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The total intrinsic value of options is zero because the closing stock price was below the weighted average exercise value.

The Company recognized compensation costs of $ and $ for the three months ended March 31, 2025, and March 31, 2024, respectively.

There were $ and $ of unrecognized compensation costs for the three months ended March 31, 2025, and March 31, 2024, respectively. The cost related to non-vested share options, which we will realize over the next two months.

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris, reducing his annual base pay from $ to $ and requiring him to forfeit $ of deferred compensation.

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with David Chetwood, reducing his annual base pay from $ to $ and requiring him to forfeit $ of deferred compensation.

On October 17, 2024, the Company entered into a Third Amended Employment Agreement with David Chetwood, reducing his annual base pay from $ to $ and granting him a stock option of shares for forfeiting compensation.

On January 15, 2025, the Company entered into an Employment Agreement with Mr. Symonds, which will compensate him with an annual salary of $ and will grant him Stock Options ninety days after his hire date. The Stock Options will vest as follows: 70% within ninety days after the hire date and 30% monthly over the following two years of service.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Some of the statements contained in this Quarterly Report on Form 10-Q of Bubblr, Inc. (hereinafter the “Company,” “Bubblr,” “BBLR,” “Ethical Web.AI,” “we,” “us,” or “our”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this Annual Report, forward-looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Forward-looking statements involve future risks and uncertainties, and some factors could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on numerous factors and is derived using numerous assumptions. A reader should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report. Key factors that may cause actual results to differ from projections include, for example:

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-K to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the ordinary course of our public disclosure practices. Additionally, the discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Form 10-Q.

Business Overview

Bubblr, Inc., d/b/a Ethical Web AI (“EW”) is an artificial intelligence (“AI”) company that has patent-protected (granted and pending) intellectual properties. Following a sustained period of technical development led by its founder, Steve Morris, the Company is now entering the phase of revenue growth driven by the launch of a first enterprise product and the establishing of a new executive team. The founding development team has always looked to exploit commercial opportunities from emerging technology. The rapid rise of Generative AI in both the consumer and enterprise space is a good example of how EW’s combination of deep technological know-how and agile development methods can exploit market openings.

AI Vault

The use of Generative AI offers significant opportunities for enterprises to improve productivity by automating and enhancing a wide range of tasks and workflows. The Generative AI Enterprise market is still at a relatively early stage, but adoption of the main Large Language Models (“LLMs”) applications has been rapid, particularly ChatGPT. However, the key area of data security has yet to be fully addressed, with no clear guidelines or functionality in place to ensure that confidential corporate information is not uploaded into the prompts.

EW sees a clear market for a solution that allows an enterprise to leverage the productivity gains without the inherent risks to closely manage and monitor what type of information is shared to generate an output. This new solution is called AI Vault and is now being soft-launched. The target markets for this product are those companies that do not allow their staff to use generative AI products for fear of sensitive data leaving the building. Mainly due to data privacy and security concerns, many corporations have implemented bans on using Gen AI tools like ChatGPT. Despite these prohibitions, reports indicate that employees continue to use such tools clandestinely. A survey by Cisco revealed that 27% of organizations had banned generative AI applications. However, many employees admitted to inputting sensitive data into these tools, including non-public company information (48%) and employee information (45%).

We believe this market opportunity to be significant and are already well advanced in integrating with a global service provider to bundle our proposition within a broader services proposition. This will ensure extremely low customer acquisition costs and the opportunity to scale at an accelerated rate. Based on current pricing, we believe we can deliver a gross margin that will help drive the company towards being cash-flow positive.

AI Seek

Following the successful launch of this product in 2023, which is available in the Apple App Store, we will be driving a white label licensing model that drives towards new strategic partners who have a strong presence in Education and/or the K12 market. The ability to completely customize the search parameters to ensure a “safe” and trackable experience is a key differentiator. As with AI Vault above, we see the primary commercial approach as a partnership model, adapting the user interface and core search parameters to meet the needs of the license partner. We are looking to launch the first pilot in the third quarter of 2025.

Ethical Web Platform

The Ethical Web Search platform is the technical manifestation of patent No. 10977387. These apps search based on inventory, giving the user a current view and improved user experience. This platform continues to be a potentially transformative solution as white label play for significant technology players in key verticals. EW continues to explore potential commercial alliances that leverage the patented IP. The core functionality of the platform covers the following key areas:

Intellectual Property

We have created a new search mechanism, “AN INTERNET-BASED SEARCH MECHANISM,” which has been granted a patent in South Africa (2016/06947), New Zealand (725014), the United States of America (‘Utility Patent No. US 10977387), Canada (2962520), and we have patents pending on the same processes in Australia (2015248619), the European Union (15723990.6) and the United Kingdom (PCT/GB2015/051130), creating an alternative economic ecosystem to tackle the current broken model and better serve all main participant groups. This utility patent defines a profoundly unique way for internet users to search the internet for goods or services rather than text-based search engine solutions. The technical manifestation of this utility patent is the Ethical Web ATI Open-Source Platform.

We have filed a sister patent that is specifically for searching for information rather than goods or services. US Patent Application No. 17/980298 was filed in the USA in November 2022. It is titled “Contextual enveloping via dynamically generated hypertext links.” This utility patent defines a radically unique way for consumers to search for information only, which again is fundamentally different from traditional search engines. The technical manifestation of this patent is the AI Seek AI LLM (Large Language Model), as it works exceptionally well with AI LLMs such as Chat GPT 4 and Claude 2.

We have also filed another patent with the U.S. Patent Office (application number 18/376,101), which currently has a generic title of “computer-implemented method and system.” Again, this utility patent resolves a significant issue with existing foundation AI LLM, such as Chat GPT and Claude 2, whereby they cannot provide information that needs contemporaneous data. This is because the established AI LLMs have a training data database that was limited to some point in the past. For example, Chat GPT’s training data only goes up to September 2021. Claude 2 will be updating their training data to January 2023. This utility patent uses an internally trained AI LLM that identifies those search prompts that require contemporaneous data (for example, stock prices and sports data) and augments the prompt with the necessary contemporaneous data to radically improve the AI LLM’s output to include references to the required contemporaneous data. The technical manifestation of this patent is delivered in version 4 and beyond of our AI Seek consumer app.

Competition

The enterprise Gen AI market for security products is at a very early stage, with no clear established players. The known providers are marketing solutions that require significant levels of integration and bespoke development.

Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of users, such as mobile access or different market focus. Such increased competition could lead to pressure on pricing, loss of business, or decreased user activity, any of which could adversely impact our business and operating results.

We believe that we possess competitive strengths and protection through our intellectual property, which is defensible under the umbrella of our granted patents.

Government Regulation

We are subject to many foreign and domestic laws and regulations that affect companies conducting business online, many of which are evolving and could be interpreted in ways that could harm our business. In the United States and abroad, laws and regulations relating to the liability of providers of online services for activities of their users and other third parties are being tested by many claims, including actions based on invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature and content of the materials searched, or the content provided by users. Further, some countries impose regulations regarding or require licenses to conduct various aspects of our business, including employee recruiting and news-related services. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users or other third parties could harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as the unauthorized dissemination of national security information, money laundering, or supporting terrorist activities, may in the future produce legislation or other governmental action that could require changes to our website platform, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our platform.

In the area of information security and data protection, we are committed to upholding the highest standards. Most states and countries have enacted laws and regulations requiring notification to users when there is a security breach of personal data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement. The costs of compliance with these laws and regulations may increase in the future due to amendments or changes in interpretation. However, our commitment to data protection remains unwavering. Furthermore, any failure on our part to comply with these laws and regulations may subject us to significant liabilities, which we are actively working to avoid.

We are also subject to federal, state, and foreign laws and regulations regarding data privacy and protection. Our privacy policies describe our practices concerning using, storing, transmitting, and disclosing personal information, including visitor and user data. Any failure by us to comply with these terms or privacy-related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. In addition, the interpretation of privacy and data protection laws and regulations and their application to online services are unclear, evolving, and in a state of flux. For example, in October 2015, the highest court in the European Union invalidated reliance on the US-EU Safe Harbor regime as one of the legally recognized mechanisms under which the personal data of European citizens could be transferred to the United States. There is a risk that these laws and regulations may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and a manner inconsistent with our current data protection practices or that new laws or regulations will be enacted. In addition, because our platform will be accessible worldwide, certain foreign governments may claim that we are required to comply with their laws and regulations, including with respect to the storage, use, and disclosure of user information, even in jurisdictions where we have no local entity, employees, or infrastructure. Complying with these varying domestic and international requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of user confidence in our services and in a loss of users, which could adversely affect our business.

Employees

As of May 15, 2025, we have one full-time non-union employee in the United States and four non-union employees outside the United States.

Legal Proceedings

From time to time, we may become parties to various lawsuits, claims, and other legal proceedings arising in our business’s ordinary course. We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition, or results of operation if determined adversely to us.

Smaller Reporting Company

The Company is a “smaller reporting company” defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company,” these exemptions will remain available.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act).

As an emerging growth company, we may take advantage of reduced or “scaled” disclosure requirements that otherwise apply to public companies. These reduced or scaled disclosure requirements include, but are not limited to:

We elected to take advantage of certain of the reduced disclosure obligations in this Annual Report and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information we provide to our stockholders may be different from what you might receive from other public reporting companies that are not emerging growth companies.

The JOBS Act also provides that an emerging growth company may take advantage of an extended transition period to comply with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Compliance after Termination of Emerging Growth Company Status

After our emerging growth company status is terminated, we cannot take advantage of the reduced or scaled disclosure requirements described in subparagraphs 1 and 4 above. However, in the event we are a “smaller reporting company,” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended after our emerging growth company status has terminated, we will still be able to take advantage of the reduced or scaled disclosure requirements described in subparagraphs 2. and 3., above, for as long as we continue to have smaller reporting company status.

Available Information

We make available, free of charge, on or through our website, at www.ethicalweb.ai, our Annual Report on Form 10-K, which includes our audited financial statements, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains a website that contains these reports and other information at www.sec.gov. Our website and the information contained therein or connected to it are not intended to be and are not incorporated into this Annual Report on Form 10-K.

Results of Operation

Three months ended March 31, 2025, compared to three months ended March 31, 2024

Revenues: We will not achieve higher revenues until we further develop, market, support, and deliver our products and service offerings. Despite our efforts, we cannot guarantee achieving significant revenues.

General and Administrative—General and administrative expenses primarily consist of compensation and costs associated with non-specific business activities. These include office costs, computer software, and telecoms. The decrease is mainly due to the termination of executives in July 2024.

Professional Fees – Professional fees encompass costs associated with legal, accounting, and consulting services.

Sales and Marketing – Sales and marketing costs are explicitly incurred in relation to fees and expenses for investor relations, advertising, marketing, press releases, and public relations.

Amortization and depreciation – Amortization is related to patents and intellectual property held by the UK subsidiary, Bubblr Ltd.

Research and Development – Costs incurred in developing the Company’s products include those associated with salaries and benefits for development staff, external contractors, and specialist software for product development.

Other Income (Expense) – The majority of other income and expense consists of the gain and losses on the change in fair value of warrant derivative liability and foreign currency translation gains.

Gain (loss) on change in fair value of warrant derivative liability – The Company analyzed the warrants issued in connection with the Series C Convertible Preferred Stock (see Note 10) for derivative accounting consideration under ASC 815, Derivatives and Hedging. ASC 815 requires us to assess the fair market value of the derivative liability at the end of each reporting period and recognize any change in fair market value as other income or expense item.

The average exercise price for warrants determined at issue is $0.32 per share. If the warrants were exercised on March 31, 2025, the Company would realize a gain due to the difference between the cash received upon conversion and the issue cost to the Company of $0.006 per share, which is the fair market value of the common stock on March 31, 2025.

Foreign currency translation gain (loss): Gains and losses in foreign currency translation result from fluctuations in the exchange rates of the U.S. dollar and the British pound sterling.

Liquidity and Capital Resources

The following table provides selected financial data about our Company:

Current Assets

Current assets consist of cash and other receivables. The decrease in current assets was primarily due to the timing of funds received from related-party loans in late 2024.

Current Liabilities

Current Liabilities consist of accounts payable, accrued liabilities, and loans.

The increase in current liabilities was primarily due to increases in accrued director fees, dividends payable, and salaries, offset by a decrease in the current portion of related party loans.

Working Capital Deficit

The working capital deficit increased by $190,669 over the three months ended March 31, 2025.

Liquidity

Over the last three years and as of the date of this Report, we have faced an increasingly challenging liquidity situation that has limited our ability to execute our operating plan. We will need to obtain capital to continue operations, but there is no assurance that we can secure such funding on acceptable terms.

As no significant revenues are generated from our current operations, we will require additional debt or capital to continue operating and expanding our business. Sources of additional financing or arrangements with third parties may include equity or debt financing, bank loans, related-party loans, or revolving credit facilities. We may not successfully locate suitable financing transactions within the required period, and we may not be able to obtain the required capital through alternative means. Unless we can attract additional investment, our ability to operate as a going concern is in doubt.

We voluntarily file annual, quarterly, and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) have imposed various requirements on public companies, including requiring changes in corporate governance practices. We anticipate that these rules and regulations will increase our legal and financial compliance costs and render some of our activities more time-consuming and costly. We will need capital investment to comply with the Exchange Act requirements.

If we cannot obtain sufficient additional capital, we may be forced to cease filing our SEC reports and cease operations altogether. Suppose we get additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations. In that case, the percentage ownership of our stockholders will be reduced, and stockholders may experience additional dilution. Equity securities may have rights, preferences, or privileges that are senior to common stock.

Cash Flow

Operating Activities

The decrease in net cash used in operating activities was primarily due to an increase in accrued liabilities.

Investing Activities

The net cash used in investing activities was for Patents.

Financing Activities

The increase in net cash provided by financing activities was primarily due to the rise in related-party loans.

Cash on Hand

The Company is currently exploring future fundraising options, including equity, debt, and the sale of/or the licensing of the Company’s Patent(s) and IP, with a holdback of the Company’s rights to use the IP to secure funding for operations. If we cannot secure additional financing, the implementation of our business plan will be impaired. There can be no assurance that such additional funding will be available to us on acceptable terms or at all.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this Report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

We believe our most critical accounting policies and estimates relate to the following:

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 exchange rates on the balance sheet date, and local currency revenues and expenses are translated at weighted average exchange rates during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.

Intangible Assets

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed straight-line 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.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on comparing the undiscounted future cash flows to the recorded value of the asset. The asset is written down to its estimated fair value if an impairment is indicated.

Income Taxes

The Company accounts for income taxes using the asset and liability method per ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax bases of assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if specific criteria are met. These criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed conventional, as that term is described under applicable U.S. GAAP.

Fair Value of Financial Instruments

The Company accounts for financial instruments per ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Stock-Based Compensation

The Company accounts for stock-based compensation per ASC Topic 718 Compensation-Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expenses in the financial statements based on the 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). Stock Options awarded as compensation per the Company’s 2022 Equity Incentive Plan are deemed unissued until vested. Stock Option compensation is recognized as an expense over the vesting period. Awards forfeited due to the unfulfillment of obligations, such as termination of employment before the award is fully vested, for no cash or other consideration, are not recognized as an expense, and any previously recognized costs are reversed in the period of forfeiture.

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 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) contain reset provisions that do not qualify for the scope exception are classified as liabilities. The Company assesses the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

Recent Accounting Pronouncements

For discussion of recently issued and adopted accounting pronouncements, please see Note 2 to the unaudited consolidated financial statements as of and for the three months ended March 31, 2025, and 2024, included herein.

Off-Balance Sheet Arrangements

As of March 31, 2025, there were no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our CEO, who serves as our principal executive officer, and our CFO, who serves as our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of March 31, 2025. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting.

Management’s Report of Internal Control over Financial Reporting

Our CEO and CFO are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. An evaluation was conducted to assess the effectiveness of our internal control over financial reporting. The evaluation was based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Due to the inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any effectiveness evaluation in future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Based on our evaluation under the criteria outlined in the 2013 Internal Control-Integrated Framework, our management concluded that as of March 31, 2025, our internal control over financial reporting was not practical because of the identification of material weaknesses described as follows:

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our Management is committed to improving its internal controls when we have adequate resources. We will appoint independent directors and establish an audit committee and compensation committee. Due to these material weaknesses, misstatements that could be material to the annual or interim consolidated financial statements may occur, which would not be prevented or detected during our financial close and reporting process.

Our Company plans to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have been unable to remediate the material weaknesses identified above. To remediate such flaws, we plan to implement the following changes:

The remediation efforts outlined are primarily dependent on securing additional financing or revenue to cover the costs of implementing the required changes. Remediation efforts may be materially affected if we do not secure such funds.

Changes in Internal Control over Financial Reporting

In the three months ended March 31, 2025, there were no material changes in our internal control over financial reporting that materially affected or are reasonably likely to affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings and are unaware of any pending legal proceeding in which any of our officers, directors, or beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

Not applicable.

Item 1b. Unresolved Staff Comments.

None.

Item 1c. Cybersecurity

In today’s digital landscape, cybersecurity is a critical component of our business operations. We are committed to safeguarding information systems, data, and technology infrastructure from potential cyber threats, unauthorized access, and data loss. We have implemented robust policies, procedures, and security measures to mitigate risks, ensure compliance with applicable laws and regulations, and maintain the trust of our stakeholders.

We actively monitor and adapt to the evolving cybersecurity landscape through continuous assessment. Despite these efforts, the potential for breaches, attacks, or system failures remains a risk, which could lead to service disruptions, financial losses, legal liabilities, or reputational harm. We will continue to prioritize investments in cybersecurity to enhance our defenses and resiliency against emerging threats.

In all known cases to date, the company’s systems and protocols have successfully detected and mitigated these attempts with no impact on operations or data integrity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

In the three months ended March 31, 2025, the Company did not issue unregistered securities:

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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