||||||||||||||
Virtual Office Space [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Monthly rate | 100 | |||||||||||||||||||
New York Premisis [Member] | ||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||
Rented premises | 1,200 | $ 1,200 | ||||||||||||||||||
Monthly rate | $ 200 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Aug. 01, 2023 shares |
Common Stock [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Issuance of Series C Preferred Shares, shares | 312,500 |