Bubblr (BBLR) Risk Analysis

We have additional authorized but unissued shares of our common stock that we can issue for any purpose without stockholder approval or a vote, which could dilute their percentage ownership in the company. Our articles of incorporation authorize the issuance of preferred stock and allow for the conversion of existing preferred stock into common stock. The Board of Directors may determine the rights, preferences, designations, and limitations of these shares. Additionally, the articles authorize our Board to issue up to 3,000,000,000 shares of common stock with a par value of $0.01 per share and up to 25,000,000 shares of preferred stock with a par value of $0.001 per share. The shares of authorized but unissued preferred stock may be issued with the approval of the Board of Directors; no additional action from stockholders is necessary. If issued, the rights, preferences, designations, and limitations of such preferred stock would be determined by our Board and could disadvantage the outstanding common stock. These terms could include, among other things, preferences related to dividends and distributions upon liquidation.

Our stock price is subject to several factors, including: - Technological innovations or new products and services by our competitors or us;   - Government regulation of our products and services;   - The establishment of partnerships with other ethical web companies;   - Intellectual property disputes;   - Additions or departures of key personnel;   - Sales of our common stock;   - Most Favored Nation protection of one of our preferred equity investors, which could limit our ability to raise money at reasonable market prices.   - Our ability to integrate operations, technology, products, and services;   - Our ability to execute our business plan.   - Operating results below or exceeding expectations   - Whether we achieve profits or not,   - Loss or addition of any strategic relationship;   - Industry developments;   - Economic and other external factors; and   - Period-to-period fluctuations in our financial results. Our stock price may fluctuate significantly due to any of the reasons mentioned above. Additionally, securities markets have occasionally experienced substantial price and volume changes unrelated to a company's operating performance. These market fluctuations can also substantially and negatively impact the market price of our common stock.

The Securities and Exchange Commission has established regulations that define "penny stock" as any listed, trading equity security with a market price of less than $5.00 per share or an exercise price below $5.00 per share, subject to specific exemptions. These penny stock rules require a broker-dealer, before executing a transaction in a penny stock that isn't otherwise exempt, to deliver a standardized risk disclosure document that explains the risks associated with penny stocks and the penny stock market. The broker-dealer must also provide the customer with the latest bid and offer quotes for the penny stock, details about the broker-dealers and their salesperson's compensation in the transaction, and monthly account statements that show the market value of each penny stock held in the customer's account. Additionally, the penny stock rules mandate that, before a penny stock transaction, the broker-dealer must make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to proceed. These disclosure requirements can reduce trading activity in the secondary market for penny stocks, potentially making it harder for investors to liquidate these securities.

We are an "emergency growth company," as defined in Section 2(a) of the Securities Act. As long as we remain an emerging growth company, we may benefit from exemptions from specific reporting requirements that apply to other public companies. These exemptions include, but are not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Investors might view our shares as less attractive if we decide to rely on these exemptions. If some investors view our shares as less appealing due to a decision to reduce future disclosure, trading activity in our shares could decline, and our share price might become more volatile. As long as we remain an "emerging growth company," our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act. An independent review of our internal controls might uncover issues that our management's assessment could miss. Unnoticed material weaknesses in our internal controls could result in restating financial statements and incurring remediation costs. If we identify material weaknesses in our internal control over financial reporting, if we fail to comply with the requirements of Section 404 in a timely manner, or if we cannot assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm cannot express an opinion on the effectiveness of our internal control when required, investors may lose confidence in the accuracy and completeness of our financial reports. As a result, the market price of our securities could decline. We could also be subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources. Additionally, we qualify as a "smaller reporting company" as defined in Item 10(f) of Regulation S-K. Smaller reporting companies can benefit from specific reduced disclosure requirements, such as the option to provide only two years of audited financial statements. We will remain a smaller reporting company until the end of any fiscal year if either: (i) the market value of our shares of common stock held by non-affiliates is less than $250 million as of the prior June 30th, or (ii) our annual revenues do not reach $100 million during that completed fiscal year. Relying on reduced disclosure obligations may also make it more difficult, or even impossible, to compare our financial statements with those of other public companies.

Rule 12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: - Had a public float of less than $250 million as of the last business day of our most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of our voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or         - In the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of our common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or         - In the case of an issuer whose public float, as calculated under paragraph (1) or (2) of this definition, was zero, it had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements. We will provide only two years of financial statements and do not need to include the table of selected financial data. We will have other "scaled" disclosure requirements that are less comprehensive than those of issuers that are not smaller reporting companies, which could make our Common Stock less attractive to potential investors and complicate the process for our stockholders to sell their shares.

The trading market for our common stock will depend on the research and reports published by securities or industry analysts about us or our business. We have no control over these analysts. If one or more analysts covering us downgrade our shares or change their opinion, our share price will likely decline. If these analysts stop covering us or fail to publish regular reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to fall.

We will need to conduct equity offerings in the future to finance our current projects or any additional projects we choose to pursue. If our common stock is issued in exchange for additional funds, the price per share could be lower than the price our current shareholders paid. We expect to continue relying on equity sales of our common stock to support our business operations. If we issue additional shares of common stock or securities convertible into common stock, your percentage ownership in us could be diluted.

We have additional authorized but unissued shares of our common stock that we can issue for any purpose without stockholder approval or a vote, which could dilute their percentage ownership in the company. Our articles of incorporation authorize the issuance of preferred stock and allow for the conversion of existing preferred stock into common stock. The Board of Directors may determine the rights, preferences, designations, and limitations of these shares. Additionally, the articles authorize our Board to issue up to 3,000,000,000 shares of common stock with a par value of $0.01 per share and up to 25,000,000 shares of preferred stock with a par value of $0.001 per share. The shares of authorized but unissued preferred stock may be issued with the approval of the Board of Directors; no additional action from stockholders is necessary. If issued, the rights, preferences, designations, and limitations of such preferred stock would be determined by our Board and could disadvantage the outstanding common stock. These terms could include, among other things, preferences related to dividends and distributions upon liquidation.

Our stock price is subject to several factors, including: - Technological innovations or new products and services by our competitors or us;   - Government regulation of our products and services;   - The establishment of partnerships with other ethical web companies;   - Intellectual property disputes;   - Additions or departures of key personnel;   - Sales of our common stock;   - Most Favored Nation protection of one of our preferred equity investors, which could limit our ability to raise money at reasonable market prices.   - Our ability to integrate operations, technology, products, and services;   - Our ability to execute our business plan.   - Operating results below or exceeding expectations   - Whether we achieve profits or not,   - Loss or addition of any strategic relationship;   - Industry developments;   - Economic and other external factors; and   - Period-to-period fluctuations in our financial results. Our stock price may fluctuate significantly due to any of the reasons mentioned above. Additionally, securities markets have occasionally experienced substantial price and volume changes unrelated to a company's operating performance. These market fluctuations can also substantially and negatively impact the market price of our common stock.

The Securities and Exchange Commission has established regulations that define "penny stock" as any listed, trading equity security with a market price of less than $5.00 per share or an exercise price below $5.00 per share, subject to specific exemptions. These penny stock rules require a broker-dealer, before executing a transaction in a penny stock that isn't otherwise exempt, to deliver a standardized risk disclosure document that explains the risks associated with penny stocks and the penny stock market. The broker-dealer must also provide the customer with the latest bid and offer quotes for the penny stock, details about the broker-dealers and their salesperson's compensation in the transaction, and monthly account statements that show the market value of each penny stock held in the customer's account. Additionally, the penny stock rules mandate that, before a penny stock transaction, the broker-dealer must make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to proceed. These disclosure requirements can reduce trading activity in the secondary market for penny stocks, potentially making it harder for investors to liquidate these securities.

We are an "emergency growth company," as defined in Section 2(a) of the Securities Act. As long as we remain an emerging growth company, we may benefit from exemptions from specific reporting requirements that apply to other public companies. These exemptions include, but are not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Investors might view our shares as less attractive if we decide to rely on these exemptions. If some investors view our shares as less appealing due to a decision to reduce future disclosure, trading activity in our shares could decline, and our share price might become more volatile. As long as we remain an "emerging growth company," our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act. An independent review of our internal controls might uncover issues that our management's assessment could miss. Unnoticed material weaknesses in our internal controls could result in restating financial statements and incurring remediation costs. If we identify material weaknesses in our internal control over financial reporting, if we fail to comply with the requirements of Section 404 in a timely manner, or if we cannot assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm cannot express an opinion on the effectiveness of our internal control when required, investors may lose confidence in the accuracy and completeness of our financial reports. As a result, the market price of our securities could decline. We could also be subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources. Additionally, we qualify as a "smaller reporting company" as defined in Item 10(f) of Regulation S-K. Smaller reporting companies can benefit from specific reduced disclosure requirements, such as the option to provide only two years of audited financial statements. We will remain a smaller reporting company until the end of any fiscal year if either: (i) the market value of our shares of common stock held by non-affiliates is less than $250 million as of the prior June 30th, or (ii) our annual revenues do not reach $100 million during that completed fiscal year. Relying on reduced disclosure obligations may also make it more difficult, or even impossible, to compare our financial statements with those of other public companies.

Rule 12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: - Had a public float of less than $250 million as of the last business day of our most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of our voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or         - In the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of our common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or         - In the case of an issuer whose public float, as calculated under paragraph (1) or (2) of this definition, was zero, it had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements. We will provide only two years of financial statements and do not need to include the table of selected financial data. We will have other "scaled" disclosure requirements that are less comprehensive than those of issuers that are not smaller reporting companies, which could make our Common Stock less attractive to potential investors and complicate the process for our stockholders to sell their shares.