NOTE 1 - ORGANIZATION, BUSINESS AND LIQUIDITY

Organization and Operations

On December 18, 2019, U.S. Wireless Online, Inc. (“UWRL”), a Wyoming corporation established on May 4, 1998, UWRL Acquisition Inc., and Bubblr Holdings Limited, a company incorporated under the laws of the United Kingdom on December 6, 2016, entered into an Agreement and Plan of Merger.

On March 26, 2020, the transaction was completed, whereby UWRL Acquisition Inc. merged with and into Bubblr Holdings Limited, with Bubblr Holdings Limited surviving as a wholly owned subsidiary of U.S. Wireless Online, Inc. Subsequently, on March 30, 2021, U.S. Wireless Online, Inc. formally changed its corporate name to Bubblr, Inc. (the “Company”).

The Company, doing business as Ethical Web AI (“EW”), is an artificial intelligence (“AI”) corporation focused on advancing its patented intellectual property portfolio. Following an extended period of technical development, the Company is pivoting toward commercialization and commencing its revenue growth phase, driven by the rollout of its first enterprise platform product, AI Vault.

Going Concern Matters

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the Company’s continuation as a going concern. The Company incurred a net comprehensive loss of $563,132 during the six months ended June 30, 2026, and had an accumulated deficit of $18,714,187 as of that date. In addition, the Company maintained a working capital deficit of $3,359,071 as of June 30, 2026, as current liabilities exceeded current assets.

Management intends to secure necessary operating funds through equity or debt offerings; however, the success of these capital-raising endeavors cannot be guaranteed.

There are no assurances that the Company will be able to attain a revenue level sufficient to generate positive cash flow from operations, or secure additional financing through private placements, public offerings, or debt instruments to satisfy its short-term working capital requirements. If funds from operations or external capital sources prove insufficient, the Company will be required to explore alternative and potentially restrictive sources of working capital. No guarantee exists that such financing will be available to the Company, or if available, on commercially acceptable terms. Failure to obtain sufficient working capital within the required timeframe will compel the Company to reduce, restructure, or cease operations.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, nor the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.