Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-260902 | ||
Entity Registrant Name | Bubblr, Inc. | ||
Entity Central Index Key | 0001873722 | ||
Entity Tax Identification Number | 86-2355916 | ||
Entity Incorporation, State or Country Code | WY | ||
Entity Address, Address Line One | 21 West 46th Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | (646) | ||
Local Phone Number | 814-7184 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 20,666,086 | ||
Entity Common Stock, Shares Outstanding | 155,738,983 | ||
Share Price | $ 0.241 | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Former Auditor [Member] | |||
Entity Information [Line Items] | |||
Auditor Firm ID | 6117 | ||
Auditor Name | Pinnacle Accountancy Group of Utah | ||
Auditor Location | Farmington, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 32,533 | $ 62,967 |
Other receivables | 9,884 | 17,966 |
Advances receivable | 80,251 | |
Total current assets | 42,417 | 161,184 |
Non-current Assets: | ||
Property and equipment, net | 47,956 | 69,620 |
Intangible assets, net | 1,325,995 | 1,627,010 |
Total non-current assets | 1,373,951 | 1,696,630 |
TOTAL ASSETS | 1,416,368 | 1,857,814 |
Current Liabilities: | ||
Accounts payable | 141,605 | 200,666 |
Accrued liabilities | 50,094 | 21,415 |
Loan payable, current portion | 11,987 | 13,400 |
Loan payable - related party | 392,170 | 509,339 |
Total current liabilities | 595,856 | 744,820 |
Non-current Liabilities: | ||
Convertible note payable - net of discount of $69,714 | 2,218,066 | |
Loan payable, non-current portion | 10,465 | 22,518 |
Loan payable – related party, non-current portion | 525,291 | |
Warrant derivative liability | 198,479 | |
Total non-current liabilities | 734,235 | 2,240,584 |
Total Liabilities | 1,330,091 | 2,985,404 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.01 par value, 3,000,000,000 shares authorized; 154,309,318 and 140,186,096 shares issued and outstanding at December 31, 2022 and 2021 | 1,543,093 | 1,401,861 |
Additional paid-in capital | 11,006,607 | 5,478,801 |
Accumulated deficit | (12,875,437) | (8,385,496) |
Accumulated other comprehensive income | 412,013 | 377,244 |
Total Stockholders' Equity (Deficit) | 86,277 | (1,127,590) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 1,416,368 | 1,857,814 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, Value, Issued | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021 USD ($) $ / shares shares |
Debt Instrument, Unamortized Discount (Premium), Net | $ | $ 69,714 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 |
Common Stock, Shares Authorized | 3,000,000,000 |
Common Stock, Shares, Issued | 140,186,096 |
Common Stock, Shares, Outstanding | 140,186,096 |
Series C Preferred Stock [Member] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000 |
Preferred Stock, Shares Outstanding | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses | ||
General and administrative | $ 65,551 | $ 126,399 |
Professional fees | 2,879,759 | 2,069,876 |
Market and regulation costs | 198,455 | 170,441 |
Compensation | 671,224 | 612,735 |
Amortization and depreciation | 387,302 | 379,887 |
Research and development | 94,645 | 302,808 |
Total operating expense | 4,296,936 | 3,662,146 |
Operating loss | (4,296,936) | (3,662,146) |
Other income (expense) | ||
Other income | 142,212 | 75,263 |
Interest income | 1,553 | 1,554 |
Gain on debt settlement | 5,000 | |
Interest expense | (575,777) | (65,316) |
Gain on change in fair value of warrant derivative liability | 494,753 | |
Foreign currency transaction loss | (191,454) | (47,842) |
Total other income (expense) | (128,713) | (31,341) |
Net loss before income tax | (4,425,649) | (3,693,487) |
Provision for income tax | ||
Net loss after income tax | (4,425,649) | (3,693,487) |
Other comprehensive income (loss) | ||
Foreign currency translation gain | 34,769 | 23,151 |
Total other comprehensive income (loss) | 34,769 | 23,151 |
Net comprehensive loss | $ (4,390,880) | $ (3,670,336) |
Net loss per common share, basic and diluted | $ (0.03) | $ (0.03) |
Weighted average number of common shares outstanding, basic and diluted | 150,418,280 | 137,655,505 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Treasury Stock, Common [Member] | Total |
Balance - December 31, 2021 at Dec. 31, 2020 | $ 1,325,652 | $ 3,704,045 | $ (4,692,009) | $ 354,093 | $ (60,000) | $ 631,781 | |||
Shares, Issued at Dec. 31, 2020 | 2 | 132,565,225 | |||||||
Issuance of common shares for conversion of Preferred B shares | $ 27 | 5,973 | 6,000 | ||||||
[custom:PreferredBSharesConvertedToCommonSharesShares] | (2) | 2,651 | |||||||
Issuance of common shares for Services - -Executive Board | $ 5,612 | 1,637,743 | 1,643,355 | ||||||
[custom:StockIssuedDuringPeriodSharesIssuedForServicesAdvisoryBoard] | 561,220 | ||||||||
Issuance of common shares for Services – Consulting | $ 570 | 131,040 | 131,610 | ||||||
Stock Issued During Period, Shares, Issued for Services | 57,000 | ||||||||
Issuance of Special 2019 Series A Preferred Stock to related party in satisfaction of debt | 60,000 | 60,000 | |||||||
Stock Issued During Period, Shares, Other | 1 | ||||||||
Issuance of common shares for debt conversion | $ 45,000 | 45,000 | |||||||
Stock Issued During Period, Shares, Conversion of Units | 4,500,000 | ||||||||
Issuance of common shares for note conversion | $ 25,000 | 25,000 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,500,000 | ||||||||
Net loss | (3,693,487) | (3,693,487) | |||||||
Other comprehensive income | 23,151 | 23,151 | |||||||
[custom:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterestShares] | |||||||||
Issuance of common shares for debt conversion | 70,000 | ||||||||
Issuance of common shares for Series C Preferred Shares Dividend | |||||||||
Vesting of restricted stock units | |||||||||
Balance -December 31, 2022 at Dec. 31, 2021 | $ 1,401,861 | 5,478,801 | (8,385,496) | 377,244 | (1,127,590) | ||||
Shares, Issued at Dec. 31, 2021 | 1 | 140,186,096 | |||||||
Issuance of common shares for conversion of Preferred B shares | |||||||||
Issuance of common shares for Services - -Executive Board | $ 1,480 | 73,980 | 75,460 | ||||||
Issuance of common shares for Services – Consulting | $ 78,741 | 1,965,320 | 2,044,061 | ||||||
Stock Issued During Period, Shares, Issued for Services | 7,874,108 | ||||||||
Issuance of Special 2019 Series A Preferred Stock to related party in satisfaction of debt | |||||||||
Stock Issued During Period, Shares, Conversion of Units | 140,000 | ||||||||
Issuance of common shares for note conversion | $ 47,061 | 2,305,987 | 2,353,048 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,706,096 | ||||||||
Net loss | (4,425,649) | (4,425,649) | |||||||
Other comprehensive income | 34,769 | 34,769 | |||||||
[custom:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterestShares] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 147,960 | ||||||||
Issuance of common shares for Equity Finance Agreement Incentive | $ 7,930 | 371,884 | 379,814 | ||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | 793,039 | ||||||||
Issuance of common shares for debt conversion | $ 1,400 | 26,600 | 28,000 | ||||||
Issuance of common shares for loan waiver | $ 3,452 | 68,251 | $ 71,703 | ||||||
[custom:StockIssuedDuringPeriodSharesCompensationLoanWaiverSeriesC] | 345,220 | 345,220 | |||||||
Issuance of common shares for Series C Preferred Shares Dividend | $ 1,168 | 20,965 | $ 22,133 | ||||||
[custom:StockIssuedDuringPeriodForSeriesCPreferredDividendShares] | 116,799 | ||||||||
Issuance of Series C Preferred Shares | $ 1 | 95,767 | 95,768 | ||||||
Stock Issued During Period, Shares, New Issues | 903 | ||||||||
Repurchase and cancellation of Special 2019 Series A Preferred Stock via issuance of related party note payable | (60,000) | (60,000) | |||||||
Stock Repurchased During Period, Shares | (1) | ||||||||
Vesting of restricted stock units | 659,052 | 659,052 | |||||||
[custom:VestingOfDeferredStockBasedCompensationShares] | |||||||||
Series C Preferred Shares Dividend | (64,292) | (64,292) | |||||||
[custom:StockIssuedDuringPeriodSharesStockDividend] | |||||||||
Balance -December 31, 2022 at Dec. 31, 2022 | $ 1 | $ 1,543,093 | $ 11,006,607 | $ (12,875,437) | $ 412,013 | $ 86,277 | |||
Shares, Issued at Dec. 31, 2022 | 903 | 154,309,318 |
Consolidated Statements of Cash
Consolidated Statements of Cashflows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,425,649) | $ (3,693,487) |
Net loss to net cash used in operating activities: | ||
Stock based compensation | 2,119,521 | 1,774,965 |
Vesting of restricted stock units | 659,052 | |
Stock based finance incentive | 451,517 | |
Gain on settlement of debt | (5,000) | |
Gain on change in fair value of warrant derivative liability | (494,753) | |
Amortization of debt discount | 69,714 | 34,858 |
Amortization of intangible asset | 372,976 | 366,329 |
Depreciation | 14,326 | 13,322 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in other receivables | 2,637 | (4,772) |
Increase (decrease) in accounts payable | 8,727 | (73,176) |
Increase in accrued liabilities | 52,231 | 9,025 |
Net cash used in operating activities | (1,169,701) | (1,577,936) |
Cash flows from investing activities | ||
Purchase of fixed assets | (18,630) | |
Proceeds from repayment of advances receivable | 1,231 | |
Purchase of intangible assets | (238,897) | (422,863) |
Net cash used in investing activities | (237,666) | (441,493) |
Cash flows from financing activities | ||
Payment of dividends | (20,026) | |
Proceeds from loans payable | 15,000 | |
Repayment of loans payable | (29,943) | (10,792) |
Proceeds from loans payable - related party | 520,758 | 81,162 |
Repayment of loans payable - related party | (77,940) | (303,068) |
Net proceeds from issuance of Series C Preferred Stock and associated warrants | 789,000 | |
Proceeds from issuance of convertible notes payable | 2,183,208 | |
Net cash provided by financing activities | 1,196,849 | 1,950,510 |
Effects of exchange rate changes on cash | 180,084 | 35,284 |
Net Change in Cash | (30,434) | (33,635) |
Cash - Beginning of Period | 62,967 | 96,602 |
Cash - End of Period | 32,533 | 62,967 |
Supplemental information: | ||
Cash paid for interest | 7,556 | 4,722 |
Cash paid for taxes | ||
Non-cash investing and financing activities | ||
Original issue discount on convertible notes | 104,572 | |
Common stock issued for conversion of debt | 28,000 | 70,000 |
Special 2019 Series A Preferred Stock issued to/from Treasury to related party in increase/satisfaction of debt | 60,000 | |
Common stock issued to related party for conversion of Series B Preferred Stock | 6,000 | |
Warrant liability | 721,275 | |
Declared dividends | 22,133 | |
Repurchase and cancellation of Special 2019 Series A Preferred Stock via issuance of related party note payable | 60,000 | |
Assignment of advances repayable to debt payable | 71,540 | |
Common stock issued for conversion of notes | 2,353,048 | |
Common stock issued in satisfaction of dividend payable | $ 22,133 |
NOTE 1 - ORGANIZATION, BUSINESS
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY | NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY Organization and Operations On March 26, 2020, Bubblr Holdings Ltd. (a UK company formed on February 18, 2016) merged into U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation formed on October 22, 2019 100% Bubblr, Inc. is an application software company that is currently developing its disruptive Ethical Web platform This WEB.Ɛ platform will provide a holistic view of progress in the development of digital products, services and teams — designed to inform our ability to use our in-house and code and that of our partners, lead advances in development criteria, and respond quickly to shifts in trends and applications. Going Concern Matters The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $4,390,880 $12,875,437 $553,439 Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. (see Note 15 – Subsequent Events). There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company instituted some temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of at December 31, 2022. Most of the restrictions imposed by governments worldwide have now been relaxed. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change, as new events occur, and additional information is obtained. |
NOTE 2 - SIGNIFICANT ACCOUNTING
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. All significant inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company uses the Black Scholes Options Pricing Model to estimate the value of its derivative liabilities and remeasures them at each reporting period. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At December 31, 2022, the warrant liabilities balance was $198,479 Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period ). Common Stock Purchase Warrants and Derivative Financial Instruments Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. Basic and Diluted Net Loss per Common Share Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. For the year ended December 31, 2022 and 2021, the following outstanding stock equivalents were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. December 31, 2022 2021 (Shares) (Shares) Series C Preferred Stock 3,384,135 — Warrants 2,358,101 — Convertible Notes — 2,007,994 Total 5,742,236 2,007,994 Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company leases office space that meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Intangible Assets The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Research and Development Research and Development costs are evaluated by the Company to determine if they meet the requirements to be capitalized as intellectual property. The criteria the Company uses to determine the treatment of research and development are: • There is a clearly defined project • Expenditure is separately identifiable • The project is commercially viable • The project is technically feasible • Project income is expected to outweigh cost • Resources are available to complete the project Any research and development costs that do not meet the requirements are expensed in the period in which they occur. United Kingdom tax incentive reduces company Research and Development costs by offering tax offsets for eligible Research and Development expenditure. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position. For the years ended December 31, 2022 and 2021, the Company received other income of $142,212 $75,263 Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Computer equipment 3 years Fixtures and Furniture 5 years Vehicles 10 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. Beneficial Conversion Feature In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early-adopted the new guidance on January 1, 2021 . As the result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible notes described in Note 8 – Convertible Notes Payable. Foreign Currency Translations The functional currency of the Company’s international subsidiaries is generally their local currency of Great British pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income. December 31, 2022 2021 Year-end GBP£:US$ exchange rate 1.2101 1.3527 Annual average GBP£:US$ exchange rate 1.2430 1.3767 Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaling $191,454 $47,842 Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions. UK Taxes We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns. UK Tax Risk Companies which are incorporated outside the UK may become subject to UK taxes in a number of circumstances, including circumstances in which (1) they are deemed resident in the UK for tax purposes by reason of their central management and control being exercised from the UK or (2) they are treated as carrying on a trade, investing or carrying on any other business activity in the UK, whether or not through a UK Permanent Establishment (“PE”). In addition, the Finance Act 2015 introduced a new tax known as the diverted profits tax (“DPT”) which is charged at 25% of any “taxable diverted profits.” The DPT has had effect since April 1, 2015 and may apply in circumstances including: (1) where arrangements are designed to ensure that a non-UK resident company does not carry on a trade in the UK through a PE; and (2) where a tax reduction is obtained through the involvement of entities or transactions lacking economic substance. We intend to operate in such a manner that none of our companies should be subject to the UK DPT and that none of our companies (other than those companies incorporated in the UK) should: (1) be treated as resident in the UK for tax purposes; (2) carry on a trade, invest or carry on any other business activity in the UK (whether or not through a UK PE). However, this result is based on certain legal and factual determinations, and since the scope and the basis upon which the DPT will be applied by HM Revenue & Customs (“HMRC”) in the UK remains uncertain and since applicable law and regulations do not conclusively define the activities that constitute conducting a trade, investment or business activity in the UK (whether or not through a UK PE), and since we cannot exclude the possibility that there will be a change in law that adversely affects the analysis, HMRC might successfully assert a contrary position. The terms of an income tax treaty between the UK and the home country of the relevant Bubblr subsidiary, if any, could contain additional protections against UK tax. Any arrangements between UK-resident entities of Bubblr and other entities of Bubblr are subject to the UK transfer pricing regime. Consequently, if any agreement between a UK resident entity of Bubblr and any other Bubblr entity (whether that entity is resident in or outside of the UK) is found not to be on arm’s length terms and as a result a UK tax advantage is being obtained, an adjustment will be required to compute UK taxable profits as if such an agreement were on arm’s length terms. Any transfer pricing adjustment could adversely impact the tax charge incurred by the relevant UK resident entities of Bubblr. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
NOTE 3 _ OTHER RECEIVABLES
NOTE 3 – OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
NOTE 3 – OTHER RECEIVABLES | NOTE 3 – OTHER RECEIVABLES As of December 31, 2022 and 2021, other receivables consisted of the following: December 31, December 31, 2022 2021 Deposit $ 200 $ 2,682 UK VAT receivable 9,684 15,084 Prepayments — 200 Total other receivables $ 9,884 $ 17,966 The UK company moved premises in the year and $2,462 |
NOTE 4 _ ADVANCES RECEIVABLE
NOTE 4 – ADVANCES RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 4 – ADVANCES RECEIVABLE | NOTE 4 – ADVANCES RECEIVABLE As of December 31, 2022 and 2021, cash advances receivable consisted of the following: December 31, December 31, 2022 2021 Advance receivable - G $ 58,606 $ 54,529 Advance receivable - J 21,643 21,643 Repayment received (1,231 ) — Interest due 1,891 4,079 Assignment of receivable (71,540 ) — Effects of Currency translation (9,369 ) — Total advances receivable $ — $ 80,251 The advance labelled Advance principal receivable-G carries an interest rate of 3% $1,231 $0 On December 20, 2022, our founder, Mr. Stephen Morris, came to agreement with the Company to have all risks and responsibilities in connection to the collection of the advances assigned to him. As a result, the loan payable to Mr. Morris was reduced by the same amount of $71,540 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT As of December 31, 2022 and 2021, property and equipment consisted of the following: Motor Vehicles Computer Equipment Office Equipment Total Cost At December 31, 2021 $ 63,576 $ 31,500 $ 629 $ 95,705 Additions — — — — Effects of currency translation ( 6,701 ) ( 3,321 ) ( 66 ) ( 10,088 ) At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617 Less accumulated depreciation At December 31, 2021 $ 14,092 $ 11,710 $ 283 $ 26,085 Depreciation expense 6,052 8,161 113 14,326 Effects of currency translation ( 1,485 ) ( 1,235 ) ( 30 ) ( 2,750 ) At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661 Net book value At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956 At December 31, 2021 $ 49,484 $ 19,790 $ 346 $ 69,620 During the years ended December 31, 2022 and 2021, the Company recorded purchases of $0 $18,630 $14,326 $13,322 |
NOTE 6 - INTANGIBLE ASSETS
NOTE 6 - INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 6 - INTANGIBLE ASSETS | NOTE 6 - INTANGIBLE ASSETS Patents A Patent on the Internet-Search Mechanism (“IBSM”) has been granted in the United States, South Africa, Canada, New Zealand. and Australia. The patent is currently pending in the European Union and the United Kingdom. A Patent entitled “Contextual Enveloping Via Dynamically Generated Hyperlinking.” (US Patent Application No. 17/980,298) has been filed. This Patents are reported at cost, less accumulated amortization and accumulated impairment loss. Costs includes expenditure that is directly attributable to the acquisition of the asset. Once a patent is providing economic benefit to the Company, amortization is provided on a straight-line basis on all patents over their expected useful lives of 20 years Intellectual Property Intellectual property represents capitalized costs of the Company’s qualifying internal research and developments . 7 years 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 Colour 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 Colour Device Bubblr Limited United Kingdom 9 38 REGISTERED 16-Nov-2019 206383.GB.02 Words and Device Bubblr Limited United States 9 38 41 42 ACCEPTED 206383.US.01 BAU NOT OK/BAU Not OK Series of Marks Bubblr Limited United Kingdom 9 38 REGISTERED 11-Oct-2019 208674.GB.01 NEWZMINE/NewzMine Series of Marks Bubblr Limited United Kingdom 9 38 42 REGISTERED 25-Dec-2020 227753.GB.01 The Company capitalizes trademark costs where the likelihood of acceptance is expected. Each trademark has been determined to have an infinite useful life and is assessed each reporting period for impairment. If there has been a reduction in the value of the trademark or if the trademark is not successfully registered, the asset will be impaired and charged to expense in the period of impairment. As of December 31, 2022 and 2021, trademarks consisted of the following: December 31, December 31, 2022 2021 Trademarks: NewzMine TM $ 9,920 $ 9,636 Citizens Journalist™ 25,367 23,193 Effects of currency translation ( 3,461 ) — $ 31,826 $ 32,829 As of December 31, 2022 and 2021, intangible assets consisted of the following: Cost Patents Trademarks Intellectual Property Capitalized Acquisition Costs Total At December 31, 2021 $ 151,860 $ 32,829 $ 2,861,906 $ 45,745 $ 3,092,340 Additions 32,449 2,458 203,990 — 238,897 Effects of currency translation ( 16,009 ) ( 3,461 ) ( 301,698 ) — ( 321,168 ) At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Less accumulated amortization At December 31, 2021 $ — $ — $ 1,463,042 $ 2,288 $ 1,465,330 Amortization expense 4,947 — 365,741 2,288 372,976 Effects of currency translation — — ( 154,232 ) — ( 154,232 ) At December 31, 2022 $ 4,947 $ — $ 1,674,551 $ 4,576 $ 1,684,074 Net book value At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 At December 31, 2021 $ 151,860 $ 32,829 $ 1,398,864 $ 43,457 $ 1,627,010 During the year ended December 30, 2022 and 2021, the Company purchased $238,897 $422,863 $372,976 $366,329 $0 $0 Year ended December 31, Patents Intellectual Property Capitalized Acquisition Costs Total 2023 $ 8,168 $ 155,664 $ 2,288 $ 166,120 2024 8,168 155,664 2,288 166,120 2025 8,168 155,664 2,288 166,120 2026 8,168 155,664 2,288 166,120 2027 8,168 155,664 2,288 166,120 Thereafter 122,513 311,327 29,729 463,569 $ 163,353 $ 1,089,647 $ 41,169 $ 1,294,169 |
NOTE 7 _ ACCRUED LIABILITIES
NOTE 7 – ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
NOTE 7 – ACCRUED LIABILITIES | NOTE 7 – ACCRUED LIABILITIES As of December 31, 2022 and 2021, accrued liabilities consisted of the following: December 31, December 31, 2022 2021 Accrued Interest $ 3,143 $ 21,415 Dividend Payable 22,133 — Payroll Payable 24,818 — Total accrued liabilities $ 50,094 $ 21,415 |
NOTE 8 - CONVERTIBLE NOTES PAYA
NOTE 8 - CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 8 - CONVERTIBLE NOTES PAYABLE | NOTE 8 - CONVERTIBLE NOTES PAYABLE In January 2021, the Company commenced an offering for a convertible promissory note. The offering closed June 30, 2021. Funds raised during the six months ended June 30, 2021 totaled $2,112,150 $104,572 $2,007,578 Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share. Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes. Interest accrual and debt discount amortization commenced July 1, 2021 upon the closing of the convertible promissory note offering. In November 2021 the Company commenced an offering for a convertible promissory note. The offering closed November 5, 2021. Funds raised as of November 5, 2021 totaled $175,630 18 Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share. Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share. Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes. Interest accrual commenced December 1, 2021 upon the closing of the convertible promissory note offering. On September 1, 2022 the note holders of the convertible promissory note issued June 30, 2021 and November 5, 2021 passed, by a majority, an amendment of Section 6 of the Notes. Section 6 of each of the Notes is hereby amended and restated in its entirety as follows: Voluntary Conversion. On December 15, 2022, the note holders of the convertible promissory note issued June 30, 2021 and November 5, 2021 passed, by a majority, an amendment of Section 6 of the Notes. Section 6 of each of the Notes is hereby amended and restated in its entirety as follows: Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.” There were no accounting ramifications as a result of the above amendments. At December 31, 2022 and 2021, convertible notes consisted of the following. December 31, December 31, 2022 2021 Promissory notes - issued in fiscal year 2021 $ 2,287,780 $ 2,278,780 Total convertible notes payable 2,287,780 2,278,780 Less: unamortized debt discount — (69,714 ) Less: notes converted to common stock ( 2,287,780 ) — Less: current portion of convertible notes — — Long-term convertible notes $ — $ 2,218,066 During the years ended December 31, 2022 and 2021, the Company recorded interest expense of $43,853 $21,415 $69,714 $34,858 $0.50 $0 $21,415 4,706,096 December 31, 2022 Convertible notes payable $ 2,287,780 Interest due on notes 65,268 Total convertible notes payable $ 2,353,048 Common shares issued at voluntary conversion rate of $0.50 4,706,096 During the year ended December 31, 2021, the Company converted the 2019 note of $25,000 2,500,000 |
NOTE 9 _ LOAN PAYABLE
NOTE 9 – LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 9 – LOAN PAYABLE | NOTE 9 – LOAN PAYABLE On February 4, 2022 the Company issued a promissory note for the principal sum of $20,000 25% $20,000 $15,000 $5,000 The Company has purchased a vehicle under a capital finance arrangement. The term of this loan is 5 years 6.90% $11,987 $13,400 $10,465 $22,518 $9,943 $10,792 At December 31, 2022, future minimum payments under the loan, are as follows: Total 2023 $ 12,314 2024 11,288 Thereafter — 23,602 Less: Imputed interest ( 1,150 ) Loan payable 22,452 Loan payable – current 11,987 Loan payable - non-current $ 10,465 |
NOTE 10 - RELATED PARTY TRANSAC
NOTE 10 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
NOTE 10 - RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS Loans from Related Parties The Company has a loan from our founder, Stephen Morris, with a balance of $899,309 $428,177 Loan 1. On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment. In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD the Company shall pay to Mr. Morris an amount equal to £115,000 GBP as an installment payment on the principal of the Loan, and the balance of the principal of the Loan shall be paid at the Maturity Date On September 6, 2022, the Company entered into a second amendment (the “Amendment”) with Bubblr Limited and Mr. Morris to add $60,000 On December 20, 2022, the Company amendment (the “Amendment”) with Bubblr Limited and Mr. Morris $71,540 $71,540 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 no 3 years The Company received $501,049 $0 $0 $0 $11,540 $66,000 Year Ended Year Ended December 31, 2022 2021 Beginning balance $ 428,177 $ 500,915 Effects of currency translation (42,619 ) (6,738 ) Loan Payable 385,558 494,177 Conversions from (into) preferred stock 60,000 (66,000 ) Assignment of advances receivable (71,540 ) Balance – current $ 374,018 $ 428,177 Add: additions – non-current $ 501,049 $ — Effects of currency translation 24,242 — Balance – non-current $ 525,291 $ — Ending balance $ 899,309 $ 428,177 At December 31, 2020, the Company had loans from two minority shareholders totaling $297,006 $81,162 February 28, 2022 $19,709 20% February 15, 2023 $19,709 $81,162 $77,940 $303,068 accrued interest of $3,143 $0 December 31, December 31, 2022 2021 Beginning balance $ 81,162 $ 297,006 Effects of currency translation (4,779 ) 6,062 Loan Payable 76,383 303,068 Add: additions 19,709 81,162 Less: repayments (77,940 ) (303,068 ) Ending balance $ 18,152 $ 81,162 |
NOTE 11 - WARRANT LIABILITY
NOTE 11 - WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
NOTE 11 - WARRANT LIABILITY | NOTE 11 - WARRANT LIABILITY The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 13) for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the instrument should be classified as a liability due to reset provisions and variability in exercise price resulting in there being no fixed value or explicit limit to the number of shares to be delivered upon exercise. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our warrant liabilities to be a Level 3 fair value measurement during the year based on management’s estimate of the expected future cash flows required to settle the liabilities and used the Black Scholes pricing model to calculate the fair value as of December 31, 2022. The Black Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black Scholes valuation model. For the year ended December 31, 2022, the estimated fair values of the warrant liabilities measured on a recurring basis are as follows Year Ended December 31, 2022 Expected term 2.09 2.50 Expected average volatility 177 220% Expected dividend yield 8.33% Risk-free interest rate 1.50 4.73% The following table summarizes the changes in the warrant liabilities during the year ended December 31, 2022: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Warrant liability as of December 31, 2021 $ — Addition of new warrant liabilities 721,275 Day-one loss ( 28,043 ) Change in fair value of warrant liability ( 494,753 ) Warrant liability as of December 31, 2022 $ 198,479 |
NOTE 12 _ INCOME TAXES
NOTE 12 – INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 – INCOME TAXES | NOTE 12 – INCOME TAXES The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. For the years ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following: Year Ended December 31, 2022 2021 Tax jurisdiction from: - Local $ (3,589,034 ) $ (2,403,201 ) - Foreign (836,615 ) (1,290,286 ) Loss before income taxes $ (4,425,649 ) $ (3,693,487 ) The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022 and 2021, are as follows: Year Ended December 31, 2022 2021 Net Operating loss carryforward $ 4,425,649 $ 3,693,487 Effective tax rate 21 % 21% Deferred tax asset 929,386 775,632 Foreign taxes (594,740 ) (25,806) Less: valuation allowance (334,646 ) (749,826) Net deferred tax asset $ — $ — The Company has provided for a full valuation allowance against the deferred tax assets, on the expected future tax benefits from the net operating loss carryforwards, as the management believes it is more likely than not that these assets will not be realized in the future. The valuation allowance decreased by $415,180 $529,901 United States of America Bubblr, Inc. is registered in the State of Wyoming and is subject to the tax laws of United States of America at a standard tax rate of 21% As of December 31, 2022, the operations in the United States of America incurred approximately $6,254,197 The Company’s tax returns are subject to examination by United States tax authorities beginning with the year ended December 31, 2017. United Kingdom The Company’s subsidiaries operating in the United Kingdom (“UK”) are subject to tax at a standard income tax rate of 19% As of December 31, 2021, the operations in the UK incurred $5,721,821 $5,721,821 The Company’s tax returns are subject to examination by HM Revenue & Customs, for the years ended 2022 and 2021. |
NOTE 13 - STOCKHOLDERS_ EQUITY
NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has authorized 25,000,000 $0.001 Special 2019 Series A Preferred Stock The Company has designated one ( 1 $0.001 On March 12, 2021, the Company amended the designation of the Special 2019 Series A Preferred shares and removed the right of the holder to convert the Special 2019 Series A Preferred share to 500,000,000 shares of common stock of the Company. The holder of the Special 2019 Series A Preferred Stock is entitled to 60% of all votes entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. On September 6, 2022, the Company repurchased for $60,000 As of December 31, 2022 and 2021, the Company had 0 1 Series B Preferred Stock At December 31, 2022 and 2021, the Company had designated 0 0 $0.001 Prior to the retirement of the Series B Preferred Stock, the following designations were in effect: Holders of the Series B Preferred Stock shall after two years of issuance, convert this Class B Preferred Stock based on each Class B Preferred Share equaling .00001% of the total issued and outstanding Common shares of the Company. In the event of a merger, reorganization, recapitalization or similar event of or with respect to the Corporation (other than a Corporate Change in which the Corporation is the surviving entity), this Class B Preferred Stock shall be converted based on each Class B Preferred Share equaling .00001% of the total issued and outstanding shares of common stock of the Company. During 2021, the Company converted the 2 2,650 $6,000 As of December 31, 2022 and 2021, the Company had 0 Series C Convertible Preferred Stock On March 4, 2022, the Company filed a Certificate of Designation with the Wyoming Secretary of State, which established 2,000 $1,200 During the year ended December 31, 2022, the Company declared dividends of $64,292 $22,133 116,799 $20,026 $22,133 The Company has the right to redeem the Series C Convertible Preferred Stock, in accordance with the following schedule: • If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends. • If all of the Series C Convertible Preferred Stock are redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and • The Company shall pay a dividend of 8% The Series C Convertible Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation). Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202. On March 4, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to $700,000 700 On March 4, 2022, the Company issued to GHS the first tranche of 300 35 941,599 75% GHS delivered gross proceeds of $266,000 On March 9, 2022, the Company entered a Securities Purchase Agreement with Proactive Capital Partners LP (“Proactive”), whereby Proactive agreed to purchase 160 The Company agreed to issue Proactive commitment shares of 8 472,205 75% On March 9, 2022, the Company issued 168 $155,000 On April 24, 2022 the Company issued the second tranche of 200 hares of Series C Convertible Preferred Stock and 562,149 $184,000 On May 25, 2022 the Company issued the third tranche of 100 hares of Series C Convertible Preferred Stock and 281,074 $92,000 On June 24, 2022 the Company issued the fourth tranche of 100 hares of Series C Convertible Preferred Stock and 281,074 $92,000 On September 7, 2022, our wholly owned subsidiary, Bubblr Limited, entered into a new loan agreement (the “Loan Agreement”) with Mr. Morris for £434,060 ( $525,291 USD at December 31, 2022). In order to enter into the new loan, 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, in exchange for our company issuing 345,220 281,000 64,220 $71,703 expense. As a result of the above transactions, the Company received total net proceeds of $789,000 $721,275 $28,043 $95,768 903 0 Common Stock The Company has authorized 3,000,000,000 $0.01 During the years ended December 31, 2022 and 2021, the Company issued common shares as follows: Year ended December, 2021 • 561,220 $1,463,355 • 57,000 $131,610 • 2,651 $6,000 • 7,000,000 shares for the conversion of debt valued at $70,000 . The debt consisted of the 2019 Convertible promissory Note of $25,000 , plus an accrued consulting fee of $50,000 . The Company recorded other income with respect to a gain on the settlement of the accrued consulting fee of $5,000 (see Note 8 - Convertible Note Payable) Year ended December 31, 2022 • 147,960 $75,460 • 7,874,108 $2,044,061 • 140,000 shares for Debt conversion of Investor Relations fee valued at $28,000. • 793,039 $379,814 • 345,220 $71,703 • 4,706,096 $2,353,048 • 116,799 $22,133 As at December 31, 2022 and 2021, the Company had 154,309,318 140,186,096 Warrants The Company identified conversion features embedded within warrants issued during the year ended December 31, 2022. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments in redemption value and number of shares issued upon exercise (see Note 11 - Warrant Liability). A summary of activity during the period ended December 31, 2022 follows: Warrants Outstanding Number of Weighted Average Weighted Average Warrants Exercise Price (years) Outstanding, December 31, 2021 — $ — — Granted 2,538,101 0.32 4.27 Exercised — — — Forfeited/canceled — — — Outstanding, December 31, 2022 2,538,101 $ 0.32 4.27 Exercisable Warrants, December 31, 2022 2,538,101 $ 0.32 4.27 The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2022: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Warrants Contractual life Exercise Price Shares Exercise Price 941,599 4.18 $ 0.34 941,599 $ 0.34 472,205 4.19 0.34 472,205 0.34 562,149 4.32 0.35 562,149 0.35 281,074 4.40 0.22 281,074 0.22 281,074 4.48 0.22 281,074 0.22 2,538,101 4.27 $ 0.32 2,538,101 $ 0.32 As at December 31, 2022 the intrinsic value of the warrants is $0 Equity Incentive Plan On May 25, 2022, our board of directors and majority shareholders approved the adoption of the Bubblr, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) and, unless earlier terminated, will continue until May 25, 2032. A total of 28,400,000 If the employee is terminated for cause, the employee will forfeit the Restricted Stock Units (“RSUs”) awarded to date. 8,400,000 4,200,000 shares of performance-based stock compensation were scheduled to vest on each of June 1, 2023 and June 1, 2024, respectively. The Company had elected to treat the award as a single award of 8,400,000 The RSUs were valued at $2,259,600 $0.269 $659,052 $1,600,548 The remaining unvested award was scheduled to vest $1,129,800 and $470,748 during the years ended December 31, 2023 and 2024, respectively. The award of 8,400,000 $1,600,548 (See Note 15 – Subsequent Events) 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 million upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission. The registration statement on Form S-1 was effective as of June 24, 2022. During the year ended December 31, 2022 GHS has provided $0 In consideration for entering into the EFA, on March 4, 2022 the Company issued 587,039 $234,522 |
NOTE 14 - COMMITMENTS AND CONTI
NOTE 14 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 14 - COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES During the years ended December 31, 2022 and 2021, the Company paid $5,354 $8,153 July 14, 2022 $100 During the years ended December 31, 2022 and 2021, the Company paid $1,600 $600 12 $200 The Company entered into an employment agreement with Steven Saunders, our then-Chief Commercial Officer and Director. The term was three years commencing July 1, 2021. Mr. Saunders was to receive monthly cash compensation of $15,000 $3,820 $5,000,000 The Company entered into an employment agreement with Rik Willard to act as Chief Executive Officer of the Company and as Director. The term was 1 year commencing August 15, 2021. Mr. Willard was to receive monthly cash compensation of $15,000 $3,000 $5,000,000 102,040 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 (Note 13) with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He was also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two year non-solicit restrictive covenant. The agreement will automatically renew for a further year on May 31, 2023. The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022 Equity Incentive Plan (Note 13) with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He was also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two year non-solicit restrictive covenant. 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. (see Note 15 - Subsequent Events) The Company entered into employment agreement with Stephen Morris, our Founder and Chief Technology Officer. The term is three years commencing July 1, 2021. Mr. Morris is to receive monthly cash compensation of $15,000 $4,790 $5,000,000 On March 25, 2022, the Company entered into a service agreement with PCG Advisory, Inc. The term was six months |
NOTE 15 - SUBSEQUENT EVENTS
NOTE 15 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
NOTE 15 - SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements and noted the following significant events requiring disclosure. On February 15, 2023, the Company filed a request to withdraw the registration statement on Form S-1 File No. 333-267373 initially filed September 9, 2022 and amended September 14, 2022. Investor Relations On February 14, 2023, the Company entered into a consulting agreement with Beyond Media SEZC. The term is twelve months commencing February 14, 2023. Beyond Media will receive cash of $7,000 per month and were issued 1,000,000 shares of common stock valued at $180,000 in consideration for entrance into the agreement. On February 23, 2023 the Company entered into a consulting agreement with Milestone Management Services. The term is six months commencing February 23, 2023. Milestone Management were issued 325,000 shares of common stock valued at $84,338 in consideration for entrance into the agreement. On January 23, 2023, 58,091 shares of common stock valued at $7,000 were issued to a consultant for investor relation services. On February 24, 2023, 46,574 shares of common stock valued at $7,000 were issued to a consultant for investor relation services. Steven Saunders, Rik Willard, and Mathew Loeb On January 31, 2023 we entered into a Separation Agreements with Mr. Steven Saunders and Mr. Rik Willard regarding the terms and conditions of their departures from our 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 by February 20, 2023; • We agreed to pay $73,500 in installments monthly over a period of six months; and • A final payment of $18,000 due by August 31, 2023. Mr. Saunders forfeited 3,000,000 non-vested Restricted Stock Units awarded May 31, 2022 under the 2022 Equity Incentive Plan. 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 by February 20, 2023; • We agreed to pay $75,806 in instalments monthly over a period of six months from February 28, 2023 and continuing until July 31, 2023; • We agreed to pay $4,806 in instalments monthly over a period of six months from August 31, 2023 and continuing until January, 31, 2024; • A final payment of $18,000 due by September 30, 2024; and • Our shareholder, Stephen Morris, has agreed to transfer to Mr. Willard 1,750,000 shares of his common stock. Mr. Willard forfeited 5,400,000 non-vested Restricted Stock Units awarded May 31, 2022 under the 2022 Equity Incentive Plan. On February 10, 2023 Mr. Mathew Loeb resigned as Chair of our Board of Directors David Chetwood On February 12 2023, David Chetwood was appointed as Chief Financial Officer and Secretary of our Company. |
NOTE 1 - ORGANIZATION, BUSINE_2
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Operations | Organization and Operations On March 26, 2020, Bubblr Holdings Ltd. (a UK company formed on February 18, 2016) merged into U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation formed on October 22, 2019 100% Bubblr, Inc. is an application software company that is currently developing its disruptive Ethical Web platform This WEB.Ɛ platform will provide a holistic view of progress in the development of digital products, services and teams — designed to inform our ability to use our in-house and code and that of our partners, lead advances in development criteria, and respond quickly to shifts in trends and applications. |
Going Concern Matters | 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 $4,390,880 $12,875,437 $553,439 Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. (see Note 15 – Subsequent Events). There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
COVID-19 | COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company instituted some temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of at December 31, 2022. Most of the restrictions imposed by governments worldwide have now been relaxed. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change, as new events occur, and additional information is obtained. |
NOTE 2 - SIGNIFICANT ACCOUNTI_2
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. The Company’s fiscal year-end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Bubblr Holdings Ltd., Bubblr Ltd., and Bubblr CLN Ltd. All significant inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company uses the Black Scholes Options Pricing Model to estimate the value of its derivative liabilities and remeasures them at each reporting period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The carrying value of the Company’s current assets and liabilities are deemed to be their fair value due to the short-term maturity and realization. During the year ended December 31, 2022, the Company acquired warrant derivative liabilities, which are Level 3 financial instruments that are adjusted to fair market value on reporting dates. At December 31, 2022, the warrant liabilities balance was $198,479 |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on the stock awards’ fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period ). |
Common Stock Purchase Warrants and Derivative Financial Instruments | Common Stock Purchase Warrants and Derivative Financial Instruments Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Pursuant to ASC 260, “Earnings Per Share,” basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. For the year ended December 31, 2022 and 2021, the following outstanding stock equivalents were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. December 31, 2022 2021 (Shares) (Shares) Series C Preferred Stock 3,384,135 — Warrants 2,358,101 — Convertible Notes — 2,007,994 Total 5,742,236 2,007,994 |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company leases office space that meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. |
Intangible Assets | Intangible Assets The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. |
Research and Development | Research and Development Research and Development costs are evaluated by the Company to determine if they meet the requirements to be capitalized as intellectual property. The criteria the Company uses to determine the treatment of research and development are: • There is a clearly defined project • Expenditure is separately identifiable • The project is commercially viable • The project is technically feasible • Project income is expected to outweigh cost • Resources are available to complete the project Any research and development costs that do not meet the requirements are expensed in the period in which they occur. United Kingdom tax incentive reduces company Research and Development costs by offering tax offsets for eligible Research and Development expenditure. Eligible companies with a turnover of less than $20 million receive a refundable tax offset, allowing the benefit to be paid as a cash refund if they are in a tax loss position. For the years ended December 31, 2022 and 2021, the Company received other income of $142,212 $75,263 |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Computer equipment 3 years Fixtures and Furniture 5 years Vehicles 10 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. |
Beneficial Conversion Feature | Beneficial Conversion Feature In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early-adopted the new guidance on January 1, 2021 . As the result of the adoption of this ASU, no beneficial conversion feature was recorded on convertible notes described in Note 8 – Convertible Notes Payable. |
Foreign Currency Translations | Foreign Currency Translations The functional currency of the Company’s international subsidiaries is generally their local currency of Great British pounds (GBP). Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at weighted average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income. December 31, 2022 2021 Year-end GBP£:US$ exchange rate 1.2101 1.3527 Annual average GBP£:US$ exchange rate 1.2430 1.3767 Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain inter-company balances, are included in the statement of operations as other income and expense. Losses on foreign exchange transactions totaling $191,454 $47,842 |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions. UK Taxes We do not consider ourselves to be engaged in a trade or business in the UK and, as such, do not expect to be subject to UK corporate income taxation. We have subsidiaries based in the UK that are subject to the tax laws of that country. Under current law, those subsidiaries are taxed at the applicable corporate income tax rates. Should any UK subsidiaries be deemed to undertake business activities in the US, they would be subject to US corporate income tax in respect of their US activities only. Relief would then be available against the UK tax liabilities in respect of the overseas taxes arising from US activities. At present, this is not applicable as our UK subsidiaries only undertake activities in the UK. Our UK subsidiaries file separate UK income tax returns. UK Tax Risk Companies which are incorporated outside the UK may become subject to UK taxes in a number of circumstances, including circumstances in which (1) they are deemed resident in the UK for tax purposes by reason of their central management and control being exercised from the UK or (2) they are treated as carrying on a trade, investing or carrying on any other business activity in the UK, whether or not through a UK Permanent Establishment (“PE”). In addition, the Finance Act 2015 introduced a new tax known as the diverted profits tax (“DPT”) which is charged at 25% of any “taxable diverted profits.” The DPT has had effect since April 1, 2015 and may apply in circumstances including: (1) where arrangements are designed to ensure that a non-UK resident company does not carry on a trade in the UK through a PE; and (2) where a tax reduction is obtained through the involvement of entities or transactions lacking economic substance. We intend to operate in such a manner that none of our companies should be subject to the UK DPT and that none of our companies (other than those companies incorporated in the UK) should: (1) be treated as resident in the UK for tax purposes; (2) carry on a trade, invest or carry on any other business activity in the UK (whether or not through a UK PE). However, this result is based on certain legal and factual determinations, and since the scope and the basis upon which the DPT will be applied by HM Revenue & Customs (“HMRC”) in the UK remains uncertain and since applicable law and regulations do not conclusively define the activities that constitute conducting a trade, investment or business activity in the UK (whether or not through a UK PE), and since we cannot exclude the possibility that there will be a change in law that adversely affects the analysis, HMRC might successfully assert a contrary position. The terms of an income tax treaty between the UK and the home country of the relevant Bubblr subsidiary, if any, could contain additional protections against UK tax. Any arrangements between UK-resident entities of Bubblr and other entities of Bubblr are subject to the UK transfer pricing regime. Consequently, if any agreement between a UK resident entity of Bubblr and any other Bubblr entity (whether that entity is resident in or outside of the UK) is found not to be on arm’s length terms and as a result a UK tax advantage is being obtained, an adjustment will be required to compute UK taxable profits as if such an agreement were on arm’s length terms. Any transfer pricing adjustment could adversely impact the tax charge incurred by the relevant UK resident entities of Bubblr. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
NOTE 2 - SIGNIFICANT ACCOUNTI_3
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings per Share | December 31, 2022 2021 (Shares) (Shares) Series C Preferred Stock 3,384,135 — Warrants 2,358,101 — Convertible Notes — 2,007,994 Total 5,742,236 2,007,994 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Tranlation Adjustments | December 31, 2022 2021 Year-end GBP£:US$ exchange rate 1.2101 1.3527 Annual average GBP£:US$ exchange rate 1.2430 1.3767 |
NOTE 3 _ OTHER RECEIVABLES (Tab
NOTE 3 – OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
NOTE 3 - OTHER RECEIVABLES | December 31, December 31, 2022 2021 Deposit $ 200 $ 2,682 UK VAT receivable 9,684 15,084 Prepayments — 200 Total other receivables $ 9,884 $ 17,966 |
NOTE 4 _ ADVANCES RECEIVABLE (T
NOTE 4 – ADVANCES RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 4 - ADVANCES RECEIVABLE - Schedule of Cash Advances | December 31, December 31, 2022 2021 Advance receivable - G $ 58,606 $ 54,529 Advance receivable - J 21,643 21,643 Repayment received (1,231 ) — Interest due 1,891 4,079 Assignment of receivable (71,540 ) — Effects of Currency translation (9,369 ) — Total advances receivable $ — $ 80,251 |
NOTE 5 - PROPERTY AND EQUIPME_2
NOTE 5 - PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Property Pant and Equipment | Motor Vehicles Computer Equipment Office Equipment Total Cost At December 31, 2021 $ 63,576 $ 31,500 $ 629 $ 95,705 Additions — — — — Effects of currency translation ( 6,701 ) ( 3,321 ) ( 66 ) ( 10,088 ) At December 31, 2022 $ 56,875 $ 28,179 $ 563 $ 85,617 Less accumulated depreciation At December 31, 2021 $ 14,092 $ 11,710 $ 283 $ 26,085 Depreciation expense 6,052 8,161 113 14,326 Effects of currency translation ( 1,485 ) ( 1,235 ) ( 30 ) ( 2,750 ) At December 31, 2022 $ 18,659 $ 18,636 $ 366 $ 37,661 Net book value At December 31, 2022 $ 38,216 $ 9,543 $ 197 $ 47,956 At December 31, 2021 $ 49,484 $ 19,790 $ 346 $ 69,620 |
NOTE 6 - INTANGIBLE ASSETS (Tab
NOTE 6 - INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
NOTE 6 - INTANGIBLE ASSETS - Trademarks | December 31, December 31, 2022 2021 Trademarks: NewzMine TM $ 9,920 $ 9,636 Citizens Journalist™ 25,367 23,193 Effects of currency translation ( 3,461 ) — $ 31,826 $ 32,829 |
NOTE 6 - INTANGIBLE ASSETS - Schedule of Intangible Assets | Cost Patents Trademarks Intellectual Property Capitalized Acquisition Costs Total At December 31, 2021 $ 151,860 $ 32,829 $ 2,861,906 $ 45,745 $ 3,092,340 Additions 32,449 2,458 203,990 — 238,897 Effects of currency translation ( 16,009 ) ( 3,461 ) ( 301,698 ) — ( 321,168 ) At December 31, 2022 $ 168,300 $ 31,826 $ 2,764,198 $ 45,745 $ 3,010,069 Less accumulated amortization At December 31, 2021 $ — $ — $ 1,463,042 $ 2,288 $ 1,465,330 Amortization expense 4,947 — 365,741 2,288 372,976 Effects of currency translation — — ( 154,232 ) — ( 154,232 ) At December 31, 2022 $ 4,947 $ — $ 1,674,551 $ 4,576 $ 1,684,074 Net book value At December 31, 2022 $ 163,353 $ 31,826 $ 1,089,647 $ 41,169 $ 1,325,995 At December 31, 2021 $ 151,860 $ 32,829 $ 1,398,864 $ 43,457 $ 1,627,010 |
NOTE 6 - INTANGIBLE ASSETS - Amortization Expense | Year ended December 31, Patents Intellectual Property Capitalized Acquisition Costs Total 2023 $ 8,168 $ 155,664 $ 2,288 $ 166,120 2024 8,168 155,664 2,288 166,120 2025 8,168 155,664 2,288 166,120 2026 8,168 155,664 2,288 166,120 2027 8,168 155,664 2,288 166,120 Thereafter 122,513 311,327 29,729 463,569 $ 163,353 $ 1,089,647 $ 41,169 $ 1,294,169 |
NOTE 7 _ ACCRUED LIABILITIES (T
NOTE 7 – ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
NOTE 7 - ACCRUED LIABILITIES - Schedule of Accrued Liabilities | December 31, December 31, 2022 2021 Accrued Interest $ 3,143 $ 21,415 Dividend Payable 22,133 — Payroll Payable 24,818 — Total accrued liabilities $ 50,094 $ 21,415 |
NOTE 8 - CONVERTIBLE NOTES PA_2
NOTE 8 - CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 8 - CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Payable | December 31, December 31, 2022 2021 Promissory notes - issued in fiscal year 2021 $ 2,287,780 $ 2,278,780 Total convertible notes payable 2,287,780 2,278,780 Less: unamortized debt discount — (69,714 ) Less: notes converted to common stock ( 2,287,780 ) — Less: current portion of convertible notes — — Long-term convertible notes $ — $ 2,218,066 |
NOTE 8 - CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Conversions | December 31, 2022 Convertible notes payable $ 2,287,780 Interest due on notes 65,268 Total convertible notes payable $ 2,353,048 Common shares issued at voluntary conversion rate of $0.50 4,706,096 |
NOTE 9 _ LOAN PAYABLE (Tables)
NOTE 9 – LOAN PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 9 - LOANS PAYABLE - Future Minimum Payments | Total 2023 $ 12,314 2024 11,288 Thereafter — 23,602 Less: Imputed interest ( 1,150 ) Loan payable 22,452 Loan payable – current 11,987 Loan payable - non-current $ 10,465 |
NOTE 10 - RELATED PARTY TRANS_2
NOTE 10 - RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
NOTE 10 - RELATED PARTY TRANSACTIONS - Founder Loan | Year Ended Year Ended December 31, 2022 2021 Beginning balance $ 428,177 $ 500,915 Effects of currency translation (42,619 ) (6,738 ) Loan Payable 385,558 494,177 Conversions from (into) preferred stock 60,000 (66,000 ) Assignment of advances receivable (71,540 ) Balance – current $ 374,018 $ 428,177 Add: additions – non-current $ 501,049 $ — Effects of currency translation 24,242 — Balance – non-current $ 525,291 $ — Ending balance $ 899,309 $ 428,177 |
NOTE 10 - RELATED PARTY TRANSACTIONS - Shareholder Loans | December 31, December 31, 2022 2021 Beginning balance $ 81,162 $ 297,006 Effects of currency translation (4,779 ) 6,062 Loan Payable 76,383 303,068 Add: additions 19,709 81,162 Less: repayments (77,940 ) (303,068 ) Ending balance $ 18,152 $ 81,162 |
NOTE 11 - WARRANT LIABILITY (Ta
NOTE 11 - WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
NOTE 11 - WARRANT LIABILITY - Fair Value of Warrant Liabilities Measured on a Recurring Basis | Year Ended December 31, 2022 Expected term 2.09 2.50 Expected average volatility 177 220% Expected dividend yield 8.33% Risk-free interest rate 1.50 4.73% |
NOTE 10 - WARRANT LIABILITY - Schedule of Changes in Warrant Liabilities | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Warrant liability as of December 31, 2021 $ — Addition of new warrant liabilities 721,275 Day-one loss ( 28,043 ) Change in fair value of warrant liability ( 494,753 ) Warrant liability as of December 31, 2022 $ 198,479 |
NOTE 12 _ INCOME TAXES (Tables)
NOTE 12 – INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 - INCOME TAXES - Loss Before Income Tax, Local and Foreign | Year Ended December 31, 2022 2021 Tax jurisdiction from: - Local $ (3,589,034 ) $ (2,403,201 ) - Foreign (836,615 ) (1,290,286 ) Loss before income taxes $ (4,425,649 ) $ (3,693,487 ) |
NOTE 12 - INCOME TAXES - Deferred Tax Assets and Reconcilation of Income Taxes | Year Ended December 31, 2022 2021 Net Operating loss carryforward $ 4,425,649 $ 3,693,487 Effective tax rate 21 % 21% Deferred tax asset 929,386 775,632 Foreign taxes (594,740 ) (25,806) Less: valuation allowance (334,646 ) (749,826) Net deferred tax asset $ — $ — |
NOTE 13 - STOCKHOLDERS_ EQUIT_2
NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
NOTE 13 - STOCKHOLDERS EQUITY - Summary of Warrant Activity | Warrants Outstanding Number of Weighted Average Weighted Average Warrants Exercise Price (years) Outstanding, December 31, 2021 — $ — — Granted 2,538,101 0.32 4.27 Exercised — — — Forfeited/canceled — — — Outstanding, December 31, 2022 2,538,101 $ 0.32 4.27 Exercisable Warrants, December 31, 2022 2,538,101 $ 0.32 4.27 |
NOTE 13 - STOCKHOLDERS EQUITY - Summary of Outstanding Warrants | Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Warrants Contractual life Exercise Price Shares Exercise Price 941,599 4.18 $ 0.34 941,599 $ 0.34 472,205 4.19 0.34 472,205 0.34 562,149 4.32 0.35 562,149 0.35 281,074 4.40 0.22 281,074 0.22 281,074 4.48 0.22 281,074 0.22 2,538,101 4.27 $ 0.32 2,538,101 $ 0.32 |
NOTE 1 - ORGANIZATION, BUSINE_3
NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 22, 2019 | |
Entity Incorporation, Date of Incorporation | Oct. 22, 2019 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 4,390,880 | $ 3,670,336 | |
Retained Earnings (Accumulated Deficit) | 12,875,437 | $ 8,385,496 | |
[custom:LiabilitiesCurrentInExcessOfAssetsCurrent-0] | $ 553,439 | ||
U W R L [Member] | |||
Equity Method Investment, Ownership Percentage | 100% |
NOTE 2 - SIGNIFICANT ACCOUNTI_4
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total | 5,742,236 | 2,007,994 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 years | |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 10 years | |
Preferred Stock [Member] | Series C Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,384,135 | |
Derivative One [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,358,101 | |
Convertible Notes [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,007,994 |
NOTE 2 - SIGNIFICANT ACCOUNTI_5
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - Schedule of Tranlation Adjustments (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Year-end GBP£:US$ exchange rate | 1.2101 | 1.3527 |
Annual average GBP£:US$ exchange rate | 1.2430 | 1.3767 |
NOTE 2 - SIGNIFICANT ACCOUNTI_6
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Derivative Liability, Securities Sold under Agreements to Repurchase, Securities Loaned, Not Subject to Master Netting Arrangement | $ 198,479 | |
Other Income | 142,212 | 75,263 |
Foreign Currency Transaction Loss, before Tax | 191,454 | 47,842 |
United Kingdom Tax Credit [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Other Income | $ 142,212 | $ 75,263 |
NOTE 3 - OTHER RECEIVABLES (De
NOTE 3 - OTHER RECEIVABLES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Deposit | $ 200 | $ 2,682 |
UK VAT receivable | 9,684 | 15,084 |
Prepayments | 200 | |
Total other receivables | $ 9,884 | $ 17,966 |
NOTE 3 _ OTHER RECEIVABLES (Det
NOTE 3 – OTHER RECEIVABLES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Credit Loss [Abstract] | |
Increase (Decrease) in Security Deposits | $ 2,462 |
NOTE 4 - ADVANCES RECEIVABLE -
NOTE 4 - ADVANCES RECEIVABLE - Schedule of Cash Advances (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Repayment received | $ (1,231) | |
Interest due | 1,891 | 4,079 |
Assignment of receivable | (71,540) | |
Effects of Currency translation | (9,369) | |
Total advances receivable | 80,251 | |
Advance G W [Member] | ||
Customer Advances, Current | 58,606 | 54,529 |
Advance J M [Member] | ||
Customer Advances, Current | $ 21,643 | $ 21,643 |
NOTE 4 _ ADVANCES RECEIVABLE (D
NOTE 4 – ADVANCES RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from Collection of Advance to Affiliate | $ 1,231 | ||
Founder Loan [Member] | |||
Increase (Decrease) in Notes Payable, Related Parties | $ 71,540 | $ 374,018 | 428,177 |
Advance G W [Member] | |||
Short-Term Debt, Percentage Bearing Fixed Interest Rate | 3% | ||
Proceeds from Collection of Advance to Affiliate | $ 1,231 | $ 0 |
NOTE 5 - PROPERTY AND EQUIPME_3
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Property Pant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 85,617 | $ 95,705 |
Property, Plant and Equipment, Additions | 0 | 18,630 |
[custom:EffectsOfForeignCurrencyTranslationPropertyEquipment] | 10,088 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 37,661 | 26,085 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | 14,326 | 13,322 |
Temporary Equity, Foreign Currency Translation Adjustments | 2,750 | |
Property, Plant and Equipment, Net | 47,956 | 69,620 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 56,875 | 63,576 |
Property, Plant and Equipment, Additions | ||
[custom:EffectsOfForeignCurrencyTranslationPropertyEquipment] | 6,701 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 18,659 | 14,092 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | 6,052 | |
Temporary Equity, Foreign Currency Translation Adjustments | 1,485 | |
Property, Plant and Equipment, Net | 38,216 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 28,179 | 31,500 |
Property, Plant and Equipment, Additions | 0 | |
[custom:EffectsOfForeignCurrencyTranslationPropertyEquipment] | 3,321 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 18,636 | 11,710 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | 8,161 | |
Temporary Equity, Foreign Currency Translation Adjustments | 1,235 | |
Property, Plant and Equipment, Net | 9,543 | 19,790 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 563 | 629 |
Property, Plant and Equipment, Additions | 0 | |
[custom:EffectsOfForeignCurrencyTranslationPropertyEquipment] | 66 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 366 | 283 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | 113 | |
Temporary Equity, Foreign Currency Translation Adjustments | 30 | |
Property, Plant and Equipment, Net | $ 197 | 346 |
Automobiles Quarterly [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | $ 49,484 |
NOTE 5 - PROPERTY AND EQUIPME_4
NOTE 5 - PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Additions | $ 0 | $ 18,630 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | $ 14,326 | $ 13,322 |
NOTE 6 - INTANGIBLE ASSETS - Tr
NOTE 6 - INTANGIBLE ASSETS - Trademarks (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Trademarks | $ 31,826 | $ 32,829 | |
Indefinite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | 3,461 | ||
Newz Mine [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Trademarks | 9,920 | $ 9,636 | |
Citizens Journalist [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Trademarks | $ 25,367 | $ 23,193 |
NOTE 6 - INTANGIBLE ASSETS - S
NOTE 6 - INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Patents, Gross | $ 168,300 | $ 151,860 |
Indefinite-Lived Trademarks | 31,826 | 32,829 |
Capitalized Costs, Proved Properties | 45,745 | 45,745 |
Finite-Lived Intangible Assets, Gross | 3,010,069 | 3,092,340 |
Finite-Lived Intangible Assets, Period Increase (Decrease) | 238,897 | 422,863 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,684,074 | 1,465,330 |
Amortization of Intangible Assets | 372,976 | 366,329 |
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments | 154,232 | |
Finite-Lived Intangible Assets, Net | 1,325,995 | 1,627,010 |
Acquisition-related Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | 321,168 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 2,764,198 | 2,861,906 |
Finite-Lived Intangible Assets, Period Increase (Decrease) | 203,990 | |
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | 301,698 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,674,551 | 1,463,042 |
Amortization of Intangible Assets | 365,741 | |
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments | 154,232 | |
Finite-Lived Intangible Assets, Net | 1,089,647 | 1,398,864 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Period Increase (Decrease) | 32,449 | |
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | 16,009 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,947 | |
Amortization of Intangible Assets | 4,947 | |
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments | ||
Finite-Lived Intangible Assets, Net | 163,353 | 151,860 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Period Increase (Decrease) | 2,458 | |
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | 3,461 | |
Finite-Lived Intangible Assets, Accumulated Amortization | ||
Amortization of Intangible Assets | ||
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments | ||
Finite-Lived Intangible Assets, Net | 31,826 | 32,829 |
Acquisition-related Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Period Increase (Decrease) | ||
Finite-Lived Intangible Assets, Foreign Currency Translation Gain (Loss) | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 4,576 | 2,288 |
Amortization of Intangible Assets | 2,288 | |
Finite-Lived Intangible Assets, Translation and Purchase Accounting Adjustments | ||
Finite-Lived Intangible Assets, Net | $ 41,169 | $ 43,457 |
NOTE 6 - INTANGIBLE ASSETS - Am
NOTE 6 - INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling 12 Months | $ 166,120 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 166,120 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 166,120 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 166,120 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 166,120 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 463,569 | |
Finite-Lived Intangible Assets, Net | 1,325,995 | $ 1,627,010 |
[custom:FiniteLivedIntangibleAssetsAccumulatedAmortizationTotal-0] | 1,294,169 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling 12 Months | 8,168 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 8,168 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 8,168 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 8,168 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 8,168 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 122,513 | |
Finite-Lived Intangible Assets, Net | 163,353 | 151,860 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling 12 Months | 155,664 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 155,664 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 155,664 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 155,664 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 155,664 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 311,327 | |
Finite-Lived Intangible Assets, Net | 1,089,647 | 1,398,864 |
Acquisition-related Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling 12 Months | 2,288 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 2,288 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 2,288 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 2,288 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 2,288 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 29,729 | |
Finite-Lived Intangible Assets, Net | $ 41,169 | $ 43,457 |
NOTE 6 - INTANGIBLE ASSETS (Det
NOTE 6 - INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 238,897 | $ 422,863 |
Amortization of Intangible Assets | 372,976 | 366,329 |
Impairment of Intangible Assets, Finite-Lived | $ 0 | $ 0 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 32,449 | |
Amortization of Intangible Assets | $ 4,947 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 203,990 | |
Amortization of Intangible Assets | $ 365,741 |
NOTE 7 - ACCRUED LIABILITIES -
NOTE 7 - ACCRUED LIABILITIES - Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued Interest | $ 3,143 | $ 21,415 |
Dividend Payable | 22,133 | |
Payroll Payable | 24,818 | |
Total accrued liabilities | $ 50,094 | $ 21,415 |
NOTE 8 - CONVERTIBLE NOTES PA_3
NOTE 8 - CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Total convertible notes payable | $ 2,287,780 | $ 2,278,780 |
Less: unamortized debt discount | (69,714) | |
Less: current portion of convertible notes | ||
Long-term convertible notes | 2,218,066 | |
Promissory Notes Issued In Fiscal Year 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible Debt | 2,287,780 | 2,278,780 |
Conversion of Stock, Amount Converted | $ 2,287,780 | |
Promissory Notes Issued In Fiscal Year 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Conversion of Stock, Amount Converted |
NOTE 8 - CONVERTIBLE NOTES PA_4
NOTE 8 - CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Conversions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2022 | |
Convertible notes payable | $ 2,287,780 | $ 2,278,780 | |
Interest due on notes | 65,268 | ||
Total convertible notes payable | $ 2,353,048 | ||
Common Stock [Member] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,706,096 | 2,500,000 |
NOTE 8 - CONVERTIBLE NOTES PA_5
NOTE 8 - CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Nov. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2022 | |
Short-Term Debt [Line Items] | ||||||
Proceeds from Convertible Debt | $ 2,183,208 | |||||
Interest Expense | 575,777 | 65,316 | ||||
Deposit Liabilities, Accrued Interest | 0 | 21,415 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,353,048 | $ 25,000 | ||||
Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,706,096 | 2,500,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 47,061 | $ 25,000 | ||||
Offering [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from Notes Payable | $ 2,112,150 | |||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 104,572 | |||||
Proceeds from Convertible Debt | $ 2,007,578 | |||||
Debt Instrument, Interest Rate Terms | Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes. | |||||
Offering [Member] | Voluntary Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share. | |||||
Offering [Member] | Mandatory Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share. | |||||
Nov 2021 Offering [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from Notes Payable | $ 175,630 | |||||
Debt Instrument, Term | 18 months | |||||
Nov 2021 Offering [Member] | Voluntary Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share. | |||||
Debt Instrument, Interest Rate Terms | Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes. | |||||
Nov 2021 Offering [Member] | Mandatory Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share. | |||||
Jun 2021 And Nov 2021 Offering Amendment 1 [Member] | Voluntary Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $1.15 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs. | |||||
Jun 2021 And Nov 2021 Offering Amendment 2 [Member] | Voluntary Conversion [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.” | |||||
Convertible Loans [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest Expense | 43,853 | 21,415 | ||||
Amortization of Debt Discount (Premium) | $ 69,714 | $ 34,858 |
NOTE 9 - LOANS PAYABLE - Future
NOTE 9 - LOANS PAYABLE - Future Minimum Payments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal Remainder of Fiscal Year | $ 12,314 | |
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 11,288 | |
Long-Term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three | ||
Loans Payable | 22,452 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 1,150 | |
Loans Payable, Current | 11,987 | $ 13,400 |
Loans Payable, Noncurrent | 10,465 | $ 22,518 |
Future Payments Total [Member] | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 23,602 |
NOTE 9 _ LOAN PAYABLE (Details
NOTE 9 – LOAN PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 26, 2022 | Apr. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 04, 2022 | |
Short-Term Debt [Line Items] | |||||
Loans Payable, Current | $ 11,987 | $ 13,400 | |||
Loans Payable, Noncurrent | 10,465 | 22,518 | |||
Payments of Financing Costs | 9,943 | ||||
Payments for Loans | $ 29,943 | $ 10,792 | |||
White Lion Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 20,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 25% | ||||
Payments of Debt Issuance Costs | $ 20,000 | ||||
Proceeds from Notes Payable | $ 15,000 | ||||
Amortization of Debt Discount (Premium) | $ 5,000 | ||||
Vehicle [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 6.90% | ||||
Debt Instrument, Term | 5 years |
NOTE 10 - RELATED PARTY TRANSA
NOTE 10 - RELATED PARTY TRANSACTIONS - Founder Loan (Details) - USD ($) | 12 Months Ended | |||
Dec. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 07, 2022 | |
Related Party Transaction [Line Items] | ||||
Proceeds from Loans | $ 15,000 | |||
Founder Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Face Amount | 428,177 | 500,915 | ||
Effects of currency translation | (42,619) | (6,738) | ||
Balance – current | $ 71,540 | 374,018 | 428,177 | |
Conversions from (into) preferred stock | 60,000 | (66,000) | ||
Assignment of advances receivable | (71,540) | |||
Effects of currency translation | 24,242 | |||
Balance – non-current | 525,291 | |||
Principal Amount Outstanding of Loans Held-in-portfolio | 899,309 | 428,177 | ||
Founder Loan [Member] | Founder Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance – current | 385,558 | 494,177 | ||
Bubblr Limited And Morris [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Face Amount | 525,291 | $ 501,049 | ||
Proceeds from Loans | $ 501,049 | $ 0 |
NOTE 10 - RELATED PARTY TRANS_3
NOTE 10 - RELATED PARTY TRANSACTIONS - Shareholder Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Add: additions | $ 520,758 | $ 81,162 | |
Less: repayments | 29,943 | 10,792 | |
Shareholder Loans [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Face Amount | 18,152 | 81,162 | $ 297,006 |
Effects of currency translation | (4,779) | 6,062 | |
Loan Payable | 76,383 | 303,068 | |
Add: additions | 19,709 | 81,162 | |
Less: repayments | $ (77,940) | $ (303,068) |
NOTE 10 - RELATED PARTY TRANS_4
NOTE 10 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 20, 2022 | Sep. 07, 2022 | Sep. 06, 2022 | Feb. 15, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||
Proceeds from Loans | $ 15,000 | ||||||
Payments for Loans | 29,943 | 10,792 | |||||
Proceeds from Related Party Debt | 520,758 | 81,162 | |||||
Payments for Loans | (29,943) | (10,792) | |||||
Founder Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal Amount Outstanding of Loans Held-in-portfolio | $ 899,309 | 428,177 | |||||
Debt Instrument, Call Feature | On May 23, 2022, the Company entered an amendment to the Loan Agreement between Bubblr Limited and Mr. Morris to change the loan from a demand loan to have maturity date on the earlier of (i) the completion of an offering by Bubblr, Inc., in the amount of no less than $7,500,000 in a public offering, or (ii) two years from the date of the amendment. | ||||||
Debt Instrument, Payment Terms | In addition, on a date no later than five (5) business days from the completion of bridge financing of no less than $1.5 million USD the Company shall pay to Mr. Morris an amount equal to £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 | ||||||
Increase (Decrease) in Notes Payable, Related Parties | $ 71,540 | $ 374,018 | 428,177 | ||||
[custom:AssignmentOfAdvancesReceivable] | 71,540 | ||||||
Debt Instrument, Face Amount | 428,177 | 500,915 | |||||
Founder Loan Amendment 2 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Increase (Decrease) in Notes Payable, Related Parties | $ 60,000 | ||||||
Founder Loan Amendment 3 [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Increase (Decrease) in Notes Payable, Related Parties | 71,540 | ||||||
[custom:AssignmentOfAdvancesReceivable] | $ 71,540 | ||||||
Bubblr Limited And Morris [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Face Amount | $ 501,049 | 525,291 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 0% | ||||||
Debt Instrument, Term | 3 years | ||||||
Proceeds from Loans | 501,049 | 0 | |||||
Payments for Loans | 0 | 0 | |||||
Increase (Decrease) in Loans, Deferred Income | 11,540 | 66,000 | |||||
Payments for Loans | 0 | 0 | |||||
Shareholder Loans [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Increase (Decrease) in Notes Payable, Related Parties | 76,383 | 303,068 | |||||
Debt Instrument, Face Amount | $ 297,006 | 18,152 | 81,162 | ||||
Payments for Loans | (77,940) | (303,068) | |||||
Proceeds from Related Party Debt | 19,709 | 81,162 | |||||
Payments for Loans | 77,940 | 303,068 | |||||
Debt Instrument, Increase, Accrued Interest | 3,143 | 0 | |||||
Shareholder Loans Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Face Amount | 81,162 | ||||||
Debt Instrument, Maturity Date | Feb. 28, 2022 | ||||||
Minority Shareholder Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt Instrument, Face Amount | $ 19,709 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 20% | ||||||
Debt Instrument, Maturity Date | Feb. 15, 2023 | ||||||
Proceeds from Related Party Debt | $ 19,709 | $ 81,162 |
NOTE 11 - WARRANT LIABILITY - F
NOTE 11 - WARRANT LIABILITY - Fair Value of Warrant Liabilities Measured on a Recurring Basis (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 17,700% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 220% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 8.33% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 150% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.73% |
Minimum [Member] | |
Derivative [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 1 month 2 days |
Maximum [Member] | |
Derivative [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months |
NOTE 10 - WARRANT LIABILITY - S
NOTE 10 - WARRANT LIABILITY - Schedule of Changes in Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative Liability, Subject to Master Netting Arrangement, before Offset | $ 198,479 | $ 198,479 | |
Increase (Decrease) in Derivative Liabilities | 721,275 | ||
Derivative, Loss on Derivative | $ 95,768 | 28,043 | |
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments | $ 494,753 |
NOTE 12 - INCOME TAXES - Loss B
NOTE 12 - INCOME TAXES - Loss Before Income Tax, Local and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
- Local | $ (3,589,034) | $ (2,403,201) |
- Foreign | (836,615) | (1,290,286) |
Loss before income taxes | $ (4,425,649) | $ (3,693,487) |
NOTE 12 - INCOME TAXES - Deferr
NOTE 12 - INCOME TAXES - Deferred Tax Assets and Reconcilation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carryforward | $ 4,425,649 | $ 3,693,487 |
Effective Income Tax Rate Reconciliation, Deduction, Percent | 2,100% | 21% |
Deferred tax asset | $ 929,386 | $ 775,632 |
Foreign taxes | (594,740) | (25,806) |
Less: valuation allowance | (334,646) | (749,826) |
Net deferred tax asset |
NOTE 12 _ INCOME TAXES (Details
NOTE 12 – INCOME TAXES (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Increase (Decrease) Adjustment | $ 415,180 | $ (529,901) | |
SEC Schedule, 12-09, Valuation Allowances and Reserves, Increase (Decrease) Adjustment | $ (415,180) | 529,901 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | ||
Operating Income (Loss) | $ 6,254,197 | $ (4,296,936) | (3,662,146) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 19% | ||
Deferred Tax Assets, Gross | 929,386 | $ 929,386 | $ 775,632 |
U K Operation [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Income (Loss) | 5,721,821 | ||
Deferred Tax Assets, Gross | $ 5,721,821 | $ 5,721,821 |
NOTE 13 - STOCKHOLDERS EQUITY -
NOTE 13 - STOCKHOLDERS EQUITY - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 2,538,101 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.32 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 3 months 7 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 2,538,101 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.32 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisedWeightedAverageExercisePrice] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Intrinsic Value, Amount Per Share | ||
Warrants Granted [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 3 months 7 days | |
Warrants Exercised [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | ||
Warrants Forfeited [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms |
NOTE 13 - STOCKHOLDERS EQUITY_2
NOTE 13 - STOCKHOLDERS EQUITY - Summary of Outstanding Warrants (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 24, 2022 | May 25, 2022 | Apr. 24, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 2,538,101 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 3 months 7 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.32 | ||||
G H S [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 941,599 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 2 months 4 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.34 | ||||
Proactive [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 472,205 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 2 months 8 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.34 | ||||
G H S Tranche 2 [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 562,149 | 562,149 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 3 months 25 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | ||||
G H S Tranche 3 [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 281,074 | 281,074 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 4 months 24 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | ||||
G H S Tranche 4 [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 281,074 | 281,074 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 5 months 23 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 |
NOTE 13 - STOCKHOLDERS_ EQUIT_3
NOTE 13 - STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Sep. 07, 2022 | Sep. 06, 2022 | Mar. 09, 2022 | Jun. 24, 2022 | May 25, 2022 | Apr. 24, 2022 | Mar. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 04, 2022 | |
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ (60,000) | ||||||||||
Dividends, Preferred Stock | 64,292 | ||||||||||
Stock Issued During Period, Value, Stock Dividend | (64,292) | ||||||||||
Payments of Dividends | $ 20,026 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 2,538,101 | 2,538,101 | |||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | $ 71,703 | ||||||||||
Interest Expense | 575,777 | $ 65,316 | |||||||||
Derivative, Loss on Derivative | $ 95,768 | $ 28,043 | |||||||||
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 2,044,061 | $ 131,610 | |||||||||
[custom:PreferredBSharesConvertedToCommonSharesValue] | (6,000) | ||||||||||
Professional Fees | $ 2,879,759 | 2,069,876 | |||||||||
[custom:StockIssuedDuringPeriodSharesCompensationLoanWaiverSeriesC] | 345,220 | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,353,048 | $ 25,000 | |||||||||
Common Stock, Shares, Issued | 154,309,318 | 154,309,318 | 140,186,096 | ||||||||
Common Stock, Shares, Outstanding | 154,309,318 | 154,309,318 | 140,186,096 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | |||||||||
[custom:VestingOfDeferredStockBasedCompensation] | 659,052 | ||||||||||
Deferred Compensation Equity | 1,600,548 | $ 1,600,548 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures | |||||||||||
Stock Issued During Period, Value, Other | 60,000 | ||||||||||
Bubblr Limited And Morris [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 501,049 | 525,291 | 525,291 | ||||||||
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, in exchange for our company issuing 345,220 shares of common stock: 281,000 shares of common stock to GHS and 64,220 shares of common stock to Proactive. The resulting common shares were valued at $71,703, which was recorded as interest | ||||||||||
Founder Loan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of Stock, Amount Converted | 60,000 | (66,000) | |||||||||
Debt Instrument, Face Amount | $ 428,177 | 428,177 | 500,915 | ||||||||
[custom:PreferredBSharesConvertedToCommonSharesValue] | 6,000 | ||||||||||
Promissory Notes Issued In Fiscal Year 2019 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible Debt | $ 25,000 | ||||||||||
Dividend Payments By Stock Issuance [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Value, Stock Dividend | $ 22,133 | ||||||||||
[custom:StockIssuedDuringPeriodSharesStockDividend] | 116,799 | ||||||||||
G H S [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible Preferred Stock, Nonredeemable or Redeemable, Issuer Option, Value | $ 700,000 | ||||||||||
Preferred Stock, Shares Subscribed but Unissued | 700 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 941,599 | 941,599 | |||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | $ 281,000 | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Description | Under the terms of the EFA, GHS agreed to provide the Company with up to $15 million upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange | ||||||||||
Proceeds from Sale and Collection of Finance Receivables | $ 0 | ||||||||||
G H S Tranche 1 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 941,599 | 941,599 | |||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 266,000 | ||||||||||
Proactive [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Subscribed but Unissued | 160 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 472,205 | 472,205 | |||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | 64,220 | ||||||||||
Proactive Two [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 155,000 | ||||||||||
G H S Tranche 2 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 562,149 | 562,149 | 562,149 | ||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 184,000 | ||||||||||
G H S Tranche 3 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 281,074 | 281,074 | 281,074 | ||||||||
G H S Tranche 4 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 281,074 | 281,074 | 281,074 | ||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 92,000 | ||||||||||
Proactive Total [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 789,000 | ||||||||||
Warrant Allocated [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 721,275 | ||||||||||
Advisory Board [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 147,960 | 561,220 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 75,460 | $ 1,463,355 | |||||||||
Investor Relations [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 7,874,108 | 57,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 2,044,061 | $ 131,610 | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Value, Stock Dividend | |||||||||||
[custom:StockIssuedDuringPeriodSharesStockDividend] | |||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | $ 3,452 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 7,874,108 | 57,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 78,741 | $ 570 | |||||||||
[custom:PreferredBSharesConvertedToCommonSharesShares] | 2,651 | ||||||||||
[custom:PreferredBSharesConvertedToCommonSharesValue] | $ (27) | ||||||||||
[custom:CommonStockIssuedForConversionOfDebt] | 7,000,000 | ||||||||||
[custom:CommonStockIssuedForConversionOfDebtValue] | $ 70,000 | ||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | 793,039 | ||||||||||
[custom:StockIssuedDuringPeriodSharesCompensationLoanWaiverSeriesC] | 345,220 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,706,096 | 2,500,000 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 47,061 | $ 25,000 | |||||||||
[custom:StockIssuedDuringPeriodSharesIssuedForDeferredCompensation] | 8,400,000 | ||||||||||
[custom:VestingOfDeferredStockBasedCompensation] | |||||||||||
Stock Issued During Period, Shares, Other | |||||||||||
Stock Issued During Period, Value, Other | |||||||||||
Consultancy Fee [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Professional Fees | $ 50,000 | ||||||||||
Covertible 2019 Promissory Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Other Comprehensive Income (Loss), Derivative, Excluded Component, Increase (Decrease), before Adjustments, Tax | $ 5,000 | ||||||||||
Commitment Shares To G H S [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | 793,039 | ||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementValuie] | $ 379,814 | ||||||||||
Equity Incentive Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | 28,400,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | 4,200,000 shares of performance-based stock compensation were scheduled to vest on each of June 1, 2023 and June 1, 2024, respectively. The Company had elected to treat the award as a single award of 8,400,000 shares that vests ratably over the vesting period. | ||||||||||
Deferred Compensation, Share-Based Payments [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
[custom:StockIssuedDuringPeriodValueIssuedForDeferredCompensation] | $ 2,259,600 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 0.269 | $ 0.269 | |||||||||
R S U [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | The remaining unvested award was scheduled to vest $1,129,800 and $470,748 during the years ended December 31, 2023 and 2024, respectively. | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures | 8,400,000 | ||||||||||
White Lion Capital [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt Instrument, Unused 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. | ||||||||||
Stock Issued During Period, Shares, Other | 103,000 | ||||||||||
Stock Issued During Period, Value, Other | $ 93,792 | ||||||||||
White Lion Capital Termination Issuance [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 103,000 | ||||||||||
Stock Issued During Period, Value, Other | $ 51,500 | ||||||||||
G H S Consideration [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, Other | 587,039 | ||||||||||
Stock Issued During Period, Value, Other | $ 234,522 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 1 | 1 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Voting Rights | The holder of the Special 2019 Series A Preferred Stock is entitled to 60% of all votes entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. | ||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 60,000 | ||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 1 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 1 | ||||||||
Series A Preferred Stock [Member] | Amendment To Series A Preferred [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Convertible, Terms | On March 12, 2021, the Company amended the designation of the Special 2019 Series A Preferred shares and removed the right of the holder to convert the Special 2019 Series A Preferred share to 500,000,000 shares of common stock of the Company. | ||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Value, Stock Dividend | |||||||||||
[custom:StockIssuedDuringPeriodSharesStockDividend] | |||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | |||||||||||
Stock Issued During Period, Value, Issued for Services | |||||||||||
[custom:PreferredBSharesConvertedToCommonSharesShares] | |||||||||||
[custom:PreferredBSharesConvertedToCommonSharesValue] | |||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | |||||||||||
[custom:StockIssuedDuringPeriodSharesCompensationLoanWaiverSeriesC] | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||||||
[custom:VestingOfDeferredStockBasedCompensation] | |||||||||||
Stock Issued During Period, Shares, Other | 1 | ||||||||||
Stock Issued During Period, Value, Other | |||||||||||
Preferred Class B [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 0 | 0 | 0 | ||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||||||
Preferred Stock, Conversion Basis | Holders of the Series B Preferred Stock shall after two years of issuance, convert this Class B Preferred Stock based on each Class B Preferred Share equaling .00001% of the total issued and outstanding Common shares of the Company. In the event of a merger, reorganization, recapitalization or similar event of or with respect to the Corporation (other than a Corporate Change in which the Corporation is the surviving entity), this Class B Preferred Stock shall be converted based on each Class B Preferred Share equaling .00001% of the total issued and outstanding shares of common stock of the Company. | ||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of Stock, Shares Converted | 2 | ||||||||||
Conversion of Stock, Shares Issued | 2,650 | ||||||||||
Conversion of Stock, Amount Converted | $ 6,000 | ||||||||||
Stock Issued During Period, Value, Stock Dividend | |||||||||||
[custom:StockIssuedDuringPeriodSharesStockDividend] | |||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | |||||||||||
Stock Issued During Period, Value, Issued for Services | |||||||||||
[custom:PreferredBSharesConvertedToCommonSharesShares] | (2) | ||||||||||
[custom:PreferredBSharesConvertedToCommonSharesValue] | |||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | |||||||||||
[custom:StockIssuedDuringPeriodSharesCompensationLoanWaiverSeriesC] | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||||||
[custom:VestingOfDeferredStockBasedCompensation] | |||||||||||
Stock Issued During Period, Shares, Other | |||||||||||
Stock Issued During Period, Value, Other | |||||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 2,000 | 2,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | 903 | 903 | 0 | ||||||||
Preferred Stock, Value, Outstanding | $ 1,200 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Each share of the Series C Convertible Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of $1,200 of such share by the Conversion Price of $0.3202. | ||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Value, Stock Dividend | |||||||||||
[custom:StockIssuedDuringPeriodSharesStockDividend] | |||||||||||
Dividends, Paid-in-kind | $ 22,133 | ||||||||||
Stock Issued During Period, Shares, New Issues | 903 | ||||||||||
[custom:StockIssuedDuringPeriodValueCompensationLoanWaiverSeriesC] | $ 345,220 | ||||||||||
Interest Expense | $ 71,703 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | |||||||||||
Stock Issued During Period, Value, Issued for Services | |||||||||||
[custom:PreferredBSharesConvertedToCommonSharesShares] | |||||||||||
[custom:PreferredBSharesConvertedToCommonSharesValue] | |||||||||||
[custom:StockIssuedDuringPeriodEquityFinanceAgreementShares] | |||||||||||
[custom:StockIssuedDuringPeriodSharesCompensationLoanWaiverSeriesC] | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||||||
[custom:VestingOfDeferredStockBasedCompensation] | |||||||||||
Stock Issued During Period, Shares, Other | |||||||||||
Stock Issued During Period, Value, Other | |||||||||||
Series C Preferred Stock [Member] | Redeemed Within 90 Days [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt Instrument, Redemption, Description | If all of the Series C Convertible Preferred Stock are redeemed within 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 115% of the Stated Value together with any accrued but unpaid dividends. | ||||||||||
Series C Preferred Stock [Member] | Redeemed After 90 Days [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt Instrument, Redemption, Description | If all of the Series C Convertible Preferred Stock are redeemed after 90 calendar days from the issuance date thereof, the Company shall have the right to redeem the Series C Convertible Preferred Stock upon three business days of written notice at a price equal to 120% of the Stated Value together with any accrued but unpaid dividends; and | ||||||||||
Series C Preferred Stock [Member] | G H S Tranche 1 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 300 | ||||||||||
Derivative, Nonmonetary Notional Amount, Percent of Required Need, Coverage | 75% | 75% | |||||||||
Series C Preferred Stock [Member] | Commitment Shares [Member] | G H S Tranche 1 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 35 | ||||||||||
Series C Preferred Stock [Member] | Commitment Shares [Member] | Proactive [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 8 | ||||||||||
Series C Preferred Stock [Member] | Proactive [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 168 | ||||||||||
Derivative, Nonmonetary Notional Amount, Percent of Required Need, Coverage | 75% | 75% | |||||||||
Series C Preferred Stock [Member] | G H S Tranche 2 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 200 | ||||||||||
Series C Preferred Stock [Member] | G H S Tranche 3 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 100 | ||||||||||
Series C Preferred Stock [Member] | G H S Tranche 4 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 100 |
NOTE 14 - COMMITMENTS AND CON_2
NOTE 14 - COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 14, 2022 | Mar. 25, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Other Commitments [Line Items] | ||||||
[custom:InvestorRelationsAgreementTerm] | 6 months | |||||
Saunders [Member] | ||||||
Other Commitments [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The Company entered into an employment agreement with Steven Saunders, our then-Chief Commercial Officer and Director. The term was three years commencing July 1, 2021. Mr. Saunders was to receive monthly cash compensation of $15,000 reduced by $3,820 until at least $5,000,000 funding has been received through the S-1 offering. | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 15,000 | |||||
[custom:SalaryReductionUntilOfferingMilestoneAchieved] | 3,820 | |||||
[custom:OfferingMilestoneToEndReducedCompensation] | $ 5,000,000 | |||||
Willard [Member] | ||||||
Other Commitments [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The Company entered into an employment agreement with Rik Willard to act as Chief Executive Officer of the Company and as Director. The term was 1 year commencing August 15, 2021. Mr. Willard was to receive monthly cash compensation of $15,000 reduced by $3,000 until at least $5,000,000 funding has been received through the S-1 offering. Mr. Willard was also granted a signing bonus of 102,040 restricted shares, which were issued in June 2021. | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 15,000 | |||||
[custom:SalaryReductionUntilOfferingMilestoneAchieved] | 3,000 | |||||
[custom:OfferingMilestoneToEndReducedCompensation] | $ 5,000,000 | |||||
Deferred Compensation Arrangement with Individual, Shares Issued | 102,040 | |||||
Willard Amended Agreement [Member] | ||||||
Other Commitments [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022 Equity Incentive Plan (Note 13) with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He was also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two year non-solicit restrictive covenant. The agreement will automatically renew for a further year on May 31, 2023. | |||||
Saunders Amended Agreement [Member] | ||||||
Other Commitments [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022 Equity Incentive Plan (Note 13) with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He was also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two year non-solicit restrictive covenant. | |||||
Morris [Member] | ||||||
Other Commitments [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The Company entered into employment agreement with Stephen Morris, our Founder and Chief Technology Officer. The term is three years commencing July 1, 2021. Mr. Morris is to receive monthly cash compensation of $15,000 reduced by $4,790 until at least $5,000,000 has been received through the S-1 offering. | |||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 15,000 | |||||
[custom:SalaryReductionUntilOfferingMilestoneAchieved] | 4,790 | |||||
[custom:OfferingMilestoneToEndReducedCompensation] | 5,000,000 | |||||
Scotland Premisis [Member] | ||||||
Other Commitments [Line Items] | ||||||
Operating Lease, Payments | 5,354 | $ 8,153 | ||||
Lease Expiration Date | Jul. 14, 2022 | |||||
Lessee, Operating Lease, Renewal Term | 12 months | |||||
Virtual Office Space [Member] | ||||||
Other Commitments [Line Items] | ||||||
Short-Term Lease, Cost | 100 | |||||
New York Premisis [Member] | ||||||
Other Commitments [Line Items] | ||||||
Operating Lease, Payments | 1,600 | $ 600 | ||||
Short-Term Lease, Cost | $ 200 |